XXXXXX XXXXXXX XXXX XXXXXX SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 98-4
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated June 30, 1998 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".
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
98-4 (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 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
August 12, 1999.
G. The term "Record Dates" shall mean October 1,
1998, January 1, 1999, April 1, 1999, September 1, 1999
and such other date as the Depositor may direct.
H. The term "Distribution Dates" shall mean
October 15, 1998, January 15, 1999, April 15, 1999 and on
or about September 8, 1999 and such other date as the
Depositor may direct.
I. The term "Termination Date" shall mean
September 1, 1999.
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 $1.02 per 100 Units if
the greatest number of Units outstanding during the period
is 10,000,000 or more; $1.08 per 100 Units if the greatest
number of Units outstanding during the period is between
5,000,000 and 9,999,999; and $1.14 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.
