Exhibit 4.2
▇▇▇▇ ▇▇▇▇▇▇ SELECT EQUITY TRUST
SELECT 5 INDUSTRIAL PORTFOLIO 97-2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1997
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
and July 18, 1995 (the "Basic Agreement"). Such provisions as
are incorporated by reference constitute a single instrument (the
"Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee agree
as follows:
I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the
provisions contained in the Basic Agreement are herein incorpo-
rated by reference in their entirety and shall be deemed to be a
part of this instrument as fully and to the same extent as though
said provisions had been set forth in full in this instrument
except that the Basic Agreement is hereby amended in the follow-
ing 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 Man-
▇▇▇▇▇▇ Bank throughout the Basic Agreement.
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 5 Industrial Portfolio 97-2 (the "Select 5 Trust").
B. The publicly traded stocks listed in Schedule A
hereto are those which, subject to the terms of this Indenture,
have been or are to be deposited in trust under this Indenture.
C. The term, "Depositor" shall ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Inc.
D. The aggregate number of Units referred to in Sec-
tions 2.03 and 9.01 of the Basic Agreement is for the
Select 5 Trust.
E. A Unit is hereby declared initially equal to
1/ th for the Select 5 Trust.
F. The term "In-Kind Distribution Date" shall mean
, .
G. The term "Record Dates" shall mean , ,
, , , and , and such
other date as the Depositor may direct.
H. The term "Distribution Dates shall mean ,
, , , , and , and
such other date as the Depositor may direct.
I. The term "Termination Date" shall mean
, .
J. For purposes of this Series -- ▇▇▇▇ ▇▇▇▇▇▇ Select
Equity Trust, Select 5 Industrial Portfolio 97-2 -- the form of
Certificate set forth in this Indenture shall be appropriately
modified to reflect the title of this Series and such of the Spe-
cial Terms and Conditions of Trust set forth herein as may be
appropriate.
K. The Depositor's Annual Portfolio Supervision Fee
shall be a maximum of $0.25 per 100 Units.
L. The Trustee's Annual Fee as defined in Section 6.04
of the Indenture shall be $ per 100 Units.
M. For a Unit Holder to receive "in-kind" distribu-
tion, such Unit Holder must tender at least 2,500 Units for
redemption, either during the life of the Trust, or at its
termination.
(Signatures and acknowledgments on separate pages)