Common use of Distribution Agent Clause in Contracts

Distribution Agent. On any Business Day on which any Unit or Units are tendered for redemption (the "Redemption Day") by a Unit Holder or his duly authorized attorney to the Trustee at its corporate trust office in the City of New York, such Units shall be redeemed by the Trustee on that Redemption Day. Units in uncertificated form shall be tendered by means of an appropriate request for redemption in form approved by the Trustee. Unit Holders must sign exactly as their name appears on the register with the signature guaranteed by an officer of a national bank or trust company, or by a member firm of either the New York, Midwest, or Pacific Coast Stock Ex- changes, or in such other manner as may be acceptable to the Trustee. The Trustee may also require addi- tional documents such as, but not limited to, trust instruments, certificates of death, appointments as executor or administrator or certificates of corpo- rate authority. Subject to payment by such Unit Holder of any tax or other governmental charges which may be imposed thereon, such redemption is to be made by distribution to the Distribution Agent on behalf of the redeeming Unit Holder on the Redemption Day of (i) the Unit Holder's pro rata portion as of the Re- demption Day of the Securities in the Trust as desig- nated by the Depositor and (ii) the Unit Holder's pro rata portion of the cash in the Trust as of the Re- demption Day (herein called the "Redemption Distribu- tion"). The Distribution Agent will dispose of such assets in accordance with the provisions of the Dis- tribution Agency Agreement. Fractional interests in shares distributed to the Distribution Agent, which are not included in the Redemption Distribution, shall be held in trust by the Distribution Agent, which is hereby designated a subcustodian of the Trustee with respect to such fractional interests, and shall be subject to such disposition as the De- positor shall direct. Units received for redemption by the Trustee on any date after the Evaluation Time will be held by the Trustee until the next Business Day on which the New York Stock Exchange is open for trading and will be deemed to have been tendered on such day for redemption at the Redemption Price com- puted on that day. Units tendered for redemption by the Depositor on any Business Day shall be deemed to have been tendered before the Evaluation Time on such Business Day provided that the Depositor advises the Trustee before the later of the Trustee's close of business and 5:00 PM New York City time. By such ad- vice, the Depositor will be deemed to certify that all Units so tendered were either (a) tendered to the Depositor or to a retail dealer between the Evalua- tion Time on the preceding Business Day and the Evaluation Time on such Business Day or (b) acquired previously by the Depositor but which the Depositor determined to redeem prior to the Evaluation Time on such Business Day. The portion of the Redemption Distribution which rep- resents the Unit Holder's interest in the Income Ac- count shall be withdrawn from the Income Account to the extent available. The balance paid on any re- demption, including dividends receivable on stocks trading ex dividend, if any, shall be withdrawn from the Principal Account to the extent that funds are available for such purpose. If such available bal- ance shall be insufficient, the Trustee shall advance funds sufficient to pay such amount to the Unit Holder and shall be entitled to reimbursement of such advance upon the deposit of additional monies in the Income Account or Principal Account, whichever hap- pens first. Should any amounts so advanced with re- spect to declared but unreceived dividends prove un- collectable because of default in payment of such dividends, the Trustee shall have the right immedi- ately to liquidate Securities in amount sufficient to reimburse itself for such advances, without interest. In the event that funds are withdrawn from the Prin- cipal Account for payment of any portion of the Re- demption Distribution representing dividends receiv- able on stocks trading ex dividend, the Principal Ac- count shall be reimbursed when sufficient funds are next available in the Income Account for such funds so applied. Unit Holders requesting or required to receive a cash distribution shall receive such distribution in ac- cordance with the applicable provisions of the Dis- tribution Agency Agreement.

Distribution Agent. On any Business Day on which any Unit or Units are tendered for redemption (the "Redemption Day") by a Unit Holder Unitholder or his duly authorized attorney to the Trustee at its corporate unit investment trust office in the City of New YorkYork not later than the Evaluation Time, such Units shall be redeemed by the Trustee on that Redemption Day. Units in uncertificated form shall be tendered by means of an appropriate request for redemption in form approved by the Trustee. Unit Holders Unitholders must sign exactly as their name appears on the register with the signature guaranteed by an officer of a national bank or trust company, or by participant in a member firm of either signature guarantee program acceptable to the New York, Midwest, or Pacific Coast Stock Ex- changesTrustee, or in such other manner as may be acceptable to the Trustee. The Trustee may also require addi- tional additional documents such as, but not limited to, trust instruments, certificates of death, appointments as executor or administrator or certificates of corpo- rate corporate authority. Subject to payment by such Unit Holder Unitholder of any tax or other governmental charges which may be imposed thereon, such redemption is to be made by distribution to the Distribution Agent on behalf of the redeeming Unit Holder Unitholder on the Redemption Day of (i) the Unit HolderUnitholder's pro rata portion as of the Re- demption Redemption Day of the Securities in the Trust as desig- nated designated by the Depositor and (ii) the Unit HolderUnitholder's pro rata portion of the cash in the Trust as of the Re- demption Redemption Day (herein called the "Redemption Distribu- tionDistribution"). The Distribution Agent will dispose of such assets in accordance with the provisions of the Dis- tribution Agency Distribution Agent Agreement. Fractional interests in shares distributed to the Distribution Agent, which are not included in the Redemption Distribution, shall be held in trust by the Distribution Agent, which is hereby designated a subcustodian of the Trustee with respect to such fractional interests, and shall be subject to such disposition as the De- positor Depositor shall direct. Units received for redemption by the Trustee on any date after the Evaluation Time will be held by the Trustee until the next Business Day on which the New York Stock Exchange is open for trading and will be deemed to have been tendered on such day for redemption at the Redemption Price com- puted computed on that day. Units tendered for redemption by the Depositor Depositors on any Business Day shall be deemed to have been tendered before the Evaluation Time on such Business Day provided that the Depositor advises Depositors advise the Trustee before the later of the Trustee's close of business and 5:00 PM New York City p.m. Eastern time. By such ad- viceadvice, the Depositor Depositors will be deemed to certify that all Units so tendered were either (a) tendered to the Depositor Depositors or to a retail dealer between the Evalua- tion Evaluation Time on the preceding Business Day and the Evaluation Time on such Business Day or (b) acquired previously by the Depositor Depositors but which the Depositor Depositors determined to redeem prior to the Evaluation Time on such Business Day. The portion of the Redemption Distribution which rep- resents represents the Unit HolderUnitholder's interest in the Income Ac- count Account shall be withdrawn from the Income Account to the extent available. The balance paid on any re- demptionredemption, including dividends receivable on stocks trading ex dividend, if any, shall be withdrawn from the Principal Account to the extent that funds are available for such purpose. If such available bal- ance balance shall be insufficient, the Trustee shall advance funds sufficient to pay such amount to the Unit Holder Unitholder and shall be entitled to reimbursement of such advance upon the deposit of additional monies in the Income Account or Principal Account, whichever hap- pens happens first. Should any amounts so advanced with re- spect respect to declared but unreceived dividends prove un- collectable uncollectible because of default in payment of such dividends, the Trustee shall have the right immedi- ately immediately to liquidate Securities in amount sufficient to reimburse itself for such advances, without interest. In the event that funds are withdrawn from the Prin- cipal Principal Account for payment of any portion of the Re- demption Redemption Distribution representing dividends receiv- able receivable on stocks trading ex dividend, the Principal Ac- count Account shall be reimbursed when sufficient funds are next available in the Income Account for such funds so applied. Unit Holders Unitholders requesting or required to receive a cash distribution shall receive such distribution in ac- cordance accordance with the applicable provisions of the Dis- tribution Distribution Agency Agreement.

Distribution Agent. On any Business Day on which any Unit or Units are tendered for redemption (the "Redemption Day") by a Unit Holder Unitholder or his duly authorized attorney to the Trustee at its corporate unit investment trust office in the City of New YorkYork not later than the Evaluation Time, such Units shall be redeemed by the Trustee on that Redemption Day. Units in uncertificated form shall be tendered by means of an appropriate request for redemption in form approved by the Trustee. Unit Holders Unitholders must sign exactly as their name appears on the register with the signature guaranteed by an officer of a national bank or trust company, or by participant in a member firm of either signature guarantee program acceptable to the New York, Midwest, or Pacific Coast Stock Ex- changesTrustee, or in such other manner as may be acceptable to the Trustee. The Trustee may also require addi- tional additional documents such as, but not limited to, trust instruments, certificates of death, appointments as executor or administrator or certificates of corpo- rate corporate authority. Subject to payment by such Unit Holder Unitholder of any tax or other governmental charges which may be imposed thereon, such redemption is to be made by distribution to the Distribution Agent on behalf of the redeeming Unit Holder Unitholder on the Redemption Day of (i) the Unit HolderUnitholder's pro rata portion as of the Re- demption Redemption Day of the Securities in the Trust as desig- nated designated by the Depositor and (ii) the Unit HolderUnitholder's pro rata portion of the cash in the Trust as of the Re- demption Redemption Day (herein called the "Redemption Distribu- tionDistribution"). The Distribution Agent will dispose of such assets in accordance with the provisions of the Dis- tribution Agency Distribution Agent Agreement. Fractional interests in shares distributed to the Distribution Agent, which are not included in the Redemption Distribution, shall be held in trust by the Distribution Agent, which is hereby designated a subcustodian of the Trustee with respect to such fractional interests, and shall be subject to such disposition as the De- positor Depositor shall direct. Units received for redemption by the Trustee on any date after the Evaluation Time will be held by the Trustee until the next Business Day on which the New York Stock Exchange is open for trading and will be deemed to have been tendered on such day for redemption at the Redemption Price com- puted computed on that day. Units tendered for redemption by the Depositor Depositors on any Business Day shall be deemed to have been tendered before the Evaluation Time on such Business Day provided that the Depositor advises Depositors advise the Trustee before the later of the Trustee's close of business and 5:00 PM pm New York City time. By such ad- viceadvice, the Depositor Depositors will be deemed to certify that all Units so tendered were either (a) tendered to the Depositor Depositors or to a retail dealer between the Evalua- tion Evaluation Time on the preceding Business Day and the Evaluation Time on such Business Day or (b) acquired previously by the Depositor Depositors but which the Depositor Depositors determined to redeem prior to the Evaluation Time on such Business Day. The portion of the Redemption Distribution which rep- resents represents the Unit HolderUnitholder's interest in the Income Ac- count Account shall be withdrawn from the Income Account to the extent available. The balance paid on any re- demptionredemption, including dividends receivable on stocks trading ex dividend, if any, shall be withdrawn from the Principal Account to the extent that funds are available for such purpose. If such available bal- ance balance shall be insufficient, the Trustee shall advance funds sufficient to pay such amount to the Unit Holder Unitholder and shall be entitled to reimbursement of such advance upon the deposit of additional monies in the Income Account or Principal Account, whichever hap- pens happens first. Should any amounts so advanced with re- spect respect to declared but unreceived dividends prove un- collectable uncollectible because of default in payment of such dividends, the Trustee shall have the right immedi- ately immediately to liquidate Securities in amount sufficient to reimburse itself for such advances, without interest. In the event that funds are withdrawn from the Prin- cipal Principal Account for payment of any portion of the Re- demption Redemption Distribution representing dividends receiv- able receivable on stocks trading ex dividend, the Principal Ac- count Account shall be reimbursed when sufficient funds are next available in the Income Account for such funds so applied. Unit Holders Unitholders requesting or required to receive a cash distribution shall receive such distribution in ac- cordance accordance with the applicable provisions of the Dis- tribution Distribution Agency Agreement."

Distribution Agent. On any Business Day on which any Unit or Units are tendered for redemption (the "Redemption Day") by a Unit Holder Unitholder or his duly authorized attorney to the Trustee at its corporate unit investment trust office in the City of New YorkYork not later than the Evaluation Time, such Units shall be redeemed by the Trustee on that Redemption Day. Units in uncertificated form shall be tendered by means of an appropriate request for redemption in form approved by the Trustee. Unit Holders Unitholders must sign exactly as their name appears on the register with the signature guaranteed by an officer of a national bank or trust company, or by participant in a member firm of either signature guarantee program acceptable to the New York, Midwest, or Pacific Coast Stock Ex- changesTrustee, or in such other manner as may be acceptable to the Trustee. The Trustee may also require addi- tional additional documents such as, but not limited to, trust instruments, certificates of death, appointments as executor or administrator or certificates of corpo- rate corporate authority. Subject to payment by such Unit Holder Unitholder of any tax or other governmental charges which may be imposed thereon, such redemption is to be made by distribution to the Distribution Agent on behalf of the redeeming Unit Holder Unitholder on the Redemption Day of (i) the Unit HolderUnitholder's pro rata portion as of the Re- demption Redemption Day of the Securities in the Trust as desig- nated designated by the Depositor and (ii) the Unit HolderUnitholder's pro rata portion of the cash in the Trust as of the Re- demption Redemption Day (herein called the "Redemption Distribu- tionDistribution"). The Distribution Agent will dispose of such assets in accordance with the provisions of the Dis- tribution Agency Distribution Agent Agreement. Fractional interests in shares distributed to the Distribution Agent, which are not included in the Redemption Distribution, shall be held in trust by the Distribution Agent, which is hereby designated a subcustodian of the Trustee with respect to such fractional interests, and shall be subject to such disposition as the De- positor Depositor shall direct. Units received for redemption by the Trustee on any date after the Evaluation Time will be held by the Trustee until the next Business Day on which the New York Stock Exchange is open for trading and will be deemed to have been tendered on such day for redemption at the Redemption Price com- puted computed on that day. Units tendered for redemption by the Depositor Depositors on any Business Day shall be deemed to have been tendered before the Evaluation Time on such Business Day provided that the Depositor advises Depositors advise the Trustee before the later of the Trustee's close of business and 5:00 PM pm New York City time. By such ad- viceadvice, the Depositor Depositors will be deemed to certify that all Units so tendered were either (a) tendered to the Depositor Depositors or to a retail dealer between the Evalua- tion Evaluation Time on the preceding Business Day and the Evaluation Time on such Business Day or (b) acquired previously by the Depositor Depositors but which the Depositor Depositors determined to redeem prior to the Evaluation Time on such Business Day. The portion of the Redemption Distribution which rep- resents represents the Unit HolderUnitholder's interest in the Income Ac- count Account shall be withdrawn from the Income Account to the extent available. The balance paid on any re- demptionredemption, including dividends receivable on stocks trading ex dividend, if any, shall be withdrawn from the Principal Account to the extent that funds are available for such purpose. If such available bal- ance balance shall be insufficient, the Trustee shall advance funds sufficient to pay such amount to the Unit Holder Unitholder and shall be entitled to reimbursement of such advance upon the deposit of additional monies in the Income Account or Principal Account, whichever hap- pens happens first. Should any amounts so advanced with re- spect respect to declared but unreceived dividends prove un- collectable uncollectible because of default in payment of such dividends, the Trustee shall have the right immedi- ately immediately to liquidate Securities in amount sufficient to reimburse itself for such advances, without interest. In the event that funds are withdrawn from the Prin- cipal Principal Account for payment of any portion of the Re- demption Redemption Distribution representing dividends receiv- able receivable on stocks trading ex dividend, the Principal Ac- count Account shall be reimbursed when sufficient funds are next available in the Income Account for such funds so applied. Unit Holders Unitholders requesting or required to receive a cash distribution shall receive such distribution in ac- cordance accordance with the applicable provisions of the Dis- tribution Distribution Agency Agreement." (h) Section 6.2 of the Agreement is amended by adding the following at the end of the second paragraph thereof: "The Trustee shall maintain and provide, upon the request of a Unitholder or the Depositors, the Unitholders or the Unitholder's designated representative with the cost basis of the Securities represented by the Unitholder's Units." (i) Section 9.2 of the Agreement is amended by deleting the fourth paragraph thereof and by adding the following paragraph in its place: "In the event that the Trust terminates on the Termination Date, the Trustee shall, not less than 30 days prior to the Termination Date, send a written notice to each Unitholder. Such notice shall allow each Unitholder of record, to elect to redeem his Units at the net asset value on the Termination Date and to receive, in partial payment of the Redemption Price per Unit, an in-kind distribution of such Unitholder's pro rata share of the Securities, to the extent of whole shares. The Trustee will honor duly executed requests for such in-kind distribution received by the close of business on the Termination Date. Redemption of the Units of Unitholders electing such in-kind distribution shall be made on the third business day following the Termination Date and shall consist of (1) such Unitholder's pro rata share of Securities (valued as of the Termination Date) to the extent of whole shares and (2) cash equal to the balance of such Unitholder's Redemption Price. Unitholders who do not effectively request an in-kind distribution shall receive their distribution upon termination in cash. The Trustee shall distribute the Unitholder's Securities to the account of the Unitholder's bank or broker-dealer at Depositary Trust Company. An in-kind distribution shall be reduced by customary transfer and registration charges incurred by the Trustee." (j) Section 9.2 of the Agreement is further amended by adding the following paragraph after the sixth paragraph of such Section 9.2: "In the event that the Depositors direct the Trustee that certain Securities will be sold to a new series of the Trust (a "New Series"), the Depositors will certify to the Trustee, within five days of each sale from a Trust to a New Series, (1) that the transaction is consistent with the policy of both the Trust and the New Series, as recited in their respective registration statements and reports filed under the Act, (2) the date of such transaction and (3) the closing sales price on the national securities exchange for the sale date of the securities subject to such sale. The Trustee will then countersign the certificate, unless the Trustee disagrees with the closing sales price listed on the certificate, whereupon the Trustee will promptly inform the Depositors orally of any such disagreement and return the certificate within five days to the Depositors with corrections duly noted. Upon the Depositors' receipt of a corrected certificate, if the Depositors verify the corrected price by reference to an independently published list of closing sales prices for the date of the transactions, the Depositors will ensure that the price of Units of the New Series, and distributions to holders of the Trust with regard to redemption of their Units or termination of the Trust, accurately reflect the corrected price. To the extent that the Depositors disagree with the Trustee's corrected price, the Depositors and the Trustee will jointly determine the correct sales price by reference to a mutually agreeable, independently published list of closing sales prices for the date of the transaction. The Depositors and Trustee will periodically review the procedures for sales and make such changes as they deem necessary, consistent with Rule 17a-7(e)(2). Finally, records of the procedures and of each transaction will be maintained as provided in Rule 17a-7(f)." (k) Section 9.2 of the Agreement is further amended by deleting the last paragraph thereof and by adding the following paragraph in its place: "Upon the Depositors' request, the Trustee will include in the written notice to be sent to Unitholders referred to in the fourth paragraph of this section a form of election whereby Unitholders may express interest in investing their terminating distribution in units of another series of the Schwab Trusts (the "New Series"). The Trustee will inform the Depositors of all Unitholders who, within the time period specified in such notice, express such interest. The Depositors will provide to such Unitholders applicable sales material with respect to the New Series and a form, acceptable to the Trustee, whereby a Unitholder may appoint the Distribution Agent the Unitholder's agent to apply the Unitholder's distribution for the acquisition of a unit or units of the New Series (a "Rollover"). Such form will specify, among other things, the time by which it must be returned to the Trustee in order to be effective and the manner in which such purchase shall be made. Redemption of the Units of the Unitholders electing such Rollover shall be made by distribution to the Distribution Agent on behalf of redeeming Unitholder on a date on or prior to the Termination Date selected by the Depositors and specified in the notice (the "Rollover Date") and shall consist of (1) such Unitholder's pro rata share of Securities (valued as of the Rollover Date) and (2) cash equal to the balance of the Unitholder's Redemption Price. The Distribution Agent will dispose of such assets in accordance with the provisions of the Distribution Agency Agreement. In the event that the Depositors determine that an in-kind deposit into the New Series pursuant to Section 1.02 of the Distribution Agency Agreement will not be permitted, the Units owned by the Unitholders electing investment in a New Series will be redeemed pursuant to Section 5.2(a) and the above-described notice will include a form, acceptable to the Trustee, whereby a Unitholder may appoint the Trustee the Unitholder's agent to apply the Unitholder's cash distribution for the purchase of a unit or units of the New Series. This paragraph shall not obligate the Depositors to create any New Series or to provide any such investment election." Section 2. This Reference Trust Agreement may be amended and modified by Addendums, attached hereto, evidencing the purchase of Additional Securities which have been deposited to effect an increase over the number of Units initially specified in Part II of this Reference Trust Agreement ("Additional Closings"). The Depositors and Trustee hereby agree that their respective representations, agreements and certifications contained in the Closing Memorandum dated March 3, 1998, relating to the initial deposit of Securities continue as if such representations, agreements and certifications were made on the date of such Additional Closings and with respect to the deposits made therewith, except as such representations, agreements and certifications relate to their respective By-Laws and as to which they each represent that their has been no amendment affecting their respective abilities to perform their respective obligations under the Indenture. Part II

Distribution Agent. On any Business Day on which any Unit or Units are tendered for redemption (the "Redemption Day") by a Unit Holder Unitholder or his duly authorized attorney to the Trustee at its corporate unit investment trust office in the City of New YorkYork not later than the Evaluation Time, such Units shall be redeemed by the Trustee on that Redemption Day. Units in uncertificated form shall be tendered by means of an appropriate request for redemption in form approved by the Trustee. Unit Holders Unitholders must sign exactly as their name appears on the register with the signature guaranteed by an officer of a national bank or trust company, or by participant in a member firm of either signature guarantee program acceptable to the New York, Midwest, or Pacific Coast Stock Ex- changesTrustee, or in such other manner as may be acceptable to the Trustee. The Trustee may also require addi- tional additional documents such as, but not limited to, trust instruments, certificates of death, appointments as executor or administrator or certificates of corpo- rate corporate authority. Subject to payment by such Unit Holder Unitholder of any tax or other governmental charges which may be imposed thereon, such redemption is to be made by distribution to the Distribution Agent on behalf of the redeeming Unit Holder Unitholder on the Redemption Day of (i) the Unit HolderUnitholder's pro rata portion as of the Re- demption Redemption Day of the Securities in the Trust as desig- nated designated by the Depositor and (ii) the Unit HolderUnitholder's pro rata portion of the cash in the Trust as of the Re- demption Redemption Day (herein called the "Redemption Distribu- tionDistribution"). The Distribution Agent will dispose of such assets in accordance with the provisions of the Dis- tribution Agency Distribution Agent Agreement. Fractional interests in shares distributed to the Distribution Agent, which are not included in the Redemption Distribution, shall be held in trust by the Distribution Agent, which is hereby designated a subcustodian of the Trustee with respect to such fractional interests, and shall be subject to such disposition as the De- positor Depositor shall direct. Units received for redemption by the Trustee on any date after the Evaluation Time will be held by the Trustee until the next Business Day on which the New York Stock Exchange is open for trading and will be deemed to have been tendered on such day for redemption at the Redemption Price com- puted computed on that day. Units tendered for redemption by the Depositor Depositors on any Business Day shall be deemed to have been tendered before the Evaluation Time on such Business Day provided that the Depositor advises Depositors advise the Trustee before the later of the Trustee's close of business and 5:00 PM pm New York City time. By such ad- viceadvice, the Depositor Depositors will be deemed to certify that all Units so tendered were either (a) tendered to the Depositor Depositors or to a retail dealer between the Evalua- tion Evaluation Time on the preceding Business Day and the Evaluation Time on such Business Day or (b) acquired previously by the Depositor Depositors but which the Depositor Depositors determined to redeem prior to the Evaluation Time on such Business Day. The portion of the Redemption Distribution which rep- resents represents the Unit HolderUnitholder's interest in the Income Ac- count Account shall be withdrawn from the Income Account to the extent available. The balance paid on any re- demptionredemption, including dividends receivable on stocks trading ex dividend, if any, shall be withdrawn from the Principal Account to the extent that funds are available for such purpose. If such available bal- ance balance shall be insufficient, the Trustee shall advance funds sufficient to pay such amount to the Unit Holder Unitholder and shall be entitled to reimbursement of such advance upon the deposit of additional monies in the Income Account or Principal Account, whichever hap- pens happens first. Should any amounts so advanced with re- spect respect to declared but unreceived dividends prove un- collectable uncollectible because of default in payment of such dividends, the Trustee shall have the right immedi- ately immediately to liquidate Securities in amount sufficient to reimburse itself for such advances, without interest. In the event that funds are withdrawn from the Prin- cipal Principal Account for payment of any portion of the Re- demption Redemption Distribution representing dividends receiv- able receivable on stocks trading ex dividend, the Principal Ac- count Account shall be reimbursed when sufficient funds are next available in the Income Account for such funds so applied. Unit Holders -3- Unitholders requesting or required to receive a cash distribution shall receive such distribution in ac- cordance accordance with the applicable provisions of the Dis- tribution Distribution Agency Agreement." (e) Section 6.2 of the Agreement is amended by adding the following at the end of the second paragraph thereof: "The Trustee shall maintain and provide, upon the request of a Unitholder or the Depositors, the Unitholders or the Unitholder's designated representative with the cost basis of the Securities represented by the Unitholder's Units." (f) Section 9.2 of the Agreement is amended by deleting the fourth paragraph thereof and by adding the following paragraph in its place: "In the event that the Trust terminates on the Termination Date, the Trustee shall, not less than 30 days prior to the Termination Date, send a written notice to each Unitholder. Such notice shall allow each Unitholder of record, to elect to redeem his Units at the net asset value on the Termination Date and to receive, in partial payment of the Redemption Price per Unit, an in-kind distribution of such Unitholder's pro rata share of the Securities, to the extent of whole shares. The Trustee will honor duly executed requests for such in-kind distribution received by the close of business on the Termination Date. Redemption of the Units of Unitholders electing such in-kind distribution shall be made on the third business day following the Termination Date and shall consist of (1) such Unitholder's pro rata share of Securities (valued as of the Termination Date) to the extent of whole shares and (2) cash equal to the balance of such Unitholder's Redemption Price. Unitholders who do not effectively request an in-kind distribution shall receive their distribution upon termination in cash. The Trustee shall distribute the Unitholder's Securities to the account of the Unitholder's bank or broker-dealer at Depositary Trust Company. An in-kind distribution shall be reduced by customary transfer and registration charges incurred by the Trustee." (g) Section 9.2 of the Agreement is further amended by deleting the last paragraph thereof and by adding the following paragraph in its place: "Upon the Depositors' request, the Trustee will include in the written notice to be sent to Unitholders referred to in the fourth paragraph of this section a form of election whereby Unitholders may express interest in investing their terminating distribution in units of another series of the ▇▇▇▇▇▇▇▇▇▇, Piven, ▇▇▇▇▇ Family of Trusts (the "New Series"). The Trustee will inform the Depositors of all Unitholders who, within the time period specified in such notice, express such interest. The Depositors will provide to such Unitholders applicable sales material with respect to the New Series and a form, acceptable to the Trustee, whereby a Unitholder may appoint the Distribution Agent the Unitholder's agent to apply the Unitholder's distribution for the acquisition of a unit or units of the New Series (a "Rollover"). Such form will specify, among other things, the time by which it must be returned to the Trustee in order to be effective and the manner in which such purchase shall be made. Redemption of the Units of the Unitholders electing such Rollover shall be made by distribution to the Distribution Agent on behalf of redeeming Unitholder on a date on or prior to the Termination Date selected by the Depositors and specified in the notice (the "Rollover Date") and shall consist of (1) such Unitholder's pro rata share of Securities (valued as of the Rollover Date) and (2) cash equal to the balance of the Unitholder's Redemption Price. The Distribution Agent will dispose of such assets in accordance with the provisions of the Distribution Agency Agreement. In the event that the Depositors determine that an in-kind deposit into the New Series pursuant to Section 1.02 of the Distribution Agency Agreement will not be permitted, the Units owned by the Unitholders electing investment in a New Series will be redeemed pursuant to Section 5.2(a) and the above-described notice will include a form, acceptable to the Trustee, whereby a Unitholder may appoint the Trustee the Unitholder's agent to apply the Unitholder's cash distribution for the purchase of a unit or units of the New Series. This paragraph shall not obligate the Depositors to create any New Series or to provide any such investment election." Section 2. This Reference Trust Agreement may be amended and modified by Addendums, attached hereto, evidencing the purchase of Additional Securities which have been deposited to effect an increase over the number of Units initially specified in Part II of this Reference Trust Agreement ("Additional Closings"). The Depositors and Trustee hereby agree that their respective representations, agreements and certifications contained in the Closing Memorandum dated July 20, 1999, relating to the initial deposit of Securities continue as if such representations, agreements and certifications were made on the date of such Additional Closings and with respect to the deposits made therewith, except as such representations, agreements and certifications relate to their respective By-Laws and as to which they each represent that their has been no amendment affecting their respective abilities to perform their respective obligations under the Indenture. Part II

Distribution Agent. On any Business Day on which any Unit or Units are tendered for redemption (the "Redemption Day") by a Unit Holder Unitholder or his duly authorized attorney to the Trustee at its corporate unit investment trust office in the City of New YorkYork not later than the Evaluation Time, such Units shall be redeemed by the Trustee on that Redemption Day. Units in uncertificated form shall be tendered by means of an appropriate request for redemption in form approved by the Trustee. Unit Holders Unitholders must sign exactly as their name appears on the register with the signature guaranteed by an officer of a national bank or trust company, or by participant in a member firm of either signature guarantee program acceptable to the New York, Midwest, or Pacific Coast Stock Ex- changesTrustee, or in such other manner as may be acceptable to the Trustee. The Trustee may also require addi- tional additional documents such as, but not limited to, trust instruments, certificates of death, appointments as executor or administrator or certificates of corpo- rate corporate authority. Subject to payment by such Unit Holder Unitholder of any tax or other governmental charges which may be imposed thereon, such redemption is to be made by distribution to the Distribution Agent on behalf of the redeeming Unit Holder Unitholder on the Redemption Day of (i) the Unit HolderUnitholder's pro rata portion as of the Re- demption Redemption Day of the Securities in the Trust as desig- nated designated by the Depositor and (ii) the Unit HolderUnitholder's pro rata portion of the cash in the Trust as of the Re- demption Redemption Day (herein called the "Redemption Distribu- tionDistribution"). The Distribution Agent will dispose of such assets in accordance with the provisions of the Dis- tribution Agency Distribution Agent Agreement. Fractional interests in shares distributed to the Distribution Agent, which are not included in the Redemption Distribution, shall be held in trust by the Distribution Agent, which is hereby designated a subcustodian of the Trustee with respect to such fractional interests, and shall be subject to such disposition as the De- positor Depositor shall direct. Units received for redemption by the Trustee on any date after the Evaluation Time will be held by the Trustee until the next Business Day on which the New York Stock Exchange is open for trading and will be deemed to have been tendered on such day for redemption at the Redemption Price com- puted computed on that day. Units tendered for redemption by the Depositor Depositors on any Business Day shall be deemed to have been tendered before the Evaluation Time on such Business Day provided that the Depositor advises Depositors advise the Trustee before the later of the Trustee's close of business and 5:00 PM pm New York City time. By such ad- viceadvice, the Depositor Depositors will be deemed to certify that all Units so tendered were either (a) tendered to the Depositor Depositors or to a retail dealer between the Evalua- tion Evaluation Time on the preceding Business Day and the Evaluation Time on such Business Day or (b) acquired previously by the Depositor Depositors but which the Depositor Depositors determined to redeem prior to the Evaluation Time on such Business Day. The portion of the Redemption Distribution which rep- resents represents the Unit HolderUnitholder's interest in the Income Ac- count Account shall be withdrawn from the Income Account to the extent available. The balance paid on any re- demptionredemption, including dividends receivable on stocks trading ex dividend, if any, shall be withdrawn from the Principal Account to the extent that funds are available for such purpose. If such available bal- ance balance shall be insufficient, the Trustee shall advance funds sufficient to pay such amount to the Unit Holder Unitholder and shall be entitled to reimbursement of such advance upon the deposit of additional monies in the Income Account or Principal Account, whichever hap- pens happens first. Should any amounts so advanced with re- spect respect to declared but unreceived dividends prove un- collectable uncollectible because of default in payment of such dividends, the Trustee shall have the right immedi- ately immediately to liquidate Securities in amount sufficient to reimburse itself for such advances, without interest. In the event that funds are withdrawn from the Prin- cipal Principal Account for payment of any portion of the Re- demption Redemption Distribution representing dividends receiv- able receivable on stocks trading ex dividend, the Principal Ac- count Account shall be reimbursed when sufficient funds are next available in the Income Account for such funds so applied. Unit Holders Unitholders requesting or required to receive a cash distribution shall receive such distribution in ac- cordance accordance with the applicable provisions of the Dis- tribution Distribution Agency Agreement." (e) Section 6.2 of the Agreement is amended by adding the following at the end of the second paragraph thereof: "The Trustee shall maintain and provide, upon the request of a Unitholder or the Depositors, the Unitholders or the Unitholder's designated representative with the cost basis of the Securities represented by the Unitholder's Units." (f) Section 9.2 of the Agreement is amended by deleting the fourth paragraph thereof and by adding the following paragraph in its place: "In the event that the Trust terminates on the Termination Date, the Trustee shall, not less than 30 days prior to the Termination Date, send a written notice to each Unitholder. Such notice shall allow each Unitholder of record, to elect to redeem his Units at the net asset value on the Termination Date and to receive, in partial payment of the Redemption Price per Unit, an in-kind distribution of such Unitholder's pro rata share of the Securities, to the extent of whole shares. The Trustee will honor duly executed requests for such in-kind distribution received by the close of business on the Termination Date. Redemption of the Units of Unitholders electing such in-kind distribution shall be made on the third business day following the Termination Date and shall consist of (1) such Unitholder's pro rata share of Securities (valued as of the Termination Date) to the extent of whole shares and (2) cash equal to the balance of such Unitholder's Redemption Price. Unitholders who do not effectively request an in-kind distribution shall receive their distribution upon termination in cash. The Trustee shall distribute the Unitholder's Securities to the account of the Unitholder's bank or broker-dealer at Depositary Trust Company. An in-kind distribution shall be reduced by customary transfer and registration charges incurred by the Trustee." (g) Section 9.2 of the Agreement is further amended by deleting the last paragraph thereof and by adding the following paragraph in its place: "Upon the Depositors' request, the Trustee will include in the written notice to be sent to Unitholders referred to in the fourth paragraph of this section a form of election whereby Unitholders may express interest in investing their terminating distribution in units of another series of the ▇▇▇▇▇▇▇▇▇▇, Piven, ▇▇▇▇▇ Family of Trusts (the "New Series"). The Trustee will inform the Depositors of all Unitholders who, within the time period specified in such notice, express such interest. The Depositors will provide to such Unitholders applicable sales material with respect to the New Series and a form, acceptable to the Trustee, whereby a Unitholder may appoint the Distribution Agent the Unitholder's agent to apply the Unitholder's distribution for the acquisition of a unit or units of the New Series (a "Rollover"). Such form will specify, among other things, the time by which it must be returned to the Trustee in order to be effective and the manner in which such purchase shall be made. Redemption of the Units of the Unitholders electing such Rollover shall be made by distribution to the Distribution Agent on behalf of redeeming Unitholder on a date on or prior to the Termination Date selected by the Depositors and specified in the notice (the "Rollover Date") and shall consist of (1) such Unitholder's pro rata share of Securities (valued as of the Rollover Date) and (2) cash equal to the balance of the Unitholder's Redemption Price. The Distribution Agent will dispose of such assets in accordance with the provisions of the Distribution Agency Agreement. In the event that the Depositors determine that an in-kind deposit into the New Series pursuant to Section 1.02 of the Distribution Agency Agreement will not be permitted, the Units owned by the Unitholders electing investment in a New Series will be redeemed pursuant to Section 5.2(a) and the above-described notice will include a form, acceptable to the Trustee, whereby a Unitholder may appoint the Trustee the Unitholder's agent to apply the Unitholder's cash distribution for the purchase of a unit or units of the New Series. This paragraph shall not obligate the Depositors to create any New Series or to provide any such investment election." Section 2. This Reference Trust Agreement may be amended and modified by Addendums, attached hereto, evidencing the purchase of Additional Securities which have been deposited to effect an increase over the number of Units initially specified in Part II of this Reference Trust Agreement ("Additional Closings"). The Depositors and Trustee hereby agree that their respective representations, agreements and certifications contained in the Closing Memorandum dated April 20, 1999, relating to the initial deposit of Securities continue as if such representations, agreements and certifications were made on the date of such Additional Closings and with respect to the deposits made therewith, except as such representations, agreements and certifications relate to their respective By-Laws and as to which they each represent that their has been no amendment affecting their respective abilities to perform their respective obligations under the Indenture. Part II

Distribution Agent. On any Business Day on which any Unit or Units are tendered for redemption (the "Redemption Day") by a Unit Holder or his duly authorized attorney to the Trustee at its corporate Unit investment trust office in the City of New YorkYork not later than the Evaluation Time, such Units shall be redeemed by the Trustee on that Redemption Day. Units in uncertificated form shall be tendered by means of an appropriate request for redemption in form approved by the Trustee. Unit Holders must sign exactly as their name appears on the register with the signature guaranteed by an officer of a national bank or trust company, or by participant in a member firm of either signature guarantee program acceptable to the New York, Midwest, or Pacific Coast Stock Ex- changesTrustee, or in such other manner as may be acceptable to the Trustee. The Trustee may also require addi- tional additional documents such as, but not limited to, trust instruments, certificates of death, appointments as executor or administrator or certificates of corpo- rate corporate authority. Subject to payment by such Unit Holder of any tax or other governmental charges which may be imposed thereon, such redemption is to be made by distribution to the Distribution Agent on behalf of the redeeming Unit Holder on the Redemption Day of (i) the Unit Holder's pro rata portion as of the Re- demption Redemption Day of the Securities in the Trust as desig- nated designated by the Depositor and (ii) the Unit Holder's pro rata portion of the cash in the Trust as of the Re- demption Redemption Day (herein called the "Redemption Distribu- tionDistribution"). The Distribution Agent will dispose of such assets in accordance with the provisions of the Dis- tribution Agency Distribution Agent Agreement. Fractional interests in shares distributed to the Distribution Agent, which are not included in the Redemption Distribution, shall be held in trust by the Distribution Agent, which is hereby designated a subcustodian of the Trustee with respect to such fractional interests, and shall be subject to such disposition as the De- positor Depositor shall direct. Units received for redemption by the Trustee on any date after the Evaluation Time will be held by the Trustee until the next Business Day on which the New York Stock Exchange is open for trading and will be deemed to have been tendered on such day for redemption at the Redemption Redemp- tion Price com- puted computed on that day. Units tendered for redemption by the Depositor on any Business Day shall be deemed to have been tendered before the Evaluation Time on such Business Day provided that the Depositor advises the Trustee before the later of the Trustee's close of business and 5:00 PM New York City time. By such ad- viceadvice, the Depositor will be deemed to certify that all Units so tendered were either (a) tendered to the Depositor or to a retail dealer between the Evalua- tion Time on the preceding Business Day and the Evaluation Evalua- tion Time on such Business Day or (b) acquired previously previ- ously by the Depositor but which the Depositor determined deter- mined to redeem prior to the Evaluation Time on such Business Day. The portion of the Redemption Distribution which rep- resents repre- sents the Unit Holder's interest in the Income Ac- count Account shall be withdrawn from the Income Account to the extent ex- tent available. The balance paid on any re- demptionredemption, including dividends receivable on stocks trading ex dividend, if any, shall be withdrawn from the Principal Account to the extent that funds are available for such purpose. If such available bal- ance balance shall be insufficientinsuffi- cient, the Trustee shall advance funds sufficient to pay such amount to the Unit Holder and shall be entitled enti- tled to reimbursement of such advance upon the deposit of additional monies in the Income Account or Principal Account, whichever hap- pens happens first. Should any amounts so advanced with re- spect respect to declared but unreceived dividends prove un- collectable uncollectable because of default in payment of such dividends, the Trustee shall have the right immedi- ately immediately to liquidate Securities in amount sufficient to reimburse itself for such advances, without with- out interest. In the event that funds are withdrawn from the Prin- cipal Principal Account for payment of any portion of the Re- demption Redemption Distribution representing dividends receiv- able receivable on stocks trading ex dividend, the Principal Ac- count Account shall be reimbursed when sufficient funds are next available in the Income Account for such funds so applied. Unit Holders requesting or required to receive a cash distribution shall receive such distribution in ac- cordance accor- dance with the applicable provisions of the Dis- tribution Distribu- tion Agency Agreement.

Distribution Agent. On any Business Day on which any Unit or Units are tendered for redemption (the "Redemption Day") by a Unit Holder Unitholder or his duly authorized attorney to the Trustee at its corporate unit investment trust office in the City of New YorkYork not later than the Evaluation Time, such Units shall be redeemed by the Trustee on that Redemption Day. Units in uncertificated form shall be tendered by means of an appropriate request for redemption in form approved by the Trustee. Unit Holders Unitholders must sign exactly as their name appears on the register with the signature guaranteed by an officer of a national bank or trust company, or by participant in a member firm of either signature guarantee program acceptable to the New York, Midwest, or Pacific Coast Stock Ex- changesTrustee, or in such other manner as may be acceptable to the Trustee. The Trustee may also require addi- tional additional documents such as, but not limited to, trust instruments, certificates of death, appointments as executor or administrator or certificates of corpo- rate corporate authority. Subject to payment by such Unit Holder Unitholder of any tax or other governmental charges which may be imposed thereon, such redemption is to be made by distribution to the Distribution Agent on behalf of the redeeming Unit Holder Unitholder on the Redemption Day of (i) the Unit HolderUnitholder's pro rata portion as of the Re- demption Redemption Day of the Securities in the Trust as desig- nated designated by the Depositor and (ii) the Unit HolderUnitholder's pro rata portion of the cash in the Trust as of the Re- demption Redemption Day (herein called the "Redemption Distribu- tionDistribution"). The Distribution Agent will dispose of such assets in accordance with the provisions of the Dis- tribution Agency Distribution Agent Agreement. Fractional interests in shares distributed to the Distribution Agent, which are not included in the Redemption Distribution, shall be held in trust by the Distribution Agent, which is hereby designated a subcustodian of the Trustee with respect to such fractional interests, and shall be subject to such disposition as the De- positor Depositor shall direct. Units received for redemption by the Trustee on any date after the Evaluation Time will be held by the Trustee until the next Business Day on which the New York Stock Exchange is open for trading and will be deemed to have been tendered on such day for redemption at the Redemption Price com- puted computed on that day. Units tendered for redemption by the Depositor Depositors on any Business Day shall be deemed to have been tendered before the Evaluation Time on such Business Day provided that the Depositor advises Depositors advise the Trustee before the later of the Trustee's close of business and 5:00 PM pm New York City time. By such ad- viceadvice, the Depositor Depositors will be deemed to certify that all Units so tendered were either (a) tendered to the Depositor Depositors or to a retail dealer between the Evalua- tion Evaluation Time on the preceding Business Day and the Evaluation Time on such Business Day or (b) acquired previously by the Depositor Depositors but which the Depositor Depositors determined to redeem prior to the Evaluation Time on such Business Day. The portion of the Redemption Distribution which rep- resents represents the Unit HolderUnitholder's interest in the Income Ac- count Account shall be withdrawn from the Income Account to the extent available. The balance paid on any re- demptionredemption, including dividends receivable on stocks trading ex dividend, if any, shall be withdrawn from the Principal Account to the extent that funds are available for such purpose. If such available bal- ance balance shall be insufficient, the Trustee shall advance funds sufficient to pay such amount to the Unit Holder Unitholder and shall be entitled to reimbursement of such advance upon the deposit of additional monies in the Income Account or Principal Account, whichever hap- pens happens first. Should any amounts so advanced with re- spect respect to declared but unreceived dividends prove un- collectable uncollectible because of default in payment of such dividends, the Trustee shall have the right immedi- ately immediately to liquidate Securities in amount sufficient to reimburse itself for such advances, without interest. In the event that funds are withdrawn from the Prin- cipal Principal Account for payment of any portion of the Re- demption Redemption Distribution representing dividends receiv- able receivable on stocks trading ex dividend, the Principal Ac- count Account shall be reimbursed when sufficient funds are next available in the Income Account for such funds so applied. Unit Holders Unitholders requesting or required to receive a cash distribution shall receive such distribution in ac- cordance accordance with the applicable provisions of the Dis- tribution Distribution Agency Agreement.

Distribution Agent. On any Business Day on which any Unit or Units are tendered for redemption (the "Redemption Day") by a Unit Holder Unitholder or his duly authorized attorney to the Trustee at its corporate unit investment trust office in the City of New YorkYork not later than the Evaluation Time, such Units shall be redeemed by the Trustee on that Redemption Day. Units in uncertificated form shall be tendered by means of an appropriate request for redemption in form approved by the Trustee. Unit Holders Unitholders must sign exactly as their name appears on the register with the signature guaranteed by an officer of a national bank or trust company, or by participant in a member firm of either signature guarantee program acceptable to the New York, Midwest, or Pacific Coast Stock Ex- changesTrustee, or in such other manner as may be acceptable to the Trustee. The Trustee may also require addi- tional additional documents such as, but not limited to, trust instruments, certificates of death, appointments as executor or administrator or certificates of corpo- rate corporate authority. Subject to payment by such Unit Holder Unitholder of any tax or other governmental charges which may be imposed thereon, such redemption is to be made by distribution to the Distribution Agent on behalf of the redeeming Unit Holder Unitholder on the Redemption Day of (i) the Unit HolderUnitholder's pro rata portion as of the Re- demption Redemption Day of the Securities in the Trust as desig- nated designated by the Depositor and (ii) the Unit HolderUnitholder's pro rata portion of the cash in the Trust as of the Re- demption Redemption Day (herein called the "Redemption Distribu- tionDistribution"). The Distribution Agent will dispose of such assets in accordance with the provisions of the Dis- tribution Agency Distribution Agent Agreement. Fractional interests in shares distributed to the Distribution Agent, which are not included in the Redemption Distribution, shall be held in trust by the Distribution Agent, which is hereby designated a subcustodian of the Trustee with respect to such fractional interests, and shall be subject to such disposition as the De- positor Depositor shall direct. Units received for redemption by the Trustee on any date after the Evaluation Time will be held by the Trustee until the next Business Day on which the New York Stock Exchange is open for trading and will be deemed to have been tendered on such day for redemption at the Redemption Price com- puted computed on that day. Units tendered for redemption by the Depositor Depositors on any Business Day shall be deemed to have been tendered before the Evaluation Time on such Business Day provided that the Depositor advises Depositors advise the Trustee before the later of the Trustee's close of business and 5:00 PM pm New York City time. By such ad- viceadvice, the Depositor Depositors will be deemed to certify that all Units so tendered were either (a) tendered to the Depositor Depositors or to a retail dealer between the Evalua- tion Evaluation Time on the preceding Business Day and the Evaluation Time on such Business Day or (b) acquired previously by the Depositor Depositors but which the Depositor Depositors determined to redeem prior to the Evaluation Time on such Business Day. The portion of the Redemption Distribution which rep- resents represents the Unit HolderUnitholder's interest in the Income Ac- count Account shall be withdrawn from the Income Account to the extent available. The balance paid on any re- demptionredemption, including dividends receivable on stocks trading ex dividend, if any, shall be withdrawn from the Principal Account to the extent that funds are available for such purpose. If such available bal- ance balance shall be insufficient, the Trustee shall advance funds sufficient to pay such amount to the Unit Holder Unitholder and shall be entitled to reimbursement of such advance upon the deposit of additional monies in the Income Account or Principal Account, whichever hap- pens happens first. Should any amounts so advanced with re- spect respect to declared but unreceived dividends prove un- collectable uncollectible because of default in payment of such dividends, the Trustee shall have the right immedi- ately immediately to liquidate Securities in amount sufficient to reimburse itself for such advances, without interest. In the event that funds are withdrawn from the Prin- cipal Principal Account for payment of any portion of the Re- demption Redemption Distribution representing dividends receiv- able receivable on stocks trading ex dividend, the Principal Ac- count Account shall be reimbursed when sufficient funds are next available in the Income Account for such funds so applied. Unit Holders Unitholders requesting or required to receive a cash distribution shall receive such distribution in ac- cordance accordance with the applicable provisions of the Dis- tribution Distribution Agency Agreement." (f) Section 6.2 of the Agreement is amended by adding the following at the end of the second paragraph thereof: "The Trustee shall maintain and provide, upon the request of a Unitholder or the Depositors, the Unitholders or the Unitholder's designated representative with the cost basis of the Securities represented by the Unitholder's Units." (g) Section 9.2 of the Agreement is amended by deleting the fourth paragraph thereof and by adding the following paragraph in its place: "In the event that the Trust terminates on the Termination Date, the Trustee shall, not less than 30 days prior to the Termination Date, send a written notice to each Unitholder. Such notice shall allow each Unitholder of record owning, as of such date, 2,500 Units, to elect to redeem his Units at the net asset value on the Termination Date and to receive, in partial payment of the Redemption Price per Unit, an in-kind distribution of such Unitholder's pro rata share of the Securities, to the extent of whole shares. The Trustee will honor duly executed requests for such in-kind distribution received by the close of business on the Termination Date. Redemption of the Units of Unitholders electing such in-kind distribution shall be made on the third business day following the Termination Date and shall consist of (1) such Unitholder's pro rata share of Securities (valued as of the Termination Date) to the extent of whole shares and (2) cash equal to the balance of such Unitholder's Redemption Price. Unitholders who do not effectively request an in-kind distribution shall receive their distribution upon termination in cash. The Trustee shall distribute the Unitholder's Securities to the account of the Unitholder's bank or broker-dealer at Depositary Trust Company. An in-kind distribution shall be reduced by customary transfer and registration charges incurred by the Trustee." (h) Section 9.2 of the Agreement is further amended by adding the following paragraph after the sixth paragraph of such Section 9.2: "In the event that the Depositors direct the Trustee that certain Securities will be sold to a new series of the Trust (a "New Series"), the Depositors will certify to the Trustee, within five days of each sale from a Trust to a New Series, (1) that the transaction is consistent with the policy of both the Trust and the New Series, as recited in their respective registration statements and reports filed under the Act, (2) the date of such transaction and (3) the closing sales price on the national securities exchange for the sale date of the securities subject to such sale. The Trustee will then countersign the certificate, unless the Trustee disagrees with the closing sales price listed on the certificate, whereupon the Trustee will promptly inform the Depositors orally of any such disagreement and return the certificate within five days to the Depositors with corrections duly noted. Upon the Depositors' receipt of a corrected certificate, if the Depositors verify the corrected price by reference to an independently published list of closing sales prices for the date of the transactions, the Depositors will ensure that the price of Units of the New Series, and distributions to holders of the Trust with regard to redemption of their Units or termination of the Trust, accurately reflect the corrected price. To the extent that the Depositors disagree with the Trustee's corrected price, the Depositors and the Trustee will jointly determine the correct sales price by reference to a mutually agreeable, independently published list of closing sales prices for the date of the transaction. The Depositors and Trustee will periodically review the procedures for sales and make such changes as they deem necessary, consistent with Rule 17a-7(e)(2). Finally, records of the procedures and of each transaction will be maintained as provided in Rule 17a-7(f)." (i) Section 9.2 of the Agreement is further amended by deleting the last paragraph thereof and by adding the following paragraph in its place: "Upon the Depositors' request, the Trustee will include in the written notice to be sent to Unitholders referred to in the fourth paragraph of this section a form of election whereby Unitholders may express interest in investing their terminating distribution in units of another series of the Schwab Trusts (the "New Series"). The Trustee will inform the Depositors of all Unitholders who, within the time period specified in such notice, express such interest. The Depositors will provide to such Unitholders applicable sales material with respect to the New Series and a form, acceptable to the Trustee, whereby a Unitholder may appoint the Distribution Agent the Unitholder's agent to apply the Unitholder's distribution for the acquisition of a unit or units of the New Series (a "Rollover"). Such form will specify, among other things, the time by which it must be returned to the Trustee in order to be effective and the manner in which such purchase shall be made. Redemption of the Units of the Unitholders electing such Rollover shall be made by distribution to the Distribution Agent on behalf of redeeming Unitholder on a date on or prior to the Termination Date selected by the Depositors and specified in the notice (the "Rollover Date") and shall consist of (1) such Unitholder's pro rata share of Securities (valued as of the Rollover Date) and (2) cash equal to the balance of the Unitholder's Redemption Price. The Distribution Agent will dispose of such assets in accordance with the provisions of the Distribution Agency Agreement. In the event that the Depositors determine that an in-kind deposit into the New Series pursuant to Section 1.02 of the Distribution Agency Agreement will not be permitted, the Units owned by the Unitholders electing investment in a New Series will be redeemed pursuant to Section 5.2(a) and the above-described notice will include a form, acceptable to the Trustee, whereby a Unitholder may appoint the Trustee the Unitholder's agent to apply the Unitholder's cash distribution for the purchase of a unit or units of the New Series. This paragraph shall not obligate the Depositors to create any New Series or to provide any such investment election." Section 2. This Reference Trust Agreement may be amended and modified by Addendums, attached hereto, evidencing the purchase of Additional Securities which have been deposited to effect an increase over the number of Units initially specified in Part II of this Reference Trust Agreement ("Additional Closings"). The Depositors and Trustee hereby agree that their respective representations, agreements and certifications contained in the Closing Memorandum dated March 3, 1998, relating to the initial deposit of Securities continue as if such representations, agreements and certifications were made on the date of such Additional Closings and with respect to the deposits made therewith, except as such representations, agreements and certifications relate to their respective By-Laws and as to which they each represent that their has been no amendment affecting their respective abilities to perform their respective obligations under the Indenture. Part II

Distribution Agent. On any Business Day on which any Unit or Units are tendered for redemption (the "Redemption Day") by a Unit Holder Unitholder or his duly authorized attorney to the Trustee at its corporate unit investment trust office in the City of New YorkYork not later than the Evaluation Time, such Units shall be redeemed by the Trustee on that Redemption Day. Units in uncertificated form shall be tendered by means of an appropriate request for redemption in form approved by the Trustee. Unit Holders Unitholders must sign exactly as their name appears on the register with the signature guaranteed by an officer of a national bank or trust company, or by participant in a member firm of either signature guarantee program acceptable to the New York, Midwest, or Pacific Coast Stock Ex- changesTrustee, or in such other manner as may be acceptable to the Trustee. The Trustee may also require addi- tional additional documents such as, but not limited to, trust instruments, certificates of death, appointments as executor or administrator or certificates of corpo- rate corporate authority. Subject to payment by such Unit Holder Unitholder of any tax or other governmental charges which may be imposed thereon, such redemption is to be made by distribution to the Distribution Agent on behalf of the redeeming Unit Holder Unitholder on the Redemption Day of (i) the Unit HolderUnitholder's pro rata portion as of the Re- demption Redemption Day of the Securities in the Trust as desig- nated designated by the Depositor and (ii) the Unit HolderUnitholder's pro rata portion of the cash in the Trust as of the Re- demption Redemption Day (herein called the "Redemption Distribu- tionDistribution"). The Distribution Agent will dispose of such assets in accordance with the provisions of the Dis- tribution Agency Distribution Agent Agreement. Fractional interests in shares distributed to the Distribution Agent, which are not included in the Redemption Distribution, shall be held in trust by the Distribution Agent, which is hereby designated a subcustodian of the Trustee with respect to such fractional interests, and shall be subject to such disposition as the De- positor Depositor shall direct. Units received for redemption by the Trustee on any date after the Evaluation Time will be held by the Trustee until the next Business Day on which the New York Stock Exchange is open for trading and will be deemed to have been tendered on such day for redemption at the Redemption Price com- puted computed on that day. Units tendered for redemption by the Depositor Depositors on any Business Day shall be deemed to have been tendered before the Evaluation Time on such Business Day provided that the Depositor advises Depositors advise the Trustee before the later of the Trustee's close of business and 5:00 PM pm New York City time. By such ad- viceadvice, the Depositor Depositors will be deemed to certify that all Units so tendered were either (a) tendered to the Depositor Depositors or to a retail dealer between the Evalua- tion Evaluation Time on the preceding Business Day and the Evaluation Time on such Business Day or (b) acquired previously by the Depositor Depositors but which the Depositor Depositors determined to redeem prior to the Evaluation Time on such Business Day. The portion of the Redemption Distribution which rep- resents represents the Unit HolderUnitholder's interest in the Income Ac- count Account shall be withdrawn from the Income Account to the extent available. The balance paid on any re- demptionredemption, including dividends receivable on stocks trading ex dividend, if any, shall be withdrawn from the Principal Account to the extent that funds are available for such purpose. If such available bal- ance balance shall be insufficient, the Trustee shall advance funds sufficient to pay such amount to the Unit Holder Unitholder and shall be entitled to reimbursement of such advance upon the deposit of additional monies in the Income Account or Principal Account, whichever hap- pens happens first. Should any amounts so advanced with re- spect respect to declared but unreceived dividends prove un- collectable uncollectible because of default in payment of such dividends, the Trustee shall have the right immedi- ately immediately to liquidate Securities in amount sufficient to reimburse itself for such advances, without interest. In the event that funds are withdrawn from the Prin- cipal Principal Account for payment of any portion of the Re- demption Redemption Distribution representing dividends receiv- able receivable on stocks trading ex dividend, the Principal Ac- count Account shall be reimbursed when sufficient funds are next available in the Income Account for such funds so applied. Unit Holders Unitholders requesting or required to receive a cash distribution shall receive such distribution in ac- cordance accordance with the applicable provisions of the Dis- tribution Distribution Agency Agreement." (e) Section 6.2 of the Agreement is amended by adding the following at the end of the second paragraph thereof: "The Trustee shall maintain and provide, upon the request of a Unitholder or the Depositors, the Unitholders or the Unitholder's designated representative with the cost basis of the Securities represented by the Unitholder's Units." (f) Section 9.2 of the Agreement is amended by deleting the fourth paragraph thereof and by adding the following paragraph in its place: "In the event that the Trust terminates on the Termination Date, the Trustee shall, not less than 30 days prior to the Termination Date, send a written notice to each Unitholder. Such notice shall allow each Unitholder of record, to elect to redeem his Units at the net asset value on the Termination Date and to receive, in partial payment of the Redemption Price per Unit, an in-kind distribution of such Unitholder's pro rata share of the Securities, to the extent of whole shares. The Trustee will honor duly executed requests for such in-kind distribution received by the close of business on the Termination Date. Redemption of the Units of Unitholders electing such in-kind distribution shall be made on the third business day following the Termination Date and shall consist of (1) such Unitholder's pro rata share of Securities (valued as of the Termination Date) to the extent of whole shares and (2) cash equal to the balance of such Unitholder's Redemption Price. Unitholders who do not effectively request an in-kind distribution shall receive their distribution upon termination in cash. The Trustee shall distribute the Unitholder's Securities to the account of the Unitholder's bank or broker-dealer at Depositary Trust Company. An in-kind distribution shall be reduced by customary transfer and registration charges incurred by the Trustee." (g) Section 9.2 of the Agreement is further amended by deleting the last paragraph thereof and by adding the following paragraph in its place: "Upon the Depositors' request, the Trustee will include in the written notice to be sent to Unitholders referred to in the fourth paragraph of this section a form of election whereby Unitholders may express interest in investing their terminating distribution in units of another series of the ▇▇▇▇▇▇▇▇▇▇, Piven, ▇▇▇▇▇ Family of Trusts (the "New Series"). The Trustee will inform the Depositors of all Unitholders who, within the time period specified in such notice, express such interest. The Depositors will provide to such Unitholders applicable sales material with respect to the New Series and a form, acceptable to the Trustee, whereby a Unitholder may appoint the Distribution Agent the Unitholder's agent to apply the Unitholder's distribution for the acquisition of a unit or units of the New Series (a "Rollover"). Such form will specify, among other things, the time by which it must be returned to the Trustee in order to be effective and the manner in which such purchase shall be made. Redemption of the Units of the Unitholders electing such Rollover shall be made by distribution to the Distribution Agent on behalf of redeeming Unitholder on a date on or prior to the Termination Date selected by the Depositors and specified in the notice (the "Rollover Date") and shall consist of (1) such Unitholder's pro rata share of Securities (valued as of the Rollover Date) and (2) cash equal to the balance of the Unitholder's Redemption Price. The Distribution Agent will dispose of such assets in accordance with the provisions of the Distribution Agency Agreement. In the event that the Depositors determine that an in-kind deposit into the New Series pursuant to Section 1.02 of the Distribution Agency Agreement will not be permitted, the Units owned by the Unitholders electing investment in a New Series will be redeemed pursuant to Section 5.2(a) and the above-described notice will include a form, acceptable to the Trustee, whereby a Unitholder may appoint the Trustee the Unitholder's agent to apply the Unitholder's cash distribution for the purchase of a unit or units of the New Series. This paragraph shall not obligate the Depositors to create any New Series or to provide any such investment election." Section 2. This Reference Trust Agreement may be amended and modified by Addendums, attached hereto, evidencing the purchase of Additional Securities which have been deposited to effect an increase over the number of Units initially specified in Part II of this Reference Trust Agreement ("Additional Closings"). The Depositors and Trustee hereby agree that their respective representations, agreements and certifications contained in the Closing Memorandum dated July 20, 1999, relating to the initial deposit of Securities continue as if such representations, agreements and certifications were made on the date of such Additional Closings and with respect to the deposits made therewith, except as such representations, agreements and certifications relate to their respective By-Laws and as to which they each represent that their has been no amendment affecting their respective abilities to perform their respective obligations under the Indenture. Part II