Exhibit 4.2
XXXX XXXXXX SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 97-2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated February 28, 1997 between
XXXX XXXXXX XXXXXXXX INC., as Depositor, and The Chase Manhattan 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
and July 18, 1995 (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 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 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 Man-
xxxxxx Bank throughout the Basic Agreement.
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 5 Industrial Portfolio 97-2 (the "Select 5 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 25,000 for the Select 5 Trust.
E. A Unit is hereby declared initially equal to 1/25,000th for
the Select 5 Trust.
F. The term "In-Kind Distribution Date" shall mean April 13,
1998.
G. The term "Record Dates" shall mean July 1, 1997,
October 1, 1997, January 1, 1998 and such other date as the
Depositor may direct.
H. The term "Distribution Dates" shall mean
July 15, 1997, October 15, 1997, January 15, 1998 and on or
about May 8, 1998 and such other date as the Depositor may
direct.
I. The term "Termination Date" shall mean May 1,
1998.
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 $.81 per 100 Units if the greatest number of Units
outstanding during the period is 10,000,000 or more; $.87 per 100 Units if the
greatest number of Units outstanding during the period is between 5,000,000 and
9,999,999; and $.93 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 "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.
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.
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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.
