Exhibit 4.2
XXXXXX XXXXXXX XXXX XXXXXX SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE CAP PORTFOLIO 99-1
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated April 19, 1999 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,
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 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 Manhattan Bank throughout the
Basic Agreement.
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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,
HOWEVER, 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 Prospectus or, if no Account is
therein specified, 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 directed 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 reimbursement. 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 Depositor'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
statement, prospectuses (including preliminary prospectuses), the
indenture, and other documents relating to the Trust, SEC and state blue
sky registration fees, the cost of the ini-
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tial 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 including 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 Depositor otherwise directs, used for payment
of redemptions in excess of the per-Unit amount allocable to Units tendered
for redemption.
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, Strategic Growth Large Cap Portfolio 99-1 (the "Strategic Growth
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 25,000 for the Select 5 Trust.
E. A Unit is hereby declared initially equal to 1/25,000th for the
Strategic Growth Trust.
F. The term "In-Kind Distribution Date" shall mean July 3, 2000.
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G. The term "Record Dates" shall mean December 1, 1999,
and July 24, 2000 and such other date as the Depositor may direct.
H. The term "Distribution Dates" shall mean December 15, 1999,
and on or about July 31, 2000 and such other date as the Depositor may
direct.
I. The term "Termination Date" shall mean July 24, 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 $0.74 per 100 Units if the greatest number of Units
outstanding during the period is 10,000,000 or more; $0.80 per 100 Units if
the greatest number of Units outstanding during the period is between
5,000,000 and 9,999,999; and $0.86 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.
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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.
