▇▇▇▇ ▇▇▇▇▇▇ SELECT EQUITY TRUST
SELECT 10 INDUSTRIAL PORTFOLIO 97-2A
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated March 17, 1997 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 incorporated by reference in their
entirety and shall be deemed to be a part of this instrument as fully and to the
same extent as though said provisions had been set forth in full in this
instrument except that the Basic Agreement is hereby amended as follows:
A. 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
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".
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
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instructions to the Trustee to purchase one or more
Additional 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
Securities within the 90-day period following the first
deposit 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:
(i) the first part of the first sentence of
Section 3.01 Initial Cost shall be amended to
substitute the following language before the phrase
"PROVIDED, HOWEVER":
"With respect to the Trust, the cost of the
preparation, printing and execution of the
Certificates, Indenture, Registration Statement
and other documents relating to the Trust,
Federal and State registration fees and costs,
the initial fees and expenses of the Trustee,
legal and auditing expenses and other
out-of-pocket organizational expenses, to the
extent not borne by the Sponsor, shall be paid
by the Trust;"
D. The third paragraph of Section 3.05 is hereby
amended to add the following sentence after the first
sentence thereof: "Depositor may direct the Trustee to
invest the proceeds of any sale of Securities not required
for the redemption of Units in eligible money market
instruments 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
deposits of smaller domestic banks may be held provided
the deposit does not exceed the insurance coverage on the
instrument (which currently is $100,000), and provided
further that the Trust's aggregate holding of certificates
of deposit or time deposits issued by the Trustee may not
exceed the insurance coverage of such obligations and U.S.
Treasury notes or bills (which shall be held until the
maturity 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
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(to the extent such interest is not used to pay Trust
expenses) 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
RETENTION 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 Depositor 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
provisions of Section 3.12 hereof, as set forth in the
prospectus for a Trust. Definitions following this
definition (9) shall be renumbered.
H. Section 3.05 is hereby amended to add the
following 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 pursuant to Section 3.12 the amount of the
Deferred Sales Charge payable on each such date as stated
in the prospectus for a Trust. Such amount shall be
withdrawn from the Principal Account from the amounts
therein designated for such purpose.
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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
following 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
prospectus for a Trust.
K. Section 3.12 shall be added as follows:
Section 3.12. Deferred Sales Charge. If the
prospectus 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 Accounts are
insufficient to make any such withdrawal, the Trustee
shall, as directed by the Depositor, either advance funds,
if so agreed to by the Trustee, in an amount equal to the
proposed withdrawal and be entitled to reimbursement 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 distributed
in kind and shall contain, if the Trustee is directed by
the Depositor to sell a Security, instructions as to
execution of such sales. If a Unit Holder redeems Units
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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
Redemption 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
Depositor's account.
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 97-2A (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 25,000 for the Select 10 Trust.
E. A Unit is hereby declared initially equal to 1/25,000th for
the Select 10 Trust.
F. The term "In-Kind Distribution Date" shall mean April 13,
1997.
G. The term "Record Dates" shall mean July 1, 1997, October 1,
1997, January 1, 1998 and May 1, 1998 and such other date as the Depositor
may direct.
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H. The term "Distribution Dates" shall mean July 15, 1997,
October 15, 1997, January 15, 1998 and on or about May 8, 1998 and such
other date as the Depositor may direct.
I. The term "Termination Date" shall mean May 1,
1998.
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 $1.00 per 100 Units.
L. 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.
M. The Indenture 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.
(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.