XXXXXX XXXXXXX XXXX XXXXXX SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 99-4
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated June 30, 1999 be-
tween XXXX XXXXXX XXXXXXXX INC., as Depositor, and The Chase Man-
xxxxxx Bank, as Trustee, sets forth certain provisions in full
and incorporates other provisions by reference to the document
entitled "Sears Equity Investment Trust, Trust Indenture and
Agreement" dated January 22, 1991, as amended on March 16, 1993,
July 18, 1995 and December 30, 1997 (the "Basic Agreement").
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 incorpo-
rated 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 ex-
cept that the Basic Agreement is hereby amended in the following
manner:
A. Article I, Section 1.01, paragraph (29) defining
"Trustee" shall be amended as follows:
"'Trustee' shall mean The Chase Manhattan
Bank, or any successor trustee appointed as
hereinafter provided."
B. Reference to United States Trust Company of New
York in its capacity as Trustee is replaced by The
Chase Manhattan Bank throughout the Basic
Agreement.
C. Reference to "Xxxx Xxxxxx Select Equity Trust" is
replaced by "Xxxxxx Xxxxxxx Xxxx Xxxxxx Select
Equity Trust".
D. Section 3.01 is amended to substitute the
following:
SECTION 3.01. INITIAL COST The costs
of organizing the Trust and sale of the Trust
Units shall, to the extent of the expenses
reimbursable to the Depositor provided below,
be borne by the Unit Holders, provided, how-
ever, that, to the extent all of such costs
are not borne by Unit Holders, the amount of
such costs not borne by Unit Holders shall be
borne by the Depositor and, PROVIDED FURTHER,
HOWEVER, that the liability on the part of
the Depositor under this section shall not
include any fees or other expenses incurred
in connection with the administration of the
Trust subsequent to the deposit referred to
in Section 2.01. Upon notification from the
Depositor that the primary offering period is
concluded, the Trustee shall withdraw from
the Account or Accounts specified in the Pro-
spectus or, if no Account is therein speci-
fied, from the Principal Account, and pay to
the Depositor the Depositor's reimbursable
expenses of organizing the Trust and sale of
the Trust Units in an amount certified to the
Trustee by the Depositor. If the balance of
the Principal Account is insufficient to make
such withdrawal, the Trustee shall, as di-
rected by the Depositor, sell Securities
identified by the Depositor, or distribute to
the Depositor Securities having a value, as
determined under Section 4.01 as of the date
of distribution, sufficient for such xxxx-
bursement. The reimbursement provided for in
this section shall be for the account of the
Unitholders of record at the conclusion of
the primary offering period and shall not be
reflected in the computation of the Unit
Value prior thereto. As used herein, the De-
positor's reimbursable expenses of organizing
the Trust and sale of the Trust Units shall
include the cost of the initial preparation
and typesetting of the registration state-
ment, prospectuses (including preliminary
prospectuses), the indenture, and other docu-
ments relating to the Trust, SEC and state
blue sky registration fees, the cost of the
initial valuation of the portfolio and audit
of the Trust, the initial fees and expenses
of the Trustee, and legal and other out-of-
pocket expenses related thereto, but not in-
cluding the expenses incurred in the printing
of preliminary prospectuses and prospectuses,
expenses incurred in the preparation and
printing of brochures and other advertising
materials and any other selling expenses.
Any cash which the Depositor has identified
as to be used for reimbursement of expenses
pursuant to this Section shall be reserved by
the Trustee for such purpose and shall not be
subject to distribution or, unless the De-
positor otherwise directs, used for payment
of redemptions in excess of the per-Unit
amount allocable to Units tendered for re-
demption.
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
A. The Trust is denominated Xxxxxx Xxxxxxx Xxxx
Xxxxxx Select Equity Trust, Select 5 Industrial Portfolio
99-4 (the "Select 5 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 24,587 for
the Select 5 Trust.
E. A Unit is hereby declared initially equal to
1/24,587th for the Select 5 Trust.
F. The term "In-Kind Distribution Date" shall mean
August 14, 2000.
G. The term "Record Dates" shall mean October 1, 1999,
January 1, 2000, April 1, 2000, September 1, 2000 and such other
date as the Depositor may direct.
H. The term "Distribution Dates" shall mean October 15,
1999, January 15, 2000, April 15, 2000 and on or about
September 8, 2000 and such other date as the Depositor
may direct.
I. The term "Termination Date" shall mean
September 1, 2000.
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 $.74 per 100 Units if
the greatest number of Units outstanding during the period
is 10,000,000 or more; $.80 per 100 Units if the greatest
number of Units outstanding during the period is between
5,000,000 and 9,999,999; and $.86 per 100 Units if the
greatest number of Units outstanding during the period is
4,999,999 or less.
L. For a Unit Holder to receive an "in-kind"
distribution during the life of the Trust, such Unit Holder
must tender at least 25,000 Units for redemption. There is
no minimum amount of Units that a Unit Holder must tender in
order to receive an "in-kind" distribution on the In-Kind
Date or in connection with a rollover.
M. Paragraph (b)(ii) of Section 9.03 is amended to
provide that the period during which the Trustee shall
liquidate the Trust Securities shall not exceed 14 business
days commencing on the first business day following the In-
Kind Date.
(Signatures and acknowledgments on separate pages)
The Schedule of Portfolio Securities in the prospectus
included in this Registration Statement is hereby incorporated by
reference herein as Schedule A hereto.
