XXXX XXXXXX SELECT EQUITY TRUST
SELECT 15 GLOBAL PORTFOLIO 97-1
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1997
between XXXX XXXXXX XXXXXXXX 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 "Xxxx Xxxxxx Select Equity Trust, Trust Indenture and
Agreement" (the "Basic Agreement") dated September 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 extent 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
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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".
C. Article III, entitled "Administration of Trust",
Section 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 language before the phrase "PROVIDED,
HOWEVER":
"With respect to the Trust, the cost of the
preparation, 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 Securities not required
for the redemption of Units in eligible money market
instruments selected by the Depositor which will include only
negotiable 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 billion in total
assets, except that certificates of deposit or time deposits
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. Treasury notes or bills
(which shall be held until the maturity thereof) each of
which matures prior to the earlier of the next following
Distribution Date or 90 days after receipt, the principal
thereof and interest thereon (to the extent such interest is
not used to pay Trust expenses) to be distributed on the
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earlier of the 90th day after receipt or the next following
Distribution Date."
E. The first sentence of each of Sections 3.10, 3.11
and 3.14 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 VOTING. 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 proportion as are the securities held by
owners other than the Trust. If 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 securities in the Trust. Neither the Depositor nor
the Trustee shall be liable to any person for any action or
failure to take action with respect to this section.
G. Section 1.01 is amended to add the following
definition: (9) "Deferred Sales Charge" shall mean any
deferred sales charge payable in accordance with the
provisions of Section 3.14 hereof, as set forth in the
prospectus for a Trust. Definitions following this
definition (9) shall be renumbered.
H. Section 3.05 is hereby amended to add the following
paragraph 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 Deferred Sales Charge payable on each
such date as stated in the prospectus for a Trust. Such
amount shall be withdrawn from the Principal 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".
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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 extent funds are not
available in that account or if such account is not so
designated, from the Principal Account, an amount per Unit
specified 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 Depositor, either advance funds, if so
agreed to by the Trustee, in an amount equal to the proposed
withdrawal and be entitled to reimbursement of such advance
upon the deposit of additional monies in the Income Account
or the Principal Account, sell Securities and credit the
proceeds thereof to such special Depositor's account or
credit Securities 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
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Trustee to distribute 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
Sponsor 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 Securities in foreign currencies into U.S. dollars.
(b) The Trustee shall take such action as the Sponsor
shall direct or, if not so directed, use reasonable efforts
to reclaim or recoup any amounts of non-U.S. tax paid by the
Trust or withheld from Income received by the Trust to which
the Trust may be entitled as a refund.
M. The following paragraph is inserted after the first
paragraph in Section 4.01:
"If the Trust holds securities denominated in a currency
other than U.S. dollars, the evaluations shall be
converted to U.S. dollars based on current exchange
rates, 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 Sponsor, unless the Security is in the form of an
American Depositary Share or Receipt, in which case the
evaluations shall be based upon the U.S. dollar prices
in the market for American Depositary Shares or Receipts
(unless the Trustee deems such prices inappropriate as a
basis 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 15 Global Portfolio 97-1 (the "Select 15 Trust").
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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 for the
Select 15 Trust.
E. A Unit is hereby declared initially equal to
1/ th for the Select 15 Trust.
F. The term "In-Kind Distribution Date" shall mean
, .
G. The term "Record Dates" shall mean ,
, , , , and ,
and such other date as the Depositor may direct.
H. The term "Distribution Dates shall mean
, , , , , and
, and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean
, .
J. For purposes of this Series -- Xxxx Xxxxxx Select
Equity Trust, Select 15 Global Portfolio 97-1 -- the form of
Certificate set forth in this Indenture shall be appropriately
modified to reflect the title of this Series and such of the
Special Terms and Conditions of Trust set forth herein as may be
appropriate.
K. The Depositor's Annual Portfolio Supervision Fee
shall be a maximum of $0.25 per 100 Units.
L. The Trustee's Annual Fee as defined in Section
6.04
of the Indenture shall be $ per 100 Units.
M. For a Unit Holder to receive "in-kind"
distribution, such Unit Holder must tender at least 2,500 Units
for redemption, either during the life of the Trust, or at its
termination.
(Signatures and acknowledgments on separate pages)
