Exhibit 4.2
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ SELECT EQUITY TRUST
STRATEGIC GROWTH LARGE-CAP PORTFOLIO 99-2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated July 15, 1999
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 Inden-
ture 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:
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 in-
strument 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 suc-
cessor 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 ex-tent 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 De-positor, or
distribute to the Depositor Securities having a value, as
determined under Section 4.01 as of the date of distribution,
sufficient for such re-imbursement. 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 initial 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 ini-
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tial 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 adver- tising 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.
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 99-2 (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.
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 25,023 for the Strategic Growth Trust.
E. A Unit is hereby declared initially equal to 1/25,023rd for
the Strategic Growth Trust.
F. The term "In-Kind Distribution Date" shall mean September 26,
2000.
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G. The term "Record Dates" shall mean March 1, 2000, October 17,
2000 and such other date as the Depositor may direct.
H. The term "Distribution Dates" shall mean March 15, 2000 and on
or about October 24, 2000 and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean October 17, 2000.
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 $0.74 per 100 Units if the greatest number of Units
outstanding during the period is 10,000,000 or more; $0.80 per 100 Units
if the greatest number of Units out- standing during the period is
between 5,000,000 and 9,999,999; and $0.86 per 100 Units if the greatest
number of Units out-standing 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)
The Schedule of Portfolio Securities in the prospectus
included in this Registration Statement is hereby incorporated by
reference herein as Schedule A hereto.