▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SELECT EQUITY TRUST
SELECT S&P INDUSTRIAL PORTFOLIO 2001-3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated June 11, 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:
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.
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 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-
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 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.
G. Rollover Investment by Holders of Defined Asset Funds Select S&P
Industrial Portfolio 2000 Series C and Defined Asset Funds Select S&P
Industrial Portfolio 2000 Series D
The Depositor has informed certain holders of units of
Defined Asset Funds Select S&P Industrial Portfolio 2000 Series C
and Defined Asset Funds Select S&P Industrial Portfolio 2000
Series D (each a "Defined Asset Funds Terminating Trust") that
they may elect to apply their Rollover Distribution (as such
term is defined in Amendment No. 5, dated as of June 1, 1999, to
the Defined Asset Funds Standard Terms and Conditions of Trust
dated October 21, 1993) to acquire Units of the Trust.
Accordingly, as agent for each holder who has elected
to make such acquisition, the Depositor hereby delivers to The
Chase Manhattan Bank, as Distribution Agent, the Rollover
Distribution of such holder and directs the Distribution Agent
to take the actions with respect thereto specified in Section
1.02 of the Distribution Agency Agreement treating the
Rollover Distribution as such holder's "Termination
Distribution from an Old Trust" and the Trust as the "New
Trust." The "Rollover Date" shall be the date of this
Reference Trust Indenture. The Depositor agrees to perform the
duties of the Sub-Agent specified in such Section 1.02. The
Trust shall indemnify The Chase Manhattan Bank against, and
hold it harmless from, any claim, liability, loss or expense
incurred by it, individually, as Distribution Agent and
Trustee (including, without limiting the foregoing, the costs
and expenses of defending against any such claim or liability)
arising from actions taken pursuant to the Depositor's
direction hereby given, and the provisions of Section 6.04 of
the Basic Agreement shall apply with respect to such
indemnification.
▇. ▇▇▇▇▇▇▇ Tax Information to be Supplied by Trustee.
The Trustee will maintain a record of the daily per-
Unit purchase price of each Security held in the Trust portfolio
adjusted for transactions affecting the tax basis of the Trust
Securities.
Based on the record maintained by the Trustee and
similar information prepared by ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
& ▇▇▇▇▇ Incorporated, as Agent for the Sponsors of the Defined
Asset Funds, and provided to the Trustee by the Depositor with
respect to the assets of and transactions occurring in each
preceding trust which offered a tax-free rollover directly, or
through one or more intermediate trusts, to the Trust (the
"Defined Asset Funds Historical Data") the Trustee shall, when
requested by the Depositor, provide the Depositor the
following information:
(i) for each business day of the Trust, a per-Unit
factor stating, separately, the short- and long-term gain or
loss which would be recognized on a liquidation of a Unit on
such day referenced to each potential purchase date for a Unit
of the Trust and for each preceding trust which offered a
tax-free rollover directly, or through one or more
intermeditate trusts, to the Trust; and
(ii) with respect to a Unit Holder who has received an
in-kind redemption and who provides the Trustee with the
acquisition date or dates of the redeemed Unit or Units, such
Unit Holder's tax basis in the Securities received in
connection with such redemption.
The Depositor shall make this information available to
a Unit Holder upon request.
The Trustee is authorized to adopt methods and
conventions which are designed to permit the calculation of
the specified information with reasonable accuracy and shall
have no responsibility or liability for immaterial inaccuracy
resulting from such methods and conventions. The Trustee shall
have no obligation to verify the accuracy of the Defined Asset
Funds Historical Data and the Trustee shall in no event be
liable for loss or liability (including, without limitation,
any tax liability, penalty or interest) arising from any error
or omission in the information supplied by the Trustee which
error or omission is attributable, in whole or part, to error
or omission in the Defined Asset Funds Historical Data.
The Trustee may alter the form and content of the
information provided pursuant to this paragraph as it shall
determine appropriate. The Trustee may at any time, upon prior
notice to the Holders, and shall, when directed by the
Depositor, cease to maintain and provide the information
specified in this paragraph.
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 S&P Industrial Portfolio 2001-3 (the "S&P Industrial 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 mean ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ Inc.
D. The aggregate number of Units referred to in Sections 2.03 and
9.01 of the Basic Agreement is 25,011 for the S&P Industrial Trust.
E. A Unit is hereby declared initially equal to 1/25,011 th for
the S&P Industrial Trust.
F. The term "In-Kind Distribution Date" shall mean
September 11, 2002.
G. The term "Record Dates" shall mean February 1, 2002,
May 1, 2002 and October 1, 2002 and such other date as the Depositor may
direct.
H. The term "Distribution Dates" shall mean February 15, 2002,
May 15, 2002 and on or about October 8, 2002 and such other date as the
Depositor may direct.
I. The term "Termination Date" shall mean October 1, 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 $0.90 per 100 Units if the greatest number of Units
outstanding during the period is 10,000,000 or more; $0.96 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.
(Signatures and acknowledgments on separate pages)