XXXX XXXXXX SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 96-1
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated December 29, 1995
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
on March 16, 1991 and July 18, 1995 (the "Basic Agreement").
Such provisions as are incorporated by reference constitute a
single instrument (the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee agree as
follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein 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 in the following manner:
A. Article I, Section 1.01, paragraph (29) defining
"Trustee" shall be amended as follows:
"'Trustee' shall mean The Chase Manhattan Bank (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.
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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
February 1, 1997.
G. The term "Record Dates" shall mean April 1, 1996,
July 1, 1996, October 1, 1996 and February 15, 1997 and such
other date as the Depositor may direct.
H. The term "Distribution Dates shall mean April 15, 1996,
July 15, 1996, October 15, 1996 and on or about February 28, 1997 and
such other date as the Depositor may direct.
I. The term "Termination Date" shall mean
February 15, 1997.
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 $.97 per 100 Units.
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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)
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The Schedule of Portfolio Securities in the prospectus included in
this Registration Statement is hereby incorporated by reference herein as
Schedule A hereto.