▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 2001-3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated July 17, 2001 between
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ INC., as Depositor, and The Chase Manhattan Bank, 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, 1993,
July 18, 1995 and December 30, 1997 (the "Basic Agreement"). Such provisions as
are incorporated by reference constitute a single instrument (the "Indenture").
WITNESSETH THAT:
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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, 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
throughout the Basic Agreement.
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C. Reference to "▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Select Equity
Trust" is replaced by "▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Select Equity Trust".
D. Section 3.01 is amended to substitute the following:
SECTION 3.01. INITIAL COST The costs of organizing
the Trust and sale of the Trust Units shall, to the extent of
the expenses reimbursable 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
liability on the part of the Depositor under this section
shall not include any fees or other expenses incurred in
connection with the administration of the Trust subsequent to
the deposit referred to in Section 2.01. Upon notification
from the Depositor that the primary offering period is
concluded, the Trustee shall withdraw from the Account or
Accounts specified in the Prospectus or, if no Account is
therein specified, 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
reflected 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 ini-
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tial preparation and typesetting of the registration
statement, prospectuses (including preliminary prospectuses),
the indenture, 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 expenses of the Trustee, and legal and other
out-of-pocket expenses related thereto, but not including the
expenses incurred in the printing of preliminary prospectuses
and prospectuses, expenses incurred in the preparation and
printing of brochures and other advertising materials and any
other selling expenses. Any cash which the Depositor has
identified as to be used for reimbursement of expenses
pursuant to this Section shall be reserved by the Trustee for
such purpose 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 redemption.
E. Reference to "▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc." is replaced by
"▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ Inc."
F. Section 2.03 is amended to add the following to the end
of the first paragraph thereof. The number of Units may be increased
through a split of the Units or decreased through a reverse split
thereof, as directed by the Depositor, which revised number of Units
shall be recorded by Trustee on its books.
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 Strategic Growth Large-Cap Portfolio 2001-3 (the "Strategic
Growth 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.
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C. The term, "Depositor" shall mean ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ Inc.
D. The aggregate number of Units referred to in Sections
2.03 and 9.01 of the Basic Agreement is 25,026 for the Strategic
Growth Trust.
E. A Unit is hereby declared initially equal to 1/25,026th
for the Strategic Growth Trust.
F. The term "In-Kind Distribution Date" shall mean
October 2, 2002.
G. The term "Record Dates" shall mean March 1, 2002 and
October 23, 2002 and such other date as the Depositor may direct.
H. The term "Distribution Dates" shall mean March 15, 2002
and on or about October 31, 2002 and such other date as the
Depositor may direct.
I. The term "Termination Date" shall mean October 23, 2002.
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 $.90 per 100 Units if the greatest number
of Units outstanding during the period is 10,000,000 or more;
$.96 per 100 Units if the greatest number of Units outstanding
during the period is between 5,000,000 and 9,999,999; and $1.00 per
100 Units if the greatest number of Units outstanding during the
period is 4,999,999 or less.
L. For a Unit Holder to receive an "in-kind" distribution
during the life of the Trust, such Unit Holder must tender at least
25,000 Units for redemption. There is no minimum amount of Units
that a Unit Holder must tender in order to receive an "in-kind"
distribution on the In-Kind Date or in connection with a rollover.
M. Paragraph (b)(ii) of Section 9.03 is amended to provide
that the period during which the Trustee shall liquidate the Trust
Securities shall not exceed 14 business days commencing on the first
business day following the In-Kind Date.
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(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.