SCHWAB TRUSTS,
SCHWAB TEN TRUST, 2001 SERIES B
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated June 19, 2001,
among ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc., Investec Ernst & Company, as Depositors and
The Bank of New York as Trustee, sets forth certain provisions in full and
incorporates other provisions by reference to the document entitled "Schwab
Trusts, Schwab Ten Trust, 2001 Series B, and Subsequent Series, Trust Indenture
and Agreement" dated June 19, 2001, and as amended in part by this Agreement
(collectively, such documents hereinafter called the "Indenture and Agreement").
This Agreement and the Indenture, as incorporated by reference herein, will
constitute a single instrument.
WITNESSETH THAT:
WHEREAS, this Agreement is a Reference Trust Agreement as defined in
Section 1.1 of the Indenture, and shall be amended and modified from time to
time by an Addendum as defined in Section 1.1 (1) of the Indenture, such
Addendum setting forth any Additional Securities as defined in Section 1.1 (2)
of the Indenture;
WHEREAS, the Depositors wish to deposit Securities, and any Additional
Securities as listed on any Addendums hereto, into the Trust and issue Units,
and Additional Units as the case maybe, in respect thereof pursuant to Section
2.5 of the Indenture; and
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositors and the Trustee agree as follows:
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Section 1. Subject to the provisions of Part II hereof, all the
provisions contained in the Indenture 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.
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 June 19, 2001, 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 there has
been no amendment affecting their respective abilities to perform their
respective obligations under the Indenture.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
Section 1. The following special terms and conditions are hereby
agreed to:
(a) The Securities (including Contract Securities) listed in the
Prospectus relating to this series of Schwab Ten Trust (the "Prospectus") have
been deposited in the Trust under this Agreement (see "Portfolio" in Part A of
the Prospectus which for purposes of this Indenture and Agreement is the
Schedule of Securities or Schedule A).
(b) The number of Units delivered by the Trustee in exchange for the
Securities referred to in Section 2.3 is 15,001.
(c) For the purposes of the definition of Unit in item (24) of Section
1.1, the fractional undivided interest in and ownership of the Trust initially
is 1/15,001 as of the date hereof.
(d) The term Record Date shall mean the fifteenth day of December and
June commencing on December 15, 2001.
(e) The term Distribution Date shall mean the last business day of
December and June commencing on December 31, 2001.
(f) The First Settlement Date shall mean June 22, 2001.
(g) For purposes of Section 6.1(g), the liquidation amount is hereby
specified to be 40% of the aggregate value of the Securities at the completion
of the initial public offering period.
(h) For purposes of Section 6.4, the Trustee shall be paid per annum
an amount computed according to the following schedule, determined on the basis
of the number of Units outstanding as of the Record Date preceding the Record
Date on which the compensation is to be paid, provided, however, that with
respect to the period prior to the first Record Date, the Trustee's compensation
shall be computed at $.90 per 100 Units:
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rate per 100 units number of Units outstanding
$0.90 first 5,000,000 or less
$0.84 next 5,000,001 - 10,000,000
$0.78 next 10,000,001 - 20,000,000
$0.66 next 20,000,001 or more
(i) For purposes of Section 7.4, the maximum annual Depositors fee is
hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be July 22, 2002, or the earlier
disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on December 31 of each
year.
(l) For purposes of Section 3.16, the Trust will have a Deferred Sales
Charge as specified in and as permitted by the Prospectus.
IN WITNESS WHEREOF, the parties hereto have caused this Reference
Trust Agreement to be duly executed on the date first above written.
[Signatures on separate pages]
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & CO, INC.
Depositor
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Authorized Signator
STATE OF CALIFORNIA )
: ss:
COUNTY OF SAN FRANCISCO )
On this 13th day of June, 2001, before me personally appeared ▇▇▇▇
▇▇▇▇▇▇▇▇, to me known, who being by me duly sworn, said that she is an
Authorized Signator of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. the Depositor, one of the
corporations described in and which executed the foregoing instrument, and that
she signed her name thereto by authority of the Board of Directors of said
corporation.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Notary Public
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
NOTARY PUBLIC, State of New York
No. ▇▇-▇▇▇▇▇▇▇
Qualified in New York County
Commission Expires 9/26/2001
INVESTEC ERNST & COMPANY
Depositor
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Authorized Signator
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 13th day of June, 2001, before me personally appeared ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, to me known, who being by me duly sworn, said that he is an Authorized
Signator of Investec Ernst & Company, one of the corporations described in and
which executed the foregoing instrument, and that he signed his name thereto by
authority of the Board of Directors of said corporation.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Notary Public
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
NOTARY PUBLIC, State of New York
No. ▇▇-▇▇▇▇▇▇▇
Qualified in New York County
Commission Expires 9/26/2001
THE BANK OF NEW YORK
Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Vice President
(SEAL)
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 13th day of June, 2001, before me personally appeared ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ , to me known, who being by me duly sworn, said that he/she is an
Authorized Signator of The Bank of New York, one of the corporations described
in and which executed the foregoing instrument; that he/she knows the seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation and that he/she signed his/her name thereto by like authority.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Notary Public
Notary Public State of New York
No. 01RE5086077
Qualified in Queens County
Commission Expires October 6th, 2001