Exhibit 4.2
XXXX XXXXXX SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 98-3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1998
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 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.
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 98-3 (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 Xxx-
nolds Inc.
D. The aggregate number of Units referred to in Sec-
tions 2.03 and 9.01 of the Basic Agreement is for the Se-
lect 5 Trust.
E. A Unit is hereby declared initially equal to
1/ th for the Select 5 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. 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 $ per 100 Units.
L. For a Unit Holder to receive "in-kind" distribu-
tion during the life of the Trust other than in connection with a
rollover, such Unit Holder must tender at least 25,000 Units for
redemption. On the In-Kind Date there is no minimum amount of
Units that a Unit Holder must tender in order to receive an
"in-kind" distribution.
M. The Indenture is amended to provide that the pe-
riod during which the Trustee shall liquidate the Trust Securi-
ties shall not excess 14 business days commencing on the first
business day following the In-Kind Date.
(Signatures and acknowledgments on separate pages)
