Common use of Initial Costs Clause in Contracts

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 20. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 21. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 25. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 26. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit Deposit; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2016. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2117. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 2318. Section 2.03(a) shall be amended replaced in its entirety by adding the following sentence immediately after the first sentence of such Sectionfollowing: "(a) The Trustee hereby acknowledges receipt of the deposit of the Securities listed in the Schedules to the Trust Agreement and referred to in Section 2.01 hereof and, simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the ownership of the number of Units specified and, if such Units are represented by a Certificate, such Certificate substantially in the form above recited, representing the ownership of those Units. The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are The Trustee hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based agrees that on the last available sale price date of any Supplemental Indenture it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or immediately prior to such other person or persons as may be indicated by the Evaluation Time on Depositor, of the exchange which is the principal market therefor, which shall be deemed aggregate number of Units to be the New York Stock Exchange if the issued in respect of such additional Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) orso deposited, if there is no such available sale price on such exchange. If the Securities are not so listed orand shall, if so listedrequested, the principal market therefor is other than on such exchange execute a Certificate or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) Certificates substantially in the case form above recited representing the ownership of Equity Securities, on the basis an aggregate number of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity SecuritiesUnits." 25. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 2619. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2027. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2128. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 2529. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 2630. Section 2.03(a) shall be replaced in its entirety by the following: "(a) The Trustee hereby acknowledges receipt of the deposit of the Securities listed in the Schedules to the Trust Agreement and referred to in Section 2.01 hereof and, simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the ownership of the number of Units specified and, if such Units are represented by a Certificate, such Certificate substantially in the form above recited, representing the ownership of those Units. The number of Units may be increased throutgh a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any Supplemental Indenture it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such additional Securities so deposited, and shall, if so requested, execute a Certificate or Certificates substantially in the form above recited representing the ownership of an aggregate number of those Units." 31. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2027. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2128. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 2529. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 2630. Section 2.03(a) shall be replaced in its entirety by the following: "(a) The Trustee hereby acknowledges receipt of the deposit of the Securities listed in the Schedules to the Trust Agreement and referred to in Section 2.01 hereof and, simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the ownership of the number of Units specified and, if such Units are represented by a Certificate, such Certificate substantially in the form above recited, representing the ownership of those Units. The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any Supplemental Indenture it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such additional Securities so deposited, and shall, if so requested, execute a Certificate or Certificates substantially in the form above recited representing the ownership of an aggregate number of those Units." 31. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2027. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2128. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 2329. Section 2.03(a) shall be amended replaced in its entirety by adding the following sentence immediately after the first sentence of such Sectionfollowing: "(a) The Trustee hereby acknowledges receipt of the deposit of the Securities listed in the Schedules to the Trust Agreement and referred to in Section 2.01 hereof and, simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the ownership of the number of Units specified and, if such Units are represented by a Certificate, such Certificate substantially in the form above recited, representing the ownership of those Units. The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are The Trustee hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based agrees that on the last available sale price date of any Supplemental Indenture it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or immediately prior to such other person or persons as may be indicated by the Evaluation Time on Depositor, of the exchange which is the principal market therefor, which shall be deemed aggregate number of Units to be the New York Stock Exchange if the issued in respect of such additional Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) orso deposited, if there is no such available sale price on such exchange. If the Securities are not so listed orand shall, if so listedrequested, the principal market therefor is other than on such exchange execute a Certificate or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) Certificates substantially in the case form above recited representing the ownership of Equity Securities, on the basis an aggregate number of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity SecuritiesUnits." 25. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 2630. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2027. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2128. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 2529. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 2630. Section 2.03(a) shall be replaced in its entirety by the following: "(a) The Trustee hereby acknowledges receipt of the deposit of the Securities listed in the Schedules to the Trust Agreement and referred to in Section 2.01 hereof and, simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the ownership of the number of Units specified and, if such Units are represented by a Certificate, such Certificate substantially in the form above recited, representing the ownership of those Units. The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any Supplemental Indenture it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such additional Securities so deposited, and shall, if so requested, execute a Certificate or Certificates substantially in the form above recited representing the ownership of an aggregate number of those Units." 31. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12. 32. Section 5.02 of the Standard Terms and Conditions of Trust shall be amended by adding the following to the end of such Section: "Notwithstanding anything to the contrary herein, unless a Unitholder properly makes an affirmative election to the contrary as specified in the Prospectus, each Unitholder will be deemed to have tendered all Units then owned for redemption to the Trustee on the first Special Redemption Date and shall have such Units redeemed on such date as provided herein." In Witness Whereof, Van Kampen American Capital Distributors, Inc. has caused this Xxxxx Xxreement to be executed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Vice Presidents or Assistant Secretaries, American Portfolio Evaluation Services, a division of Van Kampen American Capital Investment Advisory Corp., and Van Xxxxxx Xxerican Capital Investment Advisory Corp., have each xxxxxx xhis Trust Indenture and Agreement to be executed by their respective President or one of their respective Vice Presidents and the corporate seal of each to be hereto affixed and attested to by the Secretary, Assistant Secretary or one of their respective Vice Presidents or Assistant Vice Presidents and The Bank of New York, has caused this Trust Agreement to be executed by one of its Vice Presidents and its corporate seal to be hereto affixed and attested to by one of its Assistant Treasurers all as of the day, month and year first above written. Van Kampen American Capital Xxxxxxxxtors, Inc. By James J. Boyne Vice Presidxxx, Xxxxxxxxx General Counsel and Assistant Secretary Attest: By Cathy Napoli Assistant Secretary Xxxxxcan Portfolio Evaluation Services, a division of Van Kampen American Capitax Xxxxxxxxnt Advisory Corp. By Dennis J. McDonnell Presidxxx Xxxxxx: Xx Xxmes J. Boyne Assistant Secretary Van Kampen American Capital Xxxxxxxxnt Advisory Corp. By Dennis J. McDonnell Presidxxx Xxxxxx: Xx Xxmes J. Boyne Assistant Secretary The Bank of New York By Ted Rudich Vice President Xxxxxx: By Paul Kelleher Assistant Treasurer Schedxxx X xx Xxxxt Agreement Securities Initially Deposited in Van Kampen American Capital Equity Opportunity Trust, Series 68

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2027. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2128. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 2229. Notwithstanding Nothwithstanding anything to the contrary hereinin the Standard Terms and Conditions of Trust, the annual audit deductions specified in Section 3.05(a) shall be deducted from the Capital Account of the related Trust's accounts described in Section 6.02 ; deductions from the Income Account of a Trust shall not be requiredmade for purposes of such Section. 23The preceding sentence, shall not affect any right of the Trustee to sell Securities or any lien on a Trust otherwise created hereby. 30. Section 2.03(a) shall be amended replaced in its entirety by adding the following sentence immediately after the first sentence of such Sectionfollowing: "(a) The Trustee hereby acknowledges receipt of the deposit of the Securities listed in the Schedules to the Trust Agreement and referred to in Section 2.01 hereof and, simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the ownership of the number of Units specified and, if such Units are represented by a Certificate, such Certificate substantially in the form above recited, representing the ownership of those Units. The number of Units may be increased through throutgh a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are The Trustee hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based agrees that on the last available sale price date of any Supplemental Indenture it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or immediately prior to such other person or persons as may be indicated by the Evaluation Time on Depositor, of the exchange which is the principal market therefor, which shall be deemed aggregate number of Units to be the New York Stock Exchange if the issued in respect of such additional Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) orso deposited, if there is no such available sale price on such exchange. If the Securities are not so listed orand shall, if so listedrequested, the principal market therefor is other than on such exchange execute a Certificate or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) Certificates substantially in the case form above recited representing the ownership of Equity Securitiesan aggregate number of those Units." In Witness Whereof, on the basis Van Kampen American Capital Distributors, Inc. has caused thxx Xxxxx Agreement to be executed by one of the current ask price (unless the Evaluator deems such price inappropriate as its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Vice Presidents or Assistant Secretaries, American Portfolio Evaluation Services, a basis for evaluation)division of Van Kampen American Capital Investment Advisory Corp., (ii) on the basis and Vxx Xxxxxx American Capital Investment Advisory Corp., have eaxx xxxxxx this Trust Indenture and Agreement to be executed by their respective President or one of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee their respective Vice Presidents and the Depositor, on the basis corporate seal of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation each to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value hereto affixed and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 25. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified attested to by the Depositor; Secretary, Assistant Secretary or one of their respective Vice Presidents or Assistant Vice Presidents and (iv) deduct from the Capital Account The Bank of New York, has caused this Trust Agreement to be executed by one of its Vice Presidents and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled its corporate seal to receive pursuant be hereto affixed and attested to Section 3.13." 26. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date by one of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by Assistant Treasurers all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion as of the Unit Value day, month and year first above written. Van Kampen American Capital Xxxxxxbutors, Inc. By Sandra A. Waterworth Vicx Xxxxxxxxx Xxxxxx: By Gina M. Scumaci Assistant Secretary Xxxxxxan Portfolio Evaluation Services, a division of the Units created by such deposit attributable to the Van Kampen American Capixxx Xxxxxxment Advisory Corp. By Dennis J. McDonnell Presxxxxx Xxxxxx Xx Xxott E. Martin Assistant Secretary Van Kampen American Capital Xxxxxxment Advisory Corp. By Dennis J. McDonnell Presxxxxx Xxxxxx Xx Xxott E. Martin Assistant Secretary The Bank of New York By Jeffrey Bieselin Vice Prxxxxxxx Xxxxxx By Norbert Loney Assistant Treasurer Schedxxx X xx Xxxxt Agreement Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, Initially Deposited in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Van Kampen American Capital Equity and Treasury Opportunity Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.Series 44

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2027. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2128. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary hereinIn Witness Whereof, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereofXxx Xxxxxx American Capital Distributors, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed Inc. has caused this Trust Agreement to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as executed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Vice Presidents or Assistant Secretaries, American Portfolio Evaluation Services, a basis for evaluation) ordivision of Xxx Xxxxxx American Capital Investment Advisory Corp., if there is no such available sale price on such exchange. If the Securities are not so listed orand Xxx Xxxxxx American Capital Investment Advisory Corp., if so listed, the principal market therefor is other than on such exchange have each caused this Trust Indenture and Agreement to be executed by their respective President or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case one of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee their respective Vice Presidents and the Depositor, on the basis corporate seal of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation each to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value hereto affixed and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 25. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified attested to by the Depositor; Secretary, Assistant Secretary or one of their respective Vice Presidents or Assistant Vice Presidents and (iv) deduct from the Capital Account The Bank of New York, has caused this Trust Agreement to be executed by one of its Vice Presidents and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled its corporate seal to receive pursuant be hereto affixed and attested to Section 3.13." 26. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date by one of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by Assistant Treasurers all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion as of the Unit Value day, month and year first above written. Xxx Xxxxxx American Capital Distributors, Inc. By Xxxxxx X. Xxxxxxxxxx Vice President Attest: By Xxxx X. Xxxxxxx Assistant Secretary American Portfolio Evaluation Services, a division of the Units created by such deposit attributable Xxx Xxxxxx American Capital Investment Advisory Corp. By Xxxxxx X. XxXxxxxxx President Attest By Xxxxx X. Xxxxxx Assistant Secretary Xxx Xxxxxx American Capital Investment Advisory Corp. By Xxxxxx X. XxXxxxxxx President Attest By Xxxxx X. Xxxxxx Assistant Secretary The Bank of New York By Xxxxxxx Xxxxxxxx Vice President Attest By Xxxxxxx Xxxxx Assistant Treasurer Schedule A to the Trust Agreement Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, Initially Deposited in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Xxx Xxxxxx American Capital Equity and Treasury Opportunity Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.Series 22

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2012. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except except as provided in Sections 3.01 and 3.05," 2113. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary hereinIn Witness Whereof, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereofVan Kampen American Capital Distributors, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed Inc. has caused this Truxx Xxxxxxxnt to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as executed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Vice Presidents or Assistant Secretaries, American Portfolio Evaluation Services, a basis for evaluation) ordivision of Van Kampen American Capital Investment Advisory Corp., if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity and Principxx Xxxxxxxal Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation)Inc., (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers have each caused this Trust Indenture and Agreement to be executed by their respective President or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee other officer and the Depositor, on the basis corporate seal of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation each to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value hereto affixed and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 25. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified attested to by the Depositor; Secretary, Assistant Secretary or one of their respective Vice Presidents or Assistant Vice Presidents and (iv) deduct from The Bank of New York, has caused this Trust Agreement to be executed by one of its Vice Presidents and its corporate seal to be hereto affixed and attested to by one of its Assistant Treasurers all as of the day, month and year first above written. Van Kampen American Capital Account and pay toXxxxxxxxxors, or reserve forInc. By Sandra A. Waterworth Vice Pxxxxxxxx Xxxxxx: Xy Gina M. Scumaci Assistant Secretary Xxxxxxan Portfolio Evaluation Services, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 26. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date a division of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Van Kampen American Capital Xxxxxxxxxt Advisory Corp. By Dennis J. McDonnell Presidexx Xxxxxx Xx Xxxxx E. Martin Assistant Secretary Principal Financial Securities, duly endorsed Inc. By Paul Larkin Executive Vice Xxxxxxxxx Xttest By Robert Hughes Vice President The Bank of New York By Jeffrey Bieselin Vice Presixxxx Xxxxxx Xx Norbert Loney Assistant Treasurer Schedule A to Trust Agreement Securities Initially Deposited in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Van Kampen American Capital Equity and Treasury Opportunity Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.SERIES 23

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2027. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2128. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 2529. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 2630. Section 2.03(a) shall be replaced in its entirety by the following: "(a) The Trustee hereby acknowledges receipt of the deposit of the Securities listed in the Schedules to the Trust Agreement and referred to in Section 2.01 hereof and, simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the ownership of the number of Units specified and, if such Units are represented by a Certificate, such Certificate substantially in the form above recited, representing the ownership of those Units. The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any Supplemental Indenture it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such additional Securities so deposited, and shall, if so requested, execute a Certificate or Certificates substantially in the form above recited representing the ownership of an aggregate number of those Units." 31. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12. 32. Section 5.02 of the Standard Terms and Conditions of Trust shall be amended by adding the following to the end of such Section: "Notwithstanding anything to the contrary herein, unless a Unitholder properly makes an affirmative election to the contrary as specified in the Prospectus, each Unitholder will be deemed to have tendered all Units then owned for redemption to the Trustee on the first Special Redemption Date and shall have such Units redeemed on such date as provided herein." In Witness Whereof, Van Kampen American Capital Distributors, Inc. has caused this Xxxxx Xxreement to be executed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Vice Presidents or Assistant Secretaries, American Portfolio Evaluation Services, a division of Van Kampen American Capital Investment Advisory Corp., and Van Xxxxxx Xxerican Capital Investment Advisory Corp., have each xxxxxx xhis Trust Indenture and Agreement to be executed by their respective President or one of their respective Vice Presidents and the corporate seal of each to be hereto affixed and attested to by the Secretary, Assistant Secretary or one of their respective Vice Presidents or Assistant Vice Presidents and The Bank of New York, has caused this Trust Agreement to be executed by one of its Vice Presidents and its corporate seal to be hereto affixed and attested to by one of its Assistant Treasurers all as of the day, month and year first above written. Van Kampen American Capital Xxxxxxxxxxrs, Inc. By James J. Boyne Vice Presidenx, Xxxxxxxxx Xeneral Counsel and Assistant Secretary Attest: By Cathy Napoli Assistant Secretary Xxxxxxan Portfolio Evaluation Services, a division of Van Kampen American Capital Xxxxxxxxxt Advisory Corp. By Dennis J. McDonnell Presidexx Xxxxxx Xx Xxxxx J. Boyne Assistant Secretary Van Kampen American Capital Xxxxxxxxxt Advisory Corp. By Dennis J. McDonnell Presidexx Xxxxxx Xx Xxxxx J. Boyne Assistant Secretary The Bank of New York By Ted Rudich Vice President Axxxxx Xx Jeffrey Cohen Assistant Treasurer Schedxxx X xx Xxxxt Agreement Securities Initially Deposited in Van Kampen American Capital Equity Opportunity Trust, Series 78 (Xxxx: Xncorporated herein and made a part hereof are the "Portfolios" as set forth in the Prospectus.)

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2013. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2114. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 2215. Notwithstanding anything to the contrary herein, the annual audit Section 3.07(f) and (g) are hereby revised and a new subsection (h) is hereby added as follows: "(f) that all of the Trust's accounts described Securities in the Great International Firms Trust will be sold pursuant to termination of the Trust pursuant to Section 6.02 shall not be required. 238.02 hereof; (g) that such sale is required due to Units tendered for redemption; and (h) the sale of a Security is necessary to ensure that the Great International Firms Trust continues to satisfy the qualifications of a regulated investment company, including the requirements with respect to diversification under Section 851 of the Internal Revenue Code." 16. Section 2.03(a8.01(a)(ii) shall be amended revised as follows: "(ii) to make such other provision regarding matters or questions arising hereunder as shall not materially adversely affect the interests of the Unitholders or (iii) to make such amendments as may be necessary for the Great International Firms Trust to continue to qualify as a regulated investment company for federal income tax purposes." 17. Section 8.01(b)(3) shall be revised as follows: "(3) adversely affect the characterization of the Great International Firms Trust as a regulated investment company for federal income tax purposes." 18. The first and current second paragraphs of Section 3.12 shall be revised as subsections by adding the following sentence immediately after starting the first sentence paragraph with an "(a)" and the second paragraph with a "(c)" and renumbering the items (a)-(e) in the first paragraph as (i)-(v). A new second paragraph shall be added as follows: In the event a Security is sold pursuant to Section 3.07(e) as a direct result of serious adverse credit factors affecting the issuer of such Section: "The number of Units may be increased through a split Security, the Sponsor may, but is not obligated, to direct the reinvestment of the Units or decreased through a reverse split thereofproceeds of, as directed by the Depositorsale of such Security in any other securities which meets the criteria necessary for inclusion in the Great International Firms Trust on the Initial Date of Deposit. 19. Article IV, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections Section 4.01(b) of the Standard Terms and (c) are Conditions of Trust is hereby deleted and replaced in its entirety with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national or foreign securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchangeexchange at the last available ask price of the Equity Securities. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price on the over-the-counter market (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. If the Trust holds Securities denominated in a currency other than U.S. dollars, the Evaluation of such Security shall be converted to U.S. dollars based on current offering side exchange rates (unless the Evaluator deems such prices inappropriate as a basis for valuation). The Evaluator shall add to the Evaluation of each Security the amount of any commissions and relevant taxes associated with the acquisition of the Security. As used herein, the closing sale price is deemed to mean the most recent closing sale price on the relevant securities exchange immediately prior to the Evaluation time. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01." 20. Article IV, Section 4.01(c) of the Standard Terms and Conditions of Trust is hereby deleted and replaced in its entirety with the following: "(c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in Section 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations Obligations, the bid side value of the relevant currency exchange rate expressed in U.S. dollars and, except in those cases in which the Equity Securities are listed on a national or foreign securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices price of the Equity Securities. In addition, the Evaluator shall (i) not make the addition specified in the fourth sentence of Section 4.01(b) and (ii) shall reduce the Evaluation of each Security by the amount of any liquidation costs (other than brokerage costs incurred on any national securities exchange) and any capital gains or other taxes which would be incurred by the Trust upon the sale of such Security, such taxes being computed as if the Security were sold on the date of the Evaluation." 2521. Section 3.05(a2.03(a) is hereby shall be replaced with in its entirety by the following: "(a) On or immediately after The Trustee hereby acknowledges receipt of the tenth deposit of the day of each month, Securities listed in the Trustee shall satisfy itself as Schedules to the adequacy Trust Agreement and referred to in Section 2.01 hereof and, simultaneously with the receipt of said deposit, has recorded on its books the Reserve Accountownership, making any further credits thereto by the Depositor or such other person or persons as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to be indicated by the Depositor; , of the aggregate number of Units specified in the Trust Agreement and (iv) deduct from the Capital Account and pay tohas delivered, or reserve foron the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the Supervisory Servicer ownership of the amount number of Units specified and, if such Units are represented by a Certificate, such Certificate substantially in the form above recited, representing the ownership of those Units. The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any Supplemental Indenture it is entitled shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to receive pursuant to Section 3.13be issued in respect of such additional Securities so deposited, and shall, if so requested, execute a Certificate or Certificates substantially in the form above recited representing the ownership of an aggregate number of those Units." 2622. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12. 23. The Initial Date of Deposit for the Trusts is the date hereof. 24. Section 2.01(c) of the Standard Terms and Conditions of Trust is hereby amended by adding the following at the conclusion thereof: "If any Contract Obligations requires settlement in a foreign currency, in connection with the deposit of such Contract Obligation the Depositor will deposit with the Trustee either an amount of such currency sufficient to settle the contract or a foreign exchange contract in such amount which settles concurrently with the settlement of the Contract Obligation and cash or a Letter of Credit in U.S. dollars sufficient to perform such foreign exchange contract." 25. Article III of the Standard Terms and Conditions of Trust is hereby amended by inserting the following paragraph which shall be entitled Section 3.15.: "Section 3.15.

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 20. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 21. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 2423. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 2524. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 2625. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2018. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except except as provided in Sections 3.01 and 3.05," 2119. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 2220. Notwithstanding anything to the contrary herein, the annual audit The first paragraph of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended 3.11 is hereby stricken and replaced by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities3.11." 25. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 26. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.

Initial Costs. The following organization and regular and recurring expenses of the a Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including the cost of the initial preparation and typesetting of the registration statement, prospectuses (including preliminary prospectuses), the indenture, and other documents relating to the a Trust, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial valuation of the portfolio and audit of the a 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the a Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the related Prospectus. 2014. Section 6.01(i) 3.02 of the Standard Terms and Conditions of Trust shall be amended by adding inserting the following to immediately after the beginning parenthetical in the first sentence of the first paragraph of such Section 3.02: "and any Rule 12b-1 fees rebated by or on behalf of the Mutual Fund" 15. Section 3.06(A)(1) of the Standard Terms and Conditions of Trust is revised by inserting "and the amount of any rebated Rule 12b-1 fees" at the end of such Section. 16. Section 3.11 shall be revised by inserting the following section at the end of the first paragraph of such Section: "Except In the event that the trustee shall have been notified at any time of any action to be taken or proposed to be taken by at least a legally required number of holders of the shares of any Mutual Fund deposited in a Trust, the Trustee shall take such action or omit from taking any action, as provided appropriate, so as to insure that the shares of such Mutual Fund are voted as closely as possible in Sections 3.01 the same manner and 3.05,the same general proportion, with respect to all issues, as are the shares of such Mutual Fund held by owners other than the Trust." 2117. Section 8.04 is hereby amended 4.01(b) shall be revised by deleting replacing (i) through (iv) in the first word second sentence of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the FundTrust, and, with respect to any Mutual Fund shares deposited in a Trust, the net asset value of such shares, (iiiii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity SecuritiesObligations, on the basis of the offering or ask price for comparable securities, and, with respect to any Mutual Fund shares deposited in a Trust, the net asset value of such shares, (iviii) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by appraisal, and, with respest to any combination of the above. For each EvaluationMutual Fund shares deposited in a Trust, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the net asset value of all Trust assets other than Securitiessuch shares, or" 18. Section 4.01(c) shall be replaced with the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. following: "(c) For After the initial offering period and both during and after the initial offering period, for purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in Section 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis net asset value of the last available bid prices of the Equity SecuritiesMutual Fund shares." 2519. Section 3.05(a5.01 shall be amended by replacing the text following (ii) is hereby replaced and (iii) in the first sentence of such Section with the following: "(aii) On or immediately after the tenth aggregate Evaluation of all Securities (including Contract Obligations) on deposit in the day Trust as determined by the Evaluator (such Evaluation to be made on the basis of each monthbid prices (if Zero Coupon Obligations are sold on such day, then such Evaluation for the Trustee Zero Coupon Obligations shall satisfy itself as to be at the adequacy weighted average of the Reserve Accountexecution prices for all Zero Coupon Obligations sold on such day) for the Zero Coupon Obligations and Net Asset Value for the Mutual Fund shares for the purpose of computing redemption value of Units as set forth in Section 5.02 hereof, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; plus (iii) deduct all other income from the Capital Account and pay to counsel, Securities (including dividends receivable on Mutual Fund shares trading ex-dividend as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of the date of such counsel valuation and accrued rebate of Rule 12b-1 fees as reported to the Trustee upon which notification the Trustee is authorized conclusively to rely) as of the close of business on the date of such Evaluation together with all other assets of the Trust." 20. Notwithstanding anything to the contrary in Section 5.02 of the Standard Terms and Conditions of trust, upon redemption, Unitholders will be entitled to an "In Kind Distribution" pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from terms specified in the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 26Prospectus. 21. Section 2.01(b6.01(i) is hereby replaced of the Standard Terms and Conditions of Trust shall be amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, no" 22. Section 8.02(d)(i)(y) shall be replaced in its entirety with the following" "(by) From time to time following such Unitholder's pro rata share of the Initial Date of Deposit, the Depositor is hereby authorizedremaining Mutual Funds shares, in its discretionkind, to assignthe extent of the fractional portion of a share allowed to be transferred on the Transfer Books of the Mutual Fund," 23. Section 8.02(d)(i) shall be revised by adding the following sentence at the end of such Section: "Notwithstanding the foregoing, convey Unitholders may elect to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the invest that portion of the Unit Value of the Units created proceeds received upon termination represented by such deposit attributable cash into Mutual Fund shares without a sales charge to the Securities to be purchased pursuant to extent allowed by the Mutual Fund." 24. Section 8.04 is hereby amended by inserting the following at the end of such instructionsSection: ", except as provided in Sections 3.01 and 3.05" 25. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory Notwithstanding anything to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) contrary in the Select Equity Standard Terms and Treasury Conditions of Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the requisite number of Units created by reason needed to be tendered to exercise an In Kind Distribution as set forth in Sections 5.02 and 8.02 shall be that number set forth in the Prospectus. 26. Section 8.02 is hereby revised to require an affirmative vote of Unitholders representing 66 2/3% of the depositthen outstanding Units to terminate the Trust rather than the 51% indicated therein. 27. Notwithstanding anything to the contrary, Units shall equal at least $10.00. The Depositor, be issued in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, book entry form as nearly as is practicable, described in the identical ratio as Prospectus and will not be held in certificated form. In Witness Whereof, Van Kampen American Capital Distributors, Inc. has caused this Trxxx Xxxxxxent to be executed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Vice Presidents or Assistant Secretaries, American Portfolio Evaluation Services, a division of Van Kampen American Capital Investment Advisory Corp., and Van Kaxxxx Xxxxxcan Capital Investment Advisory Corp., have each xxxxxx xxxs Trust Indenture and Agreement to be executed by their respective President or one of their respective Vice Presidents and the Percentage Ratio for such Securities as is specified in corporate seal of each to be hereto affixed and attested to by the Secretary, Assistant Secretary or one of their respective Vice Presidents or Assistant Vice Presidents and The Bank of New York, has caused this Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit to be executed by one of additional Securities its Vice Presidents and which were represented its corporate seal to be hereto affixed and attested to by Contract Obligations within 10 calendar days after such deposit one of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control its Assistant Treasurers all as of the Depositor or if for any other reason the day, month and year first above written. Van Kampen American Capital Xxxxxxxxtors, Inc. By Sandra A. Waterworth Vice Xxxxxxxxx Xxxxxx: By Gina M. Scumaci Assistant Secretary Xxxxxcan Portfolio Evaluation Services, a division of Van Kampen American Capitax Xxxxxxxxnt Advisory Corp. By Dennis J. McDonnell Presixxxx Xxxxxx Xx Xxxtt E. Martin Assistant Secretary Van Kampen American Capital Xxxxxxxxnt Advisory Corp. By Dennis J. McDonnell Presixxxx Xxxxxx Xx Xxxtt E. Martin Assistant Secretary The Bank of New York By Jeffrey Bieselin Vice Prexxxxxx Xxxxxx Xy Norbert Loney Assistant Treasurer Schedxxx X xx Xxxxt Agreement Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such depositInitially Deposited in Van Kampen American Capital Equity Opportunity Trust, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.Series 24

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2012. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except except as provided in Sections 3.01 and 3.05," 2113. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary hereinIn Witness Whereof, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereofXxx Xxxxxx American Capital Distributors, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed Inc. has caused this Trust Agreement to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as executed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Vice Presidents or Assistant Secretaries, American Portfolio Evaluation Services, a basis for evaluation) ordivision of Xxx Xxxxxx American Capital Investment Advisory Corp., if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity and Principal Financial Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation)Inc., (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers have each caused this Trust Indenture and Agreement to be executed by their respective President or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee other officer and the Depositor, on the basis corporate seal of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation each to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value hereto affixed and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 25. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified attested to by the Depositor; Secretary, Assistant Secretary or one of their respective Vice Presidents or Assistant Vice Presidents and (iv) deduct from the Capital Account The Bank of New York, has caused this Trust Agreement to be executed by one of its Vice Presidents and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled its corporate seal to receive pursuant be hereto affixed and attested to Section 3.13." 26. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date by one of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by Assistant Treasurers all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion as of the Unit Value day, month and year first above written. Xxx Xxxxxx American Capital Distributors, Inc. By Xxxxxx X. Xxxxxxxxxx Vice President Attest: By Xxxx X. Xxxxxxx Assistant Secretary American Portfolio Evaluation Services, a division of the Units created by such deposit attributable Xxx Xxxxxx American Capital Investment Advisory Corp. By Xxxxxx X. XxXxxxxxx President Attest: By Xxxxx X. Xxxxxx Assistant Secretary First of Michigan Corporation By Xxxxx Xxxxxx, Xx. President Attest: By Xxxxxx X. Xxxxx Treasurer The Bank of New York By Xxxxxxx Xxxxxxxx Vice President Attest: By Xxxxxxx Xxxxx Assistant Treasurer Schedule A to the Trust Agreement Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, Initially Deposited in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Xxx Xxxxxx American Capital Equity and Treasury Opportunity Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.Series 27

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2013. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2114. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 2215. Notwithstanding anything to the contrary herein, the annual audit The first paragraph of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended 3.11 is hereby stricken and replaced by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities3.11." 25. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 26. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2027. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2128. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 2529. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 2630. Section 2.03(a) shall be replaced in its entirety by the following: "(a) The Trustee hereby acknowledges receipt of the deposit of the Securities listed in the Schedules to the Trust Agreement and referred to in Section 2.01 hereof and, simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the ownership of the number of Units specified and, if such Units are represented by a Certificate, such Certificate substantially in the form above recited, representing the ownership of those Units. The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any Supplemental Indenture it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such additional Securities so deposited, and shall, if so requested, execute a Certificate or Certificates substantially in the form above recited representing the ownership of an aggregate number of those Units." 31. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12. 32. Section 5.02 of the Standard Terms and Conditions of Trust shall be amended by adding the following to the end of such Section: "Notwithstanding anything to the contrary herein, unless a Unitholder properly makes an affirmative election to the contrary as specified in the Prospectus, each Unitholder will be deemed to have tendered all Units then owned for redemption to the Trustee on the first Special Redemption Date and shall have such Units redeemed on such date as provided herein." In Witness Whereof, Van Kampen American Capital Distributors, Inc. has caused this Xxxxx Xxreement to be executed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Vice Presidents or Assistant Secretaries, American Portfolio Evaluation Services, a division of Van Kampen American Capital Investment Advisory Corp., and Van Xxxxxx Xxerican Capital Investment Advisory Corp., have each xxxxxx xhis Trust Indenture and Agreement to be executed by their respective President or one of their respective Vice Presidents and the corporate seal of each to be hereto affixed and attested to by the Secretary, Assistant Secretary or one of their respective Vice Presidents or Assistant Vice Presidents and The Bank of New York, has caused this Trust Agreement to be executed by one of its Vice Presidents and its corporate seal to be hereto affixed and attested to by one of its Assistant Treasurers all as of the day, month and year first above written. Van Kampen American Capital Xxxxxxxxtors, Inc. By James J. Boyne Vice Presidxxx, Xxxxxxxxx General Counsel and Assistant Secretary Attest: By Cathy Napoli Assistant Secretary Xxxxxxxx Portfolio Evaluation Services, a division of Van Kampen American Capitax Xxxxxxxxnt Advisory Corp. By Dennis J. McDonnell Presidxxx Xxxxxx Xx Xxxxs J. Boyne Assistant Secretary Van Kampen American Capital Xxxxxxxxnt Advisory Corp. By Dennis J. McDonnell Presidxxx Xxxxxx Xx Xxxxs J. Boyne Assistant Secretary The Bank of New York By Ted Rudich Vice President Xxxxxx Xx Jeffrey Cohen Assistant Treasurer Schedule X xx Xxxxx Xxreement Securities Initially Deposited in Van Kampen American Capital Equity Opportunity Trust, Series 81

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2012. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except except as provided in Sections 3.01 and 3.05," 2113. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 2214. Notwithstanding anything to the contrary hereinArticle IV, the annual audit Section 4.01(b) of the Trust's accounts described Standard Terms and Conditions of Trust is hereby deleted and replaced in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced entirety with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national or foreign securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchangeexchange at the last available ask price of the Equity Securities. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price on the over-the-counter market (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. If the Trust holds Securities denominated in a currency other than U.S. dollars, the Evaluation of such Security shall be converted to U.S. dollars based on current offering side exchange rates (unless the Evaluator deems such prices inappropriate as a basis for valuation). The Evaluator shall add to the Evaluation of each Security the amount of any commissions and relevant taxes associated with the acquisition of the Security. As used herein, the closing sale price is deemed to mean the most recent closing sale price on the relevant securities exchange immediately prior to the Evaluation time. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01." 15. Article IV, Section 4.01(c) of the Standard Terms and Conditions of Trust is hereby deleted and replaced in its entirety with the following: "(c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in Section 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations Obligations, the bid side value of the relevant currency exchange rate expressed in U.S. dollars and, except in those cases in which the Equity Securities are listed on a national or foreign securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices price of the Equity Securities." 25. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each monthIn addition, the Trustee Evaluator shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from not make the Capital Account addition specified in the fourth sentence of Section 4.01(b) and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from shall reduce the Capital Account and pay to, or reserve for, the Evaluator Evaluation of each Security by the amount that it is at of any liquidation costs (other than brokerage costs incurred on any national securities exchange) and any capital gains or other taxes which would be incurred by the time entitled to receive pursuant to Section 4.03; (iii) deduct from Trust upon the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, sale of such counsel pursuant to Section 3.08Security, such taxes being computed as certified to by if the Depositor; and (iv) deduct from Security were sold on the Capital Account and pay to, or reserve for, date of the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13Evaluation." 2616. Section 2.01(b) Article III of the Standard Terms and Conditions of Trust is hereby replaced with amended by inserting the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor paragraph which shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this 3.17.: "Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.123.17.

Initial Costs. The following organization and regular and recurring expenses of the a Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including the cost of the initial preparation and typesetting of the registration statement, prospectuses (including preliminary prospectuses), the indenture, and other documents relating to the a Trust, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial valuation of the portfolio and audit of the a 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the a Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the related Prospectus. 2014. Section 6.01(i) 3.02 of the Standard Terms and Conditions of Trust shall be amended by adding inserting the following to immediately after the beginning parenthetical in the first sentence of the first paragraph of such Section 3.02: "and any Rule 12b-1 fees rebated by or on behalf of the Mutual Fund" 15. Section 3.06(A)(1) of the Standard Terms and Conditions of Trust is revised by inserting "and the amount of any rebated Rule 12b-1 fees" at the end of such Section. 16. Section 3.11 shall be revised by inserting the following section at the end of the first paragraph of such Section: "Except In the event that the trustee shall have been notified at any time of any action to be taken or proposed to be taken by at least a legally required number of holders of the shares of any Mutual Fund deposited in a Trust, the Trustee shall take such action or omit from taking any action, as provided appropriate, so as to insure that the shares of such Mutual Fund are voted as closely as possible in Sections 3.01 the same manner and 3.05,the same general proportion, with respect to all issues, as are the shares of such Mutual Fund held by owners other than the Trust." 2117. Section 8.04 is hereby amended 4.01(b) shall be revised by deleting replacing (i) through (iv) in the first word second sentence of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the FundTrust, and, with respect to any Mutual Fund shares deposited in a Trust, the net asset value of such shares, (iiiii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity SecuritiesObligations, on the basis of the offering or ask price for comparable securities, and, with respect to any Mutual Fund shares deposited in a Trust, the net asset value of such shares, (iviii) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by appraisal, and, with respest to any combination of the above. For each EvaluationMutual Fund shares deposited in a Trust, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the net asset value of all Trust assets other than Securitiessuch shares, or" 18. Section 4.01(c) shall be replaced with the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. following: "(c) For After the initial offering period and both during and after the initial offering period, for purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in Section 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis net asset value of the last available bid prices of the Equity SecuritiesMutual Fund shares." 2519. Section 3.05(a5.01 shall be amended by replacing the text following (ii) is hereby replaced and (iii) in the first sentence of such Section with the following: "(aii) On or immediately after the tenth aggregate Evaluation of all Securities (including Contract Obligations) on deposit in the day Trust as determined by the Evaluator (such Evaluation to be made on the basis of each monthbid prices (if Zero Coupon Obligations are sold on such day, then such Evaluation for the Trustee Zero Coupon Obligations shall satisfy itself as to be at the adequacy weighted average of the Reserve Accountexecution prices for all Zero Coupon Obligations sold on such day) for the Zero Coupon Obligations and Net Asset Value for the Mutual Fund shares for the purpose of computing redemption value of Units as set forth in Section 5.02 hereof, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; plus (iii) deduct all other income from the Capital Account and pay to counsel, Securities (including dividends receivable on Mutual Fund shares trading ex-dividend as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of the date of such counsel valuation and accrued rebate of Rule 12b-1 fees as reported to the Trustee upon which notification the Trustee is authorized conclusively to rely) as of the close of business on the date of such Evaluation together with all other assets of the Trust." 20. Notwithstanding anything to the contrary in Section 5.02 of the Standard Terms and Conditions of trust, upon termination of the Trust only, Unitholders will be entitled to an "In Kind Distribution" pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from terms specified in the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 26Prospectus. 21. Section 2.01(b6.01(i) is hereby replaced of the Standard Terms and Conditions of Trust shall be amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, no" 22. Section 8.02(d)(i)(y) shall be replaced in its entirety with the following" "(by) From time to time following such Unitholder's pro rata share of the Initial Date of Deposit, the Depositor is hereby authorizedremaining Mutual Funds shares, in its discretionkind, to assignthe extent of the fractional portion of a share allowed to be transferred on the Transfer Books of the Mutual Fund," 23. Section 8.02(d)(i) shall be revised by adding the following sentence at the end of such Section: "Notwithstanding the foregoing, convey Unitholders may elect to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the invest that portion of the Unit Value of the Units created proceeds received upon termination represented by such deposit attributable cash into Mutual Fund shares without a sales charge to the Securities to be purchased pursuant to extent allowed by the Mutual Fund." 24. Section 8.04 is hereby amended by inserting the following at the end of such instructionsSection: ", except as provided in Sections 3.01 and 3.05" 25. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory Notwithstanding anything to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) contrary in the Select Equity Standard Terms and Treasury Conditions of Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the requisite number of Units created by reason needed to be tendered to exercise an In Kind Distribution as set forth in Sections 5.02 and 8.02 shall be that number set forth in the Prospectus. 26. Section 8.02 is hereby revised to require an affirmative vote of Unitholders representing 66 2/3% of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant then outstanding Units to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in terminate the Trust rather than the 51% indicated therein. In Witness Whereof, Van Kampen American Capital Distributors, Inc. has caused this Trxxx Xxxxxxent to be executed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Vice Presidents or Assistant Secretaries, American Portfolio Evaluation Services, a division of Van Kampen American Capital Investment Advisory Corp., and Van Kaxxxx Xxxxxcan Capital Investment Advisory Corp., have each xxxxxx xxxs Trust Indenture and Agreement for to be executed by their respective President or one of their respective Vice Presidents and the corporate seal of each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities to be hereto affixed and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract attested to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control Secretary, Assistant Secretary or one of their respective Vice Presidents or Assistant Vice Presidents and The Bank of New York, has caused this Trust Agreement to be executed by one of its Vice Presidents and its corporate seal to be hereto affixed and attested to by one of its Assistant Treasurers all as of the Depositor or if for any other reason the day, month and year first above written. Van Kampen American Capital Xxxxxxxxtors, Inc. By Sandra A. Waterworth Vice Xxxxxxxxx Xxxxxx: By Gina M. Scumaci Assistant Secretary Xxxxxcan Portfolio Evaluation Services, a division of Van Kampen American Capitax Xxxxxxxxnt Advisory Corp. By Dennis J. McDonnell Presidxxx Xxxxxx Xx Xxxxt E. Martin Assistant Secretary Van Kampen American Capital Xxxxxxxxnt Advisory Corp. By Dennis J. McDonnell Presidxxx Xxxxxx Xx Xxxtt E. Martin Assistant Secretary The Bank of New York By Jeffrey Bieselin Vice Presxxxxx Xxxxxx Xx Norbert Loney Assistant Treasurer Schedxxx X xx Xxxxt Agreement Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such depositInitially Deposited in Van Kampen American Capital Equity Opportunity Trust, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.Series 26

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 20. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 21. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereofIn Witness Whereof, as directed by the DepositorXxx Xxxxxx American Capital Distributors, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed Inc. has caused this Trust Agreement to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as executed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Vice Presidents or Assistant Secretaries, American Portfolio Evaluation Services, a basis for evaluation) ordivision of Xxx Xxxxxx American Capital Investment Advisory Corp., if there is no such available sale price on such exchange. If the Securities are not so listed orand Xxx Xxxxxx American Capital Investment Advisory Corp., if so listed, the principal market therefor is other than on such exchange have each caused this Trust Indenture and Agreement to be executed by their respective President or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case one of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee their respective Vice Presidents and the Depositor, on the basis corporate seal of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation each to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value hereto affixed and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 25. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified attested to by the Depositor; Secretary, Assistant Secretary or one of their respective Vice Presidents or Assistant Vice Presidents and (iv) deduct from the Capital Account The Bank of New York, has caused this Trust Agreement to be executed by one of its Vice Presidents and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled its corporate seal to receive pursuant be hereto affixed and attested to Section 3.13." 26. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date by one of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by Assistant Treasurers all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion as of the Unit Value day, month and year first above written. Xxx Xxxxxx American Capital Distributors, Inc. By Xxxxxx X. Xxxxxxxxxx Vice President Attest: By Xxxx X. Xxxxxxx Assistant Secretary American Portfolio Evaluation Services, a division of the Units created by such deposit attributable Xxx Xxxxxx American Capital Investment Advisory Corp. By Xxxxxx X. XxXxxxxxx President Attest: By Xxxxx X. Xxxxxx Assistant Secretary Xxx Xxxxxx American Capital Investment Advisory Corp. By Xxxxxx X. XxXxxxxxx President Attest By Xxxxx X. Xxxxxx Assistant Secretary The Bank of New York By Xxxxxxx Xxxxxxxx Vice President Attest: By Xxxxxxx Xxxxx Assistant Treasurer Schedule A to the Trust Agreement Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, Initially Deposited in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Xxx Xxxxxx American Capital Equity and Treasury Opportunity Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.Series 25

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2023. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2124. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 2325. Section 2.03(a) shall be amended replaced in its entirety by adding the following sentence immediately after the first sentence of such Sectionfollowing: "(a) The Trustee hereby acknowledges receipt of the deposit of the Securities listed in the Schedules to the Trust Agreement and referred to in Section 2.01 hereof and, simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the ownership of the number of Units specified and, if such Units are represented by a Certificate, such Certificate substantially in the form above recited, representing the ownership of those Units. The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are The Trustee hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based agrees that on the last available sale price date of any Supplemental Indenture it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or immediately prior to such other person or persons as may be indicated by the Evaluation Time on Depositor, of the exchange which is the principal market therefor, which shall be deemed aggregate number of Units to be the New York Stock Exchange if the issued in respect of such additional Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) orso deposited, if there is no such available sale price on such exchange. If the Securities are not so listed orand shall, if so listedrequested, the principal market therefor is other than on such exchange execute a Certificate or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) Certificates substantially in the case form above recited representing the ownership of Equity Securities, on the basis an aggregate number of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 25. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13Units." 26. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2014. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2115. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 2216. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 2317. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 2418. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 2519. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 2620. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2013. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2114. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 2215. Notwithstanding anything to the contrary hereinin the Standard Terms and Conditions of Trust Zero Coupon Obligations may be sold to pay the fees, the annual audit expenses and charges of the Trust's accounts described in Section 6.02 Van Kampen American Capital Blue Chip Opportunity and Trxxxxxx Xxxxt, provided, however, that the principal value of such Zero Coupon Obligations shall not be requiredreduced below $11 per Unit. 2316. Notwithstanding anything to the contrary in the Standard Terms and Conditions of Trust, the maturity value per Unit ("10.00") of the Zero Coupon Obligations referred to in the second paragraph of Section 2.01(b) and in the second paragraph of Section 5.02 shall be $11.00 per Unit. 17. Section 2.03(a3.07(f) and (g) are hereby revised and a new subsection (h) is hereby added as follows: "(f) that all of the Securities in the Van Kampen American Capital Blue Chip Opportunity Trxxx xxxx xe sold pursuant to termination of the Trust pursuant to Section 8.02 hereof; (g) that such sale is required due to Units tendered for redemption; and (h) the sale of a Security is necessary to ensure that the Van Kampen American Capital Blue Chip Opportunity Trust xxxxxnues to satisfy the qualifications of a regulated investment company, including the requirements with respect to diversification under Section 851 of the Internal Revenue Code." 18. Section 8.01(a)(ii) shall be amended revised as follows: "(ii) to make such other provision regarding matters or questions arising hereunder as shall not materially adversely affect the interests of the Unitholders or (iii) to make such amendments as may be necessary for the Van Kampen American Capital Blue Chip Opportunity Trust tx xxxxxxxx to qualify as a regulated investment company for federal income tax purposes." 19. Section 8.01(b)(3) shall be revised as follows: "(3) adversely affect the characterization of the Van Kampen American Capital Blue Chip Opportunity Truxx xx x regulated investment company for federal income tax purposes." 20. The first and current second paragraphs of Section 3.12 shall be revised as subsections by adding the following sentence immediately after starting the first sentence paragraph with an "(a)" and the second paragraph with a "(c)" and renumbering the items (a)-(e) in the first paragraph as (i)-(v). A new second paragraph shall be added as follows: In the event a Security is sold pursuant to Section 3.07(e) as a direct result of serious adverse credit factors affecting the issuer of such Section: "The number of Units may be increased through a split Security, the Sponsor may, but is not obligated, to direct the reinvestment of the Units or decreased through a reverse split thereofproceeds of, as directed by the Depositorsale of such Security in any other securities which meets the criteria necessary for inclusion in the Van Kampen American Capital Blue Chip Opportunity Trust ox xxx Xxxxxal Date of Deposit. 21. Article IV, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections Section 4.01(b) of the Standard Terms and (c) are Conditions of Trust is hereby deleted and replaced in its entirety with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national or foreign securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchangeexchange at the last available ask price of the Equity Securities. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price on the over-the-counter market (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. If the Trust holds Securities denominated in a currency other than U.S. dollars, the Evaluation of such Security shall be converted to U.S. dollars based on current offering side exchange rates (unless the Evaluator deems such prices inappropriate as a basis for valuation). The Evaluator shall add to the Evaluation of each Security the amount of any commissions and relevant taxes associated with the acquisition of the Security. As used herein, the closing sale price is deemed to mean the most recent closing sale price on the relevant securities exchange immediately prior to the Evaluation time. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01." 22. Article IV, Section 4.01(c) of the Standard Terms and Conditions of Trust is hereby deleted and replaced in its entirety with the following: "(c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in Section 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations Obligations, the bid side value of the relevant currency exchange rate expressed in U.S. dollars and, except in those cases in which the Equity Securities are listed on a national or foreign securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices price of the Equity Securities. In addition, the Evaluator shall (i) not make the addition specified in the fourth sentence of Section 4.01(b) and (ii) shall reduce the Evaluation of each Security by the amount of any liquidation costs (other than brokerage costs incurred on any national securities exchange) and any capital gains or other taxes which would be incurred by the Trust upon the sale of such Security, such taxes being computed as if the Security were sold on the date of the Evaluation." 2523. Section 3.05(a2.03(a) is hereby shall be replaced with in its entirety by the following: "(a) On or immediately after The Trustee hereby acknowledges receipt of the tenth deposit of the day of each month, Securities listed in the Trustee shall satisfy itself as Schedules to the adequacy Trust Agreement and referred to in Section 2.01 hereof and, simultaneously with the receipt of said deposit, has recorded on its books the Reserve Accountownership, making any further credits thereto by the Depositor or such other person or persons as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to be indicated by the Depositor; , of the aggregate number of Units specified in the Trust Agreement and (iv) deduct from the Capital Account and pay tohas delivered, or reserve foron the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the Supervisory Servicer ownership of the amount number of Units specified and, if such Units are represented by a Certificate, such Certificate substantially in the form above recited, representing the ownership of those Units. The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any Supplemental Indenture it is entitled shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to receive pursuant to Section 3.13be issued in respect of such additional Securities so deposited, and shall, if so requested, execute a Certificate or Certificates substantially in the form above recited representing the ownership of an aggregate number of those Units." 2624. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2027. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2128. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 2529. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 2630. Section 2.03(a) shall be replaced in its entirety by the following: "(a) The Trustee hereby acknowledges receipt of the deposit of the Securities listed in the Schedules to the Trust Agreement and referred to in Section 2.01 hereof and, simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the ownership of the number of Units specified and, if such Units are represented by a Certificate, such Certificate substantially in the form above recited, representing the ownership of those Units. The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any Supplemental Indenture it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such additional Securities so deposited, and shall, if so requested, execute a Certificate or Certificates substantially in the form above recited representing the ownership of an aggregate number of those Units." 31. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12. 32. Section 5.02 of the Standard Terms and Conditions of Trust shall be amended by adding the following to the end of such Section: "Notwithstanding anything to the contrary herein, unless a Unitholder properly makes an affirmative election to the contrary as specified in the Prospectus, each Unitholder will be deemed to have tendered all Units then owned for redemption to the Trustee on the first Special Redemption Date and shall have such Units redeemed on such date as provided herein." In Witness Whereof, Van Kampen American Capital Distributors, Inc. has caused this Xxxxx Xxreement to be executed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Vice Presidents or Assistant Secretaries, American Portfolio Evaluation Services, a division of Van Kampen American Capital Investment Advisory Corp., and Van Xxxxxx Xxerican Capital Investment Advisory Corp., have each xxxxxx xhis Trust Indenture and Agreement to be executed by their respective President or one of their respective Vice Presidents and the corporate seal of each to be hereto affixed and attested to by the Secretary, Assistant Secretary or one of their respective Vice Presidents or Assistant Vice Presidents and The Bank of New York, has caused this Trust Agreement to be executed by one of its Vice Presidents and its corporate seal to be hereto affixed and attested to by one of its Assistant Treasurers all as of the day, month and year first above written. Van Kampen American Capital Xxxxxxxxtors, Inc. By James J. Boyne Vice Presidxxx, Xxxxxxxxx General Counsel and Assistant Secretary

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2027. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2128. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 2229. Notwithstanding Nothwithstanding anything to the contrary hereinin the Standard Terms and Conditions of Trust, the annual audit of the Trust's accounts described deductions specified in Section 6.02 shall not be required. 23. Section 2.03(a3.05(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 25. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct deducted from the Capital Account and pay to itself individually of the amounts that it is at the time entitled to receive pursuant to Section 6.04related Trust; (ii) deduct deductions from the Capital Income Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of a Trust shall not be made for purposes of such counsel pursuant Section. The preceding sentence, shall not affect any right of the Trustee to Section 3.08sell Securities or any lien on a Trust otherwise created hereby. In Witness Whereof, as certified Xxx Xxxxxx American Capital Distributors, Inc. has caused this Trust Agreement to be executed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Vice Presidents or Assistant Secretaries, American Portfolio Evaluation Services, a division of Xxx Xxxxxx American Capital Investment Advisory Corp., and Xxx Xxxxxx American Capital Investment Advisory Corp., have each caused this Trust Indenture and Agreement to be executed by their respective President or one of their respective Vice Presidents and the corporate seal of each to be hereto affixed and attested to by the Depositor; Secretary, Assistant Secretary or one of their respective Vice Presidents or Assistant Vice Presidents and (iv) deduct from the Capital Account The Bank of New York, has caused this Trust Agreement to be executed by one of its Vice Presidents and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled its corporate seal to receive pursuant be hereto affixed and attested to Section 3.13." 26. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date by one of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by Assistant Treasurers all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion as of the Unit Value day, month and year first above written. Xxx Xxxxxx American Capital Distributors, Inc. By Xxxxxx X. Xxxxxxxxxx Vice President Attest: By Xxxx X. Xxxxxxx Assistant Secretary American Portfolio Evaluation Services, a division of the Units created by such deposit attributable Xxx Xxxxxx American Capital Investment Advisory Corp. By Xxxxxx X. XxXxxxxxx President Attest By Xxxxx X. Xxxxxx Assistant Secretary Xxx Xxxxxx American Capital Investment Advisory Corp. By Xxxxxx X. XxXxxxxxx President Attest By Xxxxx X. Xxxxxx Assistant Secretary The Bank of New York By Xxxxxxx Xxxxxxxx Vice President Attest By Xxxxxxx Xxxxx Assistant Treasurer Schedule A to the Trust Agreement Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, Initially Deposited in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Xxx Xxxxxx American Capital Equity and Treasury Opportunity Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12.Series 28

Initial Costs. The following organization and regular and recurring expenses of the Trust shall be borne by the Trustee: (a) to the extent not borne by the Depositor, expenses incurred in establishing a Trust, including 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, Securities and Exchange Commission and state blue sky registration fees, the costs of the initial 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, (b) the amount specified in Section 3.05 and Article VIII, (c) to the extent permitted by Section 6.02, auditing fees and, to the extent not borne by the Depositor, expenses incurred in connection with maintaining the Trust's registration statement current with Federal and State authorities, (d) any Certificates issued after the Initial Date of Deposit ; and (e) expenses of any distribution agent. The Trustee shall be reimbursed for those organizational expenses referred to in clause (a) as provided in the Prospectus. 2027. Section 6.01(i) of the Standard Terms and Conditions of Trust shall be amended by adding the following to the beginning of such Section: "Except as provided in Sections 3.01 and 3.05," 2128. Section 8.04 is hereby amended by deleting the first word of such Section and replacing it with the following: "Except as provided in Sections 3.01 and 3.05, the" 22. Notwithstanding anything to the contrary herein, the annual audit of the Trust's accounts described in Section 6.02 shall not be required. 23. Section 2.03(a) shall be amended by adding the following sentence immediately after the first sentence of such Section: "The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books." 24. Sections 4.01(b) and (c) are hereby replaced with the following: "(b) During the initial offering period such Evaluation shall be made in the following manner: if the Securities are listed on a national securities exchange, such Evaluation shall generally be based on the last available sale price on or immediately prior to the Evaluation Time on the exchange which is the principal market therefor, which shall be deemed to be the New York Stock Exchange if the Securities are listed thereon (unless the Evaluator deems such price inappropriate as a basis for evaluation) or, if there is no such available sale price on such exchange. If the Securities are not so listed or, if so listed, the principal market therefor is other than on such exchange or there is no such available sale price on such exchange, such Evaluation shall generally be based on the following methods or any combination thereof whichever the Evaluator deems appropriate: (i) in the case of Equity Securities, on the basis of the current ask price (unless the Evaluator deems such price inappropriate as a basis for evaluation), (ii) on the basis of current offering prices for the Zero Coupon Obligations as obtained from investment dealers or brokers who customarily deal in securities comparable to those held by the Fund, (iii) if offering or ask prices are not available for the Zero Coupon Obligations or the Equity Securities, on the basis of offering or ask price for comparable securities, (iv) by determining the valuation of the Zero Coupon Obligations or the Equity Securities on the offering or ask side of the market by appraisal or (v) by any combination of the above. For each Evaluation, the Evaluator shall also confirm and furnish to the Trustee and the Depositor, on the basis of the information furnished to the Evaluator by the Trustee as to the value of all Trust assets other than Securities, the calculation of the Trust Fund Evaluation to be computed pursuant to Section 5.01. (c) For purposes of the Trust Fund Evaluations required by Section 5.01 in determining Redemption Value and Unit Value, Evaluation of the Securities shall be made in the manner described in 4.01(b), on the basis of current bid prices for the Zero Coupon Obligations and, except in those cases in which the Equity Securities are listed on a national securities exchange and the last available sale prices are utilized, on the basis of the last available bid prices of the Equity Securities." 2529. Section 3.05(a) is hereby replaced with the following: "(a) On or immediately after the tenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.04 and shall then with respect to each Trust: (i) deduct from the Capital Account and pay to itself individually the amounts that it is at the time entitled to receive pursuant to Section 6.04; (ii) deduct from the Capital Account and pay to, or reserve for, the Evaluator the amount that it is at the time entitled to receive pursuant to Section 4.03; (iii) deduct from the Capital Account and pay to counsel, as hereinafter provided for, an amount equal to unpaid fees and expenses, if any, of such counsel pursuant to Section 3.08, as certified to by the Depositor; and (iv) deduct from the Capital Account and pay to, or reserve for, the Supervisory Servicer the amount that it is entitled to receive pursuant to Section 3.13." 2630. Section 2.03(a) shall be replaced in its entirety by the following: "(a) The Trustee hereby acknowledges receipt of the deposit of the Securities listed in the Schedules to the Trust Agreement and referred to in Section 2.01 hereof and, simultaneously with the receipt of said deposit, has recorded on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units specified in the Trust Agreement and has delivered, or on the order of the Depositor will deliver, in exchange for such Securities, documentation evidencing the ownership of the number of Units specified and, if such Units are represented by a Certificate, such Certificate substantially in the form above recited, representing the ownership of those Units. The number of Units may be increased through a split of the Units or decreased through a reverse split thereof, as directed by the Depositor, on any day on which the Depositor is the only Unitholder, which revised number of Units shall be recorded by the Trustee on its books. The Trustee hereby agrees that on the date of any Supplemental Indenture it shall acknowledge that the additional Securities identified therein have been deposited with it by recording on its books the ownership, by the Depositor or such other person or persons as may be indicated by the Depositor, of the aggregate number of Units to be issued in respect of such additional Securities so deposited, and shall, if so requested, execute a Certificate or Certificates substantially in the form above recited representing the ownership of an aggregate number of those Units." 31. Section 2.01(b) is hereby replaced with the following: (b) From time to time following the Initial Date of Deposit, the Depositor is hereby authorized, in its discretion, to assign, convey to and deposit with the Trustee (i) additional Securities, duly endorsed in blank or accompanied by all necessary instruments of assignment and transfer in proper form (or Contract Obligations relating to such Securities), and/or (ii) cash (or a Letter of Credit in lieu of cash) with instructions to purchase additional Securities, in an amount equal to the portion of the Unit Value of the Units created by such deposit attributable to the Securities to be purchased pursuant to such instructions. Such deposit of additional Securities or cash with instructions to purchase additional Securities shall be made, in each case, pursuant to a Supplemental Indenture accompanied by a legal opinion issued by legal counsel satisfactory to the Depositor. Instructions to purchase additional Securities shall be in writing, and shall specify the name of the Security, CUSIP number, if any, aggregate amount, price or price range and date to be purchased. When requested by the Trustee, the Depositor shall act as broker to execute purchases in accordance with such instructions; the Depositor shall be entitled to compensation therefor in accordance with applicable law and regulations. The Trustee shall have no liability for any loss or depreciation resulting from any purchase made pursuant to the Depositor's instructions or made by the Depositor as broker, except by reason of its own negligence, lack of good faith or willful misconduct. In connection with any deposit pursuant to this Section 2.01(b) in the Select Equity and Treasury Trust, the Depositor shall be obligated to determine that the maturity value of the Zero Coupon Obligations included in the deposit, divided by the number of Units created by reason of the deposit, shall equal at least $10.00. The Depositor, in each case, shall ensure that each deposit of additional Securities pursuant to this Section shall be, as nearly as is practicable, in the identical ratio as the Percentage Ratio for such Securities as is specified in the Trust Agreement for each Trust. The Depositor shall deliver the additional Securities which were not delivered concurrently with the deposit of additional Securities and which were represented by Contract Obligations within 10 calendar days after such deposit of additional Securities (the "Additional Securities Delivery Period"). If a contract to buy such Securities between the Depositor and seller is terminated by the seller thereof for any reason beyond the control of the Depositor or if for any other reason the Securities are not delivered to the Trust by the end of the Additional Securities Delivery Period for such deposit, the Trustee shall immediately draw on the Letter of Credit, if any, in its entirety, apply the moneys in accordance with Section 2.01(d), and the Depositor shall forthwith take the remedial action specified in Section 3.12. If the Depositor does not take the action specified in Section 3.12 within 10 calendar days of the end of the Additional Securities Delivery Period, the Trustee shall forthwith take the action specified in Section 3.12. 32. Section 5.02 of the Standard Terms and Conditions of Trust shall be amended by adding the following to the end of such Section: "Notwithstanding anything to the contrary herein, unless a Unitholder properly makes an affirmative election to the contrary as specified in the Prospectus, each Unitholder will be deemed to have tendered all Units then owned for redemption to the Trustee on the first Special Redemption Date and shall have such Units redeemed on such date as provided herein." In Witness Whereof, Van Kampen American Capital Distributors, Inc. has caused this Xxxxx Xxreement to be executed by one of its Vice Presidents or Assistant Vice Presidents and its corporate seal to be hereto affixed and attested by its Secretary or one of its Vice Presidents or Assistant Secretaries, American Portfolio Evaluation Services, a division of Van Kampen American Capital Investment Advisory Corp., and Van Xxxxxx Xxerican Capital Investment Advisory Corp., have each xxxxxx xhis Trust Indenture and Agreement to be executed by their respective President or one of their respective Vice Presidents and the corporate seal of each to be hereto affixed and attested to by the Secretary, Assistant Secretary or one of their respective Vice Presidents or Assistant Vice Presidents and The Bank of New York, has caused this Trust Agreement to be executed by one of its Vice Presidents and its corporate seal to be hereto affixed and attested to by one of its Assistant Treasurers all as of the day, month and year first above written. Van Kampen American Capital Xxxxxxxutors, Inc. By James J. Boyne Vice Presixxxx, Xxxxxxxxe General Counsel and Assistant Secretary Attest: By Cathy Napoli Assistant Secretary Xxxxican Portfolio Evaluation Services, a division of Van Kampen American Capitxx Xxxxxxxent Advisory Corp. By Dennis J. McDonnell Presixxxx Xxxxxx Xx Xxxxs J. Boyne Assistant Secretary Van Kampen American Capital Xxxxxxxent Advisory Corp. By Dennis J. McDonnell Presixxxx Xxxxxx Xx Xxxes J. Boyne Assistant Secretary The Bank of New York By Ted Rudich Vice President Xxxxxx Xx Paul Kelleher Assistant Treasurer Schxxxxx X xx Xxust Agreement Securities Initially Deposited in Van Kampen American Capital Equity Opportunity Trust, Series 74