Exhibit 4.2
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 99-2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1998
between ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INC., as Depositor, and The Bank
of New York, as Trustee, sets forth certain provisions in full
and incorporates other provisions by reference to the document
entitled "▇▇▇▇ ▇▇▇▇▇▇ Select Equity Trust, Trust Indenture and
Agreement" (the "Basic Agreement") dated September 30, 1993.
Such provisions as are incorporated by reference constitute a
single instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee
agree as follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein incorpo-
rated by reference in their entirety and shall be deemed to be
a part of this instrument as fully and to the same extent as
though said provisions had been set forth in full in this in-
strument except that the Basic Agreement is hereby amended as
follows:
A. The first sentence of Section 2.01 is amended to
add the following language at the end of such sentence:
"and/or cash (or a letter of credit in lieu of cash) with
instructions to the Trustee to purchase one or more of
such Securities which cash (or cash in an amount equal to
the face amount of the letter of credit), to the extent
not used by the Trustee to purchase such Securities within
the 90-day period following the first deposit of Securi-
ties in the Trust, shall be distributed to Unit Holders on
the Distribution Date next following such 90-day period or
such earlier date as the Depositor and the Trustee deter-
mine".
B. The first sentence of Section 2.06 is amended to
add the following language after "Securities"))": "and/or
cash (or a letter of credit in lieu of cash) with
instructions to the Trustee to purchase one or more Addi-
tional Securities which cash (or cash in an amount equal
to the face amount of the letter of credit), to the extent
not used by the Trustee to purchase such Additional Secu-
rities within the 90-day period following the first de-
posit of Securities in the Trust, shall be distributed to
Unit Holders on the Distribution Date next following such
90-day period or such earlier date as the Depositor and
the Trustee determine".
C. Article III, entitled "Administration of Trust",
Section 3.01 Initial Cost shall be amended as follows:
Section 3.01 Initial Cost shall be amended to
substitute the following language:
Section 3.01. INITIAL COST The costs of
organizing the Trust and sale of the Trust Units
shall, to the extent of the expenses reimburs-
able to the Depositor provided below, be borne
by the Unit Holders, PROVIDED, HOWEVER, that, to
the extent all of such costs are not borne by
Unit Holders, the amount of such costs not borne
by Unit Holders shall be borne by the Depositor
and, PROVIDED FURTHER, HOWEVER, that the liabil-
ity on the part of the Depositor under this sec-
tion shall not include any fees or other ex-
penses incurred in connection with the admini-
stration of the Trust subsequent to the deposit
referred to in Section 2.01. Upon notification
from the Depositor that the primary offering pe-
riod is concluded, the Trustee shall withdraw
from the Account or Accounts specified in the
Prospectus or, if no Account is therein speci-
fied, from the Principal Account, and pay to the
Depositor the Depositor's reimbursable expenses
of organizing the Trust and sale of the Trust
Units in an amount certified to the Trustee by
the Depositor. If the balance of the Principal
Account is insufficient to make such withdrawal,
the Trustee shall, as directed by the Depositor,
sell Securities identified by the Depositor, or
distribute to the Depositor Securities having a
value, as determined under Section 4.01 as of
the date of distribution, sufficient for such
reimbursement. The reimbursement provided for
in this section shall be for the account of the
Unitholders of record at the conclusion of the
primary offering period and shall not be re-
flected in the computation of the Unit Value
prior thereto. As used herein, the Depositor's
reimbursable expenses of organizing the Trust
and sale of the Trust Units shall include the
cost of the initial preparation and typesetting
of the registration statement, prospectuses
(including preliminary prospectuses), the inden-
ture, and other documents relating to the Trust,
SEC and state blue sky registration fees, the
cost of the initial valuation of the portfolio
and audit of the Trust, the initial fees and ex-
penses of the Trustee, and legal and other out-
of-pocket expenses related thereto, but not in-
cluding the expenses incurred in the printing of
preliminary prospectuses and prospectuses, ex-
penses incurred in the preparation and printing
of brochures and other advertising materials and
any other selling expenses. Any cash which the
Depositor has identified as to be used for ▇▇▇▇-
bursement of expenses pursuant to this Section
shall be reserved by the Trustee for such pur-
pose and shall not be subject to distribution
or, unless the Depositor otherwise directs, used
for payment of redemptions in excess of the per-
Unit amount allocable to Units tendered for re-
demption.
D. The third paragraph of Section 3.05 is hereby
amended to add the following sentence after the first sen-
tence thereof: "Depositor may direct the Trustee to in-
vest the proceeds of any sale of Securities not required
for the redemption of Units in eligible money market in-
struments selected by the Depositor which will include
only negotiable certificates of deposit or time deposits
of domestic banks which are members of the Federal Deposit
Insurance Corporation and which have, together with their
branches or subsidiaries, more than $2 billion in total
assets, except that certificates of deposit or time depos-
its of smaller domestic banks may be held provided the de-
posit does not exceed the insurance coverage on the in-
strument (which currently is $100,000), and provided fur-
ther that the Trust's aggregate holding of certificates of
deposit or time deposits issued by the Trustee may not ex-
ceed the insurance coverage of such obligations and U.S.
Treasury notes or bills (which shall be held until the ma-
turity thereof) each of which matures prior to the earlier
of the next following Distribution Date or 90 days after
receipt, the principal thereof and interest thereon (to
the extent such interest is not used to pay Trust ex-
penses) to be distributed on the earlier of the 90th day
after receipt or the next following Distribution Date."
E. The first sentence of each of Sections 3.10,
3.11 and 3.12 is amended to insert the following language
at the beginning of such sentence, "Except as otherwise
provided in Section 3.13,".
F. The following new Section 3.13 is added:
Section 3.13. EXTRAORDINARY EVENT - SECURITY RETEN-
TION AND VOTING. In the event the Trustee is notified of
any action to be taken or proposed to be taken by holders
of the securities held by the Trust in connection with any
proposed merger, reorganization, spin-off, split-off or
split-up by the issuer of stock or securities held in the
Trust, the Trustee shall take such action or refrain from
taking any action, as appropriate, so as to insure that
the securities are voted as closely as possible in the
same manner and in the same general proportion as are the
securities held by owners other than the Trust. If stock
or securities are received by the Trustee, with or without
cash, as a result of any merger, reorganization, spin-off,
split-off or split-up by the issuer of stock or securities
held in the Trust, the Trustee at the direction of the De-
positor may retain such stock or securities in the Trust.
Neither the Depositor nor the Trustee shall be liable to
any person for any action or failure to take action with
respect to this section.
G. Section 1.01 is amended to add the following
definition: (9) "Deferred Sales Charge" shall mean any
deferred sales charge payable in accordance with the pro-
visions of Section 3.12 hereof, as set forth in the pro-
spectus for a Trust. Definitions following this defini-
tion (9) shall be renumbered.
H. Section 3.05 is hereby amended to add the fol-
lowing paragraph after the end thereof: On each Deferred
Sales Charge payment date set forth in the prospectus for
a Trust, the Trustee shall pay the account created pursu-
ant to Section 3.12 the amount of the Deferred Sales
Charge payable on each such date as stated in the prospec-
tus for a Trust. Such amount shall be withdrawn from the
Principal Account from the amounts therein designated for
such purpose.
I. Section 3.06B(3) shall be amended by adding the
following: "and any Deferred Sales Charge paid".
J. Section 3.08 shall be amended by adding the fol-
lowing at the end thereof: "In order to pay the Deferred
Sales Charge, the Trustee shall sell or liquidate an
amount of Securities at such time and from time to time
and in such manner as the Depositor shall direct such that
the proceeds of such sale or liquidation shall equal the
amount required to be paid to the Depositor pursuant to
the Deferred Sales Charge program as set forth in the pro-
spectus for a Trust.
K. Section 3.12 shall be added as follows:
Section 3.12. DEFERRED SALES CHARGE. If the pro-
spectus for a Trust specifies a Deferred Sales Charge, the
Trustee shall, on the dates specified in and as permitted
by the prospectus, withdraw from the Income Account if
such account is designated in the prospectus as the source
of the payments of the Deferred Sales Charge, or to the
extent funds are not available in that account or if such
account is not so designated, from the Principal Account,
an amount per Unit specified in the prospectus and credit
such amount to a special, non-Trust account maintained at
the Trustee out of which the Deferred Sales Charge will be
distributed to the Depositor. If the Income Account is
not designated as the source of the Deferred Sales Charge
payment or if the balances in the Income and Principal Ac-
counts are insufficient to make any such withdrawal, the
Trustee shall, as directed by the Depositor, either ad-
▇▇▇▇▇ funds, if so agreed to by the Trustee, in an amount
equal to the proposed withdrawal and be entitled to ▇▇▇▇-
bursement of such advance upon the deposit of additional
monies in the Income Account or the Principal Account,
sell Securities and credit the proceeds thereof to such
special Depositor's account or credit Securities in kind
to such special Depositor's Account. Such directions
shall identify the Securities, if any, to be sold or dis-
tributed in kind and shall contain, if the Trustee is di-
rected by the Depositor to sell a Security, instructions
as to execution of such sales. If a Unit Holder redeems
Units prior to full payment of the Deferred Sales Charge,
the Trustee shall, if so provided in the prospectus, on
the Redemption Date, withhold from the Redemption Price
payment to such Unit Holder an amount equal to the unpaid
portion of the Deferred Sales Charge and distribute such
amount to such special Depositor's account or, if the
Depositor shall purchase such Unit pursuant to the terms
of Section 5.02 hereof, the Depositor shall pay the Re-
demption Price for such Unit less the unpaid portion of
the Deferred Sales Charge. The Depositor may at any time
instruct the Trustee to distribute to the Depositor cash
or Securities previously credited to the special Deposi-
tor's account.
L. Reference to "▇▇▇▇ ▇▇▇▇▇▇ Select Equity Trust"
is replaced by "▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Select Equity
Trust".
II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
A. The Trust is denominated ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ Select Equity Trust, Select 10 Industrial Portfolio 99-1
(the "Select 10 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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Inc.
D. The aggregate number of Units referred to in
Sections 2.03 and 9.01 of the Basic Agreement is for the
Select 10 Trust.
E. A Unit is hereby declared initially equal to
1/ th for the Select 10 Trust.
F. The term "In-Kind Distribution Date" shall mean
, .
G. The term "Record Dates" shall mean ,
, , , , and ,
and such other date as the Depositor may direct.
H. The term "Distribution Dates shall mean
, , , , , and
, and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean ,
.
J. The Depositor's Annual Portfolio Supervision Fee
shall be a maximum of $0.25 per 100 Units.
K. The Trustee's Annual Fee as defined in Section
6.04 of the Indenture shall be $ per 100 Units.
L. For a Unit Holder to receive "in-kind" distribu-
tion during the life of the Trust other than in connection with
a rollover, such Unit Holder must tender at least 25,000 Units
for redemption. On the In-Kind Date there is no minimum amount
of Units that a Unit Holder must tender in order to receive an
"in-kind" distribution.
M. The Indenture is amended to provide that the pe-
riod during which the Trustee shall liquidate the Trust Securi-
ties shall not exceed 14 business days commencing on the first
business day following the In-Kind Date.
(Signatures and acknowledgments on separate pages)
