XXXX XXXXXX SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 96-1
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1996
between XXXX XXXXXX XXXXXXXX INC., as Depositor, and The Chase
Manhattan Bank (National Association), as Trustee, sets forth
certain provisions in full and incorporates other provisions by
reference to the document entitled "Sears Equity Investment
Trust, Trust Indenture and Agreement" dated January 22, 1991, as
amended (the "Basic Agreement"). Such provisions as are
incorporated by reference constitute a single instrument (the
"Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee agree
as follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein
incorporated by reference in their entirety and shall be deemed
to be a part of this instrument as fully and to the same extent
as though said provisions had been set forth in full in this
instrument except that the Basic Agreement is hereby amended as
follows:
A. Section 1.01, renumbered paragraph (27) defining
"Trustee" is amended as follows:
"Trustee shall mean The Chase Manhattan Bank (National
Association), or any successor trustee appointed as
hereinafter provided."
B. Reference to United States Trust Company of New
York in its capacity as Trustee is replaced by The Chase
Manhattan Bank (National Association) throughout the Basic
Agreement.
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
A. The Trust is denominated Xxxx Xxxxxx Select Equity
Trust, Select 5 Industrial Portfolio 96-1 (the "Select 5 Trust").
B. The publicly traded stocks listed in Schedule A
hereto are those which, subject to the terms of this Indenture,
have been or are to be deposited in trust under this Indenture.
C. The term, "Depositor" shall xxxx Xxxx Xxxxxx
Xxxxxxxx Inc.
D. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic Agreement is 25,000 for the
Select 5 Trust.
E. A Unit is hereby declared initially equal to
1/25,000th for the Select 5 Trust.
F. The term "In-Kind Distribution Date" shall mean
, .
G. The term "Record Dates" shall mean , ,
, , , and , and such
other date as the Depositor may direct.
H. The term "Distribution Dates shall mean ,
, , , , and , and
such other date as the Depositor may direct.
I. The term "Termination Date" shall mean
, .
J. For purposes of this Series -- Xxxx Xxxxxx Select
Equity Trust, Select 5 Industrial Portfolio 96-1 -- the form of
Certificate set forth in this Indenture shall be appropriately
modified to reflect the title of this Series and such of the
Special Terms and Conditions of Trust set forth herein as may be
appropriate.
K. The Depositor's Annual Portfolio Supervision Fee
shall be a maximum of $0.25 per 100 Units.
L. The Trustee's Annual Fee as defined in Section 6.04
of the Indenture shall be $ per 100 Units.
M. For a Unit Holder to receive "in-kind"
distribution, such Unit Holder must tender at least 2,500 Units
for redemption, either during the life of the Trust, or at its
termination.
(Signatures and acknowledgments on separate pages)