Exhibit 99.1.1
SCHWAB TRUSTS,
SCHWAB TEN TRUST, 2003 SERIES B
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated August 26, 2003,
among Xxxxxxx Xxxxxx & Co., Inc. and Xxxxxxx & Xxxxx, Inc., as Depositors,
Xxxxxxx & Xxxxx Asset Management, Inc., as Portfolio Supervisor 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, 2003 Series B, and Subsequent Series, Trust Indenture and Agreement"
dated August 26, 2003, 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 Depositors wish 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 Depositors, the Portfolio Supervisor 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.
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 Depositors, Portfolio Supervisor and Trustee hereby agree that their
respective
representations, agreements and certifications contained in the Closing
Memorandum dated August 26, 2003, 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 14,998.
(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 1/14998 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June and
December commencing on December 15, 2003.
(e) The term Distribution Date shall mean the last business day of
December 2003 and June 2004.
(f) The First Settlement Date shall mean August 29, 2003.
(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 largest number of Units outstanding at any time during the period for
which the compensation is being computed:
2
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 portfolio
supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be September 27, 2004, 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]
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XXXXXXX XXXXXX & CO, INC.
Depositor
By: /s/ XXX XXXXX
-----------------------------
Authorized Signator
STATE OF CALIFORNIA )
: ss:
COUNTY OF MATEO )
On this 21st day of August, 2003, 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/ BANG D. PHO
---------------------------------
Notary Public
BANG D. PHO
NOTARY PUBLIC, California
Comm. # 1400228
SAN MATEO COUNTY
My Comm. Expires Feb. 13, 2007
XXXXXXX & XXXXX, INC.
Depositor
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Authorized Signator
STATE OF NEW JERSEY )
: ss:
COUNTY OF PARSIPPANY )
On this 21st day of August, 2003, before me personally appeared Xxxxxxx X.
Xxxxx, to me known, who being by me duly sworn, said that he is an Authorized
Signator of Xxxxxxx & Xxxxx, Inc., 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/ Xxxxx Xxxxxxxxx
---------------------------------
Notary Public
XXXXX X. XXXXXXXXX
NOTARY PUBLIC, STATE OF NEW JERSEY
Commission Expires 3/15/2006
0
XXX XXXX XX XXX XXXX
Trustee
By: /s/ Xxxxx Xxxxxxxxx
------------------------------
Vice President
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 22nd day of August, 2003, before me personally appeared Xxxxx
Xxxxxxxxx, 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/ Xxxxxxx X. Xxxxx, Xx.
---------------------------------
Notary Public
Notary Public State of New York
No. 00-0000000
Qualified in Queens County
Commission Expires April 30, 2007
3
XXXXXXX & XXXXX ASSET MANAGEMENT, INC.
Portfolio Supervisor
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Authorized Signator
STATE OF NEW JERSEY )
: ss:
COUNTY OF PARSIPPANY )
On this 21st day of August, 2003, before me personally
appeared Xxxxxxx X. Xxxxx, to me known, who being by me duly sworn, said that he
is an Authorized Signator of the Portfolio Supervisor, one of the entities
described in and which executed the foregoing instrument, and that he signed his
name thereto by authority of the sole member of said limited liability company.
/s/ Xxxxx Xxxxxxxxx
---------------------------------
Notary Public
XXXXX X. XXXXXXXXX
NOTARY PUBLIC, STATE OF NEW JERSEY
Commission Expires 3/15/2006
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