XXXX XXXXXX SELECT EQUITY TRUST
SELECT GLOBAL SERIES 97-6
SELECT GLOBAL 30 PORTFOLIO 97-6
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated October 31, 1997 between
XXXX XXXXXX XXXXXXXX INC., as Depositor, and The Bank of New York, as Trus-
tee, sets forth certain provisions in full and incorporates other provi-
sions by reference to the document entitled "Xxxx Xxxxxx Select Equity
Trust, Trust Indenture and Agreement" (the "Basic Agreement") dated Septem-
ber 30, 1993. Such provisions as are incorporated by reference constitute
a single instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements
herein contained, the Depositor and the Trustee agree as follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Basic Agreement are herein incorporated by reference in
their entirety and shall be deemed to be a part of this instrument as fully
and to the same extent as though said provisions had been set forth in full
in this instrument except that the Basic Agreement is hereby amended as
follows:
A. The first sentence of Section 2.01 is amended to add the
following language at the end of such sentence: "and/or cash (or a
letter of credit in lieu of cash) with instructions to the Trustee to
purchase one or more of such Securities which cash (or cash in an
amount equal to the face amount of the letter of credit), to the ex-
tent not used by the Trustee to purchase such Securities within the
90-day period following the first deposit of Securities in the Trust,
shall be distributed to Unit Holders on the Distribution Date next
following such 90-day period or such earlier date as the Depositor and
the Trustee determine".
B. The first sentence of Section 2.06 is amended to add the
following language after "Securities"))": "and/or cash (or a letter of
credit in lieu of cash) with instructions to the Trustee to purchase
one or more Additional Securities which cash (or cash in an amount
equal to the face amount of the letter of credit), to the extent not
used by the Trustee to purchase such Additional Securities within the
90-day period following the first deposit of Securities in the Trust,
shall be distributed to Unit Holders on the Distribution Date next
following such 90-day period or such earlier date as the Depositor and
the Trustee determine".
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C. Article III, entitled "Administration of Trust", Sec-
tion 3.01 Initial Cost shall be amended as follows:
(i) the first part of the first sentence of Section 3.01
Initial Cost shall be amended to substitute the following lan-
guage before the phrase "PROVIDED, HOWEVER":
"With respect to the Trust, the cost of the prepara-
tion, printing and execution of the Certificates, Indenture,
Registration Statement and other documents relating to the
Trust, Federal and State registration fees and costs, the
initial fees and expenses of the Trustee, legal and auditing
expenses and other out-of-pocket organizational expenses, to
the extent not borne by the Sponsor, shall be paid by the
Trust;"
D. The third paragraph of Section 3.05 is hereby amended to add
the following sentence after the first sentence thereof: "Depositor
may direct the Trustee to invest the proceeds of any sale of Securi-
ties not required for the redemption of Units in eligible money market
instruments selected by the Depositor which will include only negotia-
ble certificates of deposit or time deposits of domestic banks which
are members of the Federal Deposit Insurance Corporation and which
have, together with their branches or subsidiaries, more than $2 bil-
lion in total assets, except that certificates of deposit or time de-
posits of smaller domestic banks may be held provided the deposit does
not exceed the insurance coverage on the instrument (which currently
is $100,000), and provided further that the Trust's aggregate holding
of certificates of deposit or time deposits issued by the Trustee may
not exceed the insurance coverage of such obligations and U.S. Treas-
ury notes or bills (which shall be held until the maturity thereof)
each of which matures prior to the earlier of the next following Dis-
tribution Date or 90 days after receipt, the principal thereof and in-
terest thereon (to the extent such interest is not used to pay Trust
expenses) to be distributed on the earlier of the 90th day after re-
ceipt or the next following Distribution Date."
E. The first sentence of each of Sections 3.10, 3.11 and 3.12
is amended to insert the following language at the beginning of such
sentence, "Except as otherwise provided in Section 3.13,".
F. The following new Section 3.13 is added:
Section 3.13. EXTRAORDINARY EVENT - SECURITY RETENTION AND VOT-
ING. In the event the Trustee is notified of any action to be taken
or proposed to be taken by holders of the securities held by the Trust
in connection with any proposed merger, reorganization, spin-off,
split-off or split-up by the issuer of stock or securities held in the
Trust, the Trustee shall take such action or refrain from taking any
action, as appropriate, so as to insure that the securities are voted
as closely as possible in the same manner and in the same general pro-
portion as are the securities held by owners other than the Trust. If
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stock or securities are received by the Trustee, with or without cash,
as a result of any merger, reorganization, spin-off, split-off or
split-up by the issuer of stock or securities held in the Trust, the
Trustee at the direction of the Depositor may retain such stock or se-
curities in the Trust. Neither the Depositor nor the Trustee shall be
liable to any person for any action or failure to take action with re-
spect to this section.
G. Section 1.01 is amended to add the following definition:
(9) "Deferred Sales Charge" shall mean any deferred sales charge pay-
able in accordance with the provisions of Section 3.14 hereof, as set
forth in the prospectus for a Trust. Definitions following this defi-
nition (9) shall be renumbered.
H. Section 3.05 is hereby amended to add the following para-
graph after the end thereof: On each Deferred Sales Charge payment
date set forth in the prospectus for a Trust, the Trustee shall pay
the account created pursuant to Section 3.14 the amount of the De-
ferred Sales Charge payable on each such date as stated in the pro-
spectus for a Trust. Such amount shall be withdrawn from the Princi-
pal Account from the amounts therein designated for such purpose.
I. Section 3.06B(3) shall be amended by adding the following:
"and any Deferred Sales Charge paid".
J. Section 3.08 shall be amended by adding the following at the
end thereof: "In order to pay the Deferred Sales Charge, the Trustee
shall sell or liquidate an amount of Securities at such time and from
time to time and in such manner as the Depositor shall direct such
that the proceeds of such sale or liquidation shall equal the amount
required to be paid to the Depositor pursuant to the Deferred Sales
Charge program as set forth in the prospectus for a Trust.
K. Section 3.14 shall be added as follows:
Section 3.14. DEFERRED SALES CHARGE. If the prospectus for a
Trust specifies a Deferred Sales Charge, the Trustee shall, on the
dates specified in and as permitted by the prospectus, withdraw from
the Income Account if such account is designated in the prospectus as
the source of the payments of the Deferred Sales Charge, or to the ex-
tent funds are not available in that account or if such account is not
so designated, from the Principal Account, an amount per Unit speci-
fied in the prospectus and credit such amount to a special, non-Trust
account maintained at the Trustee out of which the Deferred Sales
Charge will be distributed to the Depositor. If the Income Account is
not designated as the source of the Deferred Sales Charge payment or
if the balances in the Income and Principal Accounts are insufficient
to make any such withdrawal, the Trustee shall, as directed by the De-
positor, either advance funds, if so agreed to by the Trustee, in an
amount equal to the proposed withdrawal and be entitled to reimburse-
ment of such advance upon the deposit of additional monies in the In-
come Account or the Principal Account, sell Securities and credit the
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proceeds thereof to such special Depositor's account or credit Securi-
ties in kind to such special Depositor's Account. Such directions
shall identify the Securities, if any, to be sold or distributed in
kind and shall contain, if the Trustee is directed by the Depositor to
sell a Security, instructions as to execution of such sales. If a
Unit Holder redeems Units prior to full payment of the Deferred Sales
Charge, the Trustee shall, if so provided in the prospectus, on the
Redemption Date, withhold from the Redemption Price payment to such
Unit Holder an amount equal to the unpaid portion of the Deferred
Sales Charge and distribute such amount to such special Depositor's
account or, if the Depositor shall purchase such Unit pursuant to the
terms of Section 5.02 hereof, the Depositor shall pay the Redemption
Price for such Unit less the unpaid portion of the Deferred Sales
Charge. The Depositor may at any time instruct the Trustee to dis-
tribute to the Depositor cash or Securities previously credited to the
special Depositor's account.
L. The following new Section 3.15 is added:
Section 3.15. FOREIGN EXCHANGE TRANSACTIONS; RECLAIMING FOREIGN
TAXES. (a) For any Trust holding Securities denominated in a currency
other than U.S. dollars, the Depositor shall direct the Trustee with
respect to the circumstances under which foreign exchange transactions
are to be entered into and calculations under this Indenture are to be
made, in order to convert amounts receivable in respect of the Securi-
ties in foreign currencies into U.S. dollars.
(b) The Trustee shall take such reasonable action as the Deposi-
tor shall direct or, if not so directed, use reasonable efforts to re-
claim or recoup any amounts of non-U.S. tax paid by the Trust or with-
held from income received by the Trust to which the Trust may be enti-
tled as a refund.
M. The following paragraphs are inserted after the first para-
graph in Section 4.01:
"With respect to foreign securities, each security listed on
a securities exchange will be valued at the last closing
sale price on the relevant stock exchange or if no such
price exists at the closing offer price thereof.
If the Trust holds securities denominated in a currency
other than U.S. dollars, the evaluations shall be converted
to U.S. dollars based, during the initial offering period,
on the offering side of the relevant currency exchange rate,
and, subsequent to such period, on the bid side of the rele-
vant exchange rate, including the cost of a forward foreign
exchange contract in the relevant currency to correspond to
the Trustee's settlement requirement for redemption requests
as quoted to the Trustee by one or more banks designated by
the Depositor, unless the Security is in the form of an
American depository share or receipt, in which case the
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evaluations shall be based upon the U.S. dollar prices in
the market for American depository shares or receipts
(unless the Trustee deems such prices inappropriate as a ba-
sis for valuation)."
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
A. The Trust is denominated Xxxx Xxxxxx Select Equity Trust,
Select Global Series 97-6, Select Global 30 Portfolio 97-6 (the
"Select 30 Trust").
B. The publicly traded stocks listed in Schedule A hereto are
those which, subject to the terms of this Indenture, have been or are
to be deposited in trust under this Indenture.
C. The term, "Depositor" shall xxxx Xxxx Xxxxxx Xxxxxxxx Inc.
D. The aggregate number of Units referred to in Sections 2.03
and 9.01 of the Basic Agreement is 25,000 for the Select 30 Trust.
E. A Unit is hereby declared initially equal to 1/25,000.
F. The term "In-Kind Distribution Date" shall mean
December 11, 1998.
G. The term "Record Dates" shall mean January 1, 1998,
April 1, 1998, July 1, 1998 and January 4, 1999 and such
other date as the Depositor may direct.
H. The term "Distribution Dates shall mean January 15, 1998,
April 15, 1998, July 15, 1998 and January 11, 1999 and
such other date as the Depositor may direct.
I. The term "Termination Date" shall mean January 4, 1999.
J. The Depositor's Annual Portfolio Supervision Fee shall be a
maximum of $0.25 per 100 Units.
K. The Trustee's Annual Fee as defined in Section 6.04 of the
Indenture shall be $2.25 per 100 Units.
L. For a Unit Holder to receive "in-kind" distribution, such
Unit Holder must tender Units with a value of at least $500,000 for
redemption, either during the life of the Trust, or at its termina-
tion.
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(Signatures and acknowledgments on separate pages)
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The Schedule of Portfolio Securities in the prospectus included
in this Registration Statement is hereby incorporated by reference herein
as Schedule A hereto.
