SCHWAB TRUSTS,
SCHWAB TEN TRUST, 1997 SERIES A
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated
November 4, 1997 among Xxxxxxx Xxxxxx & Co., Inc., Xxxxx & Tang Distributor
L.P., as Depositors and The Chase Manhattan Bank, as Trustee, sets forth certain
provisions in full and incorporates other provisions by reference to the
document entitled "Schwab Trusts, Schwab Ten Trust, 1997 Series A, and
Subsequent Series, Trust Indenture and Agreement" dated November 4, 1997 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 Depositor wishes to deposit Securities, and any
Additional Securities as listed on any Addendums hereto, into the Trust and
issue Units, and Additional Units as the case maybe, in respect thereof pursuant
to Sections 2.1 and 2.5 of the Indenture; and
NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the Depositor and the Trustee 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 Addendums, attached hereto, evidencing the purchase of Additional
Securities which have been deposited
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to effect an increase over the number of Units initially specified in Part II of
this Reference Trust Agreement ("Additional Closings"). The Depositor and
Trustee hereby agree that their respective representations, agreements and
certifications contained in the Closing Memorandum dated November 4, 1997,
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 their 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 Equity Securities 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 14,977.
(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 1/14977 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of June
and December commencing on December 15, 1997.
(e) The term Distribution Date shall mean the last business
day of June and December commencing on December 31, 1997.
(f) The First Settlement Date shall mean November 7, 1997.
(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 Deposit Period.
(h) For purposes of Section 6.4, the Trustee shall be paid per
annum an amount computed according to the following
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schedule, determined on the basis of the number of Units outstanding as of the
Record Date preceding the Record Date on which the compensation is to be paid,
provided, however, that with respect to the period prior to the first Record
Date, the Trustee's compensation shall be computed at $.92 per 100 Units:
rate per 100 units number of Units outstanding
$0.92 5,000,000 or less
$0.86 5,000,001 - 10,000,000
$0.80 10,000,001 - 20,000,000
$0.68 20,000,001 or more
(i) For purposes of Section 7.4, the Depositors' maximum
annual supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be December 10, 1998 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 3.15, 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/ Xxxxx X. Xxxxx
----------------------------
Authorized Signator
STATE OF CALIFORNIA )
: ss:
COUNTY OF SAN FRANCISCO )
On this 3rd day of November, 1997, before me personally
appeared Xxxxx X. 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/ Xxxxxxxxx X. Xxxxxxxx
-------------------------
Notary Public
XXXXX & XXXX DISTRIBUTORS L.P.
Depositor
By: Xxxxx & Tang Asset Management, Inc.,
as General Partner of Depositor
By: /s/ Xxxxx X. XxXxxxx
-------------------------------
Authorized Signator
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 3rd day of November, 1997, before me personally
appeared Xxxxx X. XxXxxxx, to me known, who being by me duly sworn, said that he
is an Authorized Signator of Xxxxx & Xxxx Asset Management, Inc. as General
Partner of 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/ Xxxxxx Xxxxxx
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Notary Public
THE CHASE MANHATTAN BANK
Trustee
By: /s/ Xxxxxx Xxxxxxxx
----------------------------
Vice President
(SEAL)
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 3rd day of November, 1997, before me personally
appeared Xxxxxx Xxxxxxxx, to me known, who being by me duly sworn, said that he
is an Authorized Signator of The Chase Manhattan Bank, one of the corporations
described in and which executed the foregoing instrument; that he 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 signed his name thereto by like authority.
/s/ Xxx XxXxxxxx
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Notary Public
