EXHIBIT 99.1.1
SCHWAB TRUSTS,
SCHWAB TEN TRUST, 2002 SERIES C
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated November 26, 2002,
between Xxxxxxx Xxxxxx & Co., Inc., as Depositor and The Bank of New York as
Trustee, sets forth certain provisions in full and incorporates other provisions
by reference to the document entitled "Schwab Trusts, Schwab Ten Trust, 2001
Series B, and Subsequent Series, Trust Indenture and Agreement" dated June 19,
2001, and as amended in part by this Agreement (collectively, such documents
hereinafter called the "Indenture and Agreement"). This Agreement and the
Indenture, as incorporated by reference herein, will constitute a single
instrument.
WITNESSETH THAT:
WHEREAS, this Agreement is a Reference Trust Agreement as defined in
Section 1.1 of the Indenture, and shall be amended and modified from time to
time by an Addendum as defined in Section 1.1 (1) of the Indenture, such
Addendum setting forth any Additional Securities as defined in Section 1.1 (2)
of the Indenture;
WHEREAS, the Depositor wishes to deposit Securities, and any Additional
Securities as listed on any Addenda hereto, into the Trust and issue Units, and
Additional Units as the case maybe, in respect thereof pursuant to Section 2.5
of the Indenture; and
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee agree as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Section 1. Subject to the provisions of Part II hereof, all the provisions
contained in the Indenture 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 all references to "Investec Ernst & Company" shall be
deleted and the following section of the Indenture is hereby amended as follows:
(a) Paragraph (6) of Section 1.1 is amended to read as follows:
"'Depositor' shall mean Xxxxxxx Xxxxxx & Co., Inc. ("Schwab") or its
successors in interest, or any successor depositor or depositors appointed
as herein provided."
Section 2. This Reference Trust Agreement may be amended and modified by
Addenda, attached hereto, evidencing the purchase of Additional Securities which
have been deposited to effect an increase over the number of Units initially
specified in Part II of this Reference Trust Agreement ("Additional Closings").
The Depositor and Trustee hereby agree that their respective representations,
agreements and certifications contained in the Closing Memorandum dated November
26, 2002, relating to the initial deposit of Securities continue as if such
representations, agreements and certifications were made on the date of such
Additional Closings and with respect to the deposits made therewith, except as
such representations, agreements and certifications relate to their respective
By-Laws and as to which they each represent that there has been no amendment
affecting their respective abilities to perform their respective obligations
under the Indenture.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
Section 1. The following special terms and conditions are hereby agreed to:
(a) The Securities (including Contract Securities) listed in the
Prospectus relating to this series of Schwab Ten Trust (the "Prospectus") have
been deposited in the Trust under this Agreement (see "Portfolio" in Part A of
the Prospectus which for purposes of this Indenture and Agreement is the
Schedule of Securities or Schedule A).
(b) The number of Units delivered by the Trustee in exchange for the
Securities referred to in Section 2.3 is 15,002.
(c) For the purposes of the definition of Unit in item (24) of Section
1.1, the fractional undivided interest in and ownership of the Trust initially
is 1/15002 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December commencing on June 15, 2003.
(e) The term Distribution Date shall mean the last business day of
June 2003 and upon termination of the Trust.
(f) The First Settlement Date shall mean December 2, 2002.
(g) For purposes of Section 6.1(g), the liquidation amount is hereby
specified to be 40% of the aggregate value of the Securities at the completion
of the initial public offering period.
(h) For purposes of Section 6.4, the Trustee shall be paid per annum
an amount computed according to the following schedule, determined on the basis
of the number of Units outstanding as of the Record Date preceding the Record
Date on which the compensation is to be paid, provided, however, that with
respect to the period prior to the first Record Date, the Trustee's compensation
shall be computed at $.90 per 100 Units:
rate per 100 units number of Units outstanding
$0.90 first 5,000,000 or less
$0.84 next 5,000,001 - 10,000,000
$0.78 next 10,000,001 - 20,000,000
$0.66 next 20,000,001 or more
(i) For purposes of Section 7.4, the maximum annual Depositor's fee is
hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be December 22, 2003, or the earlier
disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on June 30 of each year.
(l) For purposes of Section 3.16, the Trust will have a Deferred Sales
Charge as specified in and as permitted by the Prospectus.
IN WITNESS WHEREOF, the parties hereto have caused this Reference Trust
Agreement to be duly executed on the date first above written.
[Signatures on separate pages]
XXXXXXX XXXXXX & CO, INC.
By: /s/ XXX XXXXX
------------------------
Authorized Signator
STATE OF CALIFORNIA )
: ss:
COUNTY OF SAN FRANCISCO )
On this 22nd day of November, 2002, before me personally appeared Xxx
Xxxxx, to me known, who being by me duly sworn, said that he is an Authorized
Signator of Xxxxxxx Xxxxxx & Co., Inc. the Depositor, one of the corporations
described in and which executed the foregoing instrument, and that he signed his
name thereto by authority of the Board of Directors of said corporation.
/s/ XXXXXX X. XXXXXXXX
----------------------------
Notary Public
XXXXXX X. XXXXXXXX
[SEAL] Comm. # 1252845
NOTARY PUBLIC, California
SAN FRANCISCO COUNTY
My Comm. Expires Feb. 7, 0000
XXX XXXX XX XXX XXXX
Trustee
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Vice President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 25th day of November, 2002, before me personally
appeared Xxxxxx Xxxxxxxx, to me known, who being by me duly sworn, said that
he/she is an Authorized Signator of The Bank of New York, one of the
corporations described in and which executed the foregoing instrument; that
he/she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation and that he/she signed his/her name
thereto by like authority.
/s/ XXXXXX X. XXXXXXXX
------------------------------
Notary Public
XXXXXX X. XXXXXXXX
Notary Public State of New York
No. 01RE5086077
Qualified in Queens County
Commission Expires October 6th, 2005
