▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ SELECT EQUITY TRUST
STRATEGIC SMALL-CAP PORTFOLIO 99-1
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated September 17,
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 successor trustee appointed as here-
inafter 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 fol-
lowing:
SECTION 3.01. INITIAL COST The costs of or-
ganizing 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 Hold-
ers, the amount of such costs not borne by Unit
Holders shall be borne by the Depositor and, PRO-
VIDED 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 Ac-
counts specified in the Prospectus or, if no Ac-
count is therein specified, from the Principal Ac-
count, 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 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 ▇▇▇▇-
bursable expenses of organizing the Trust and sale
of the Trust Units shall include the cost of the
initial preparation and typesetting of the regis-
tration statement, prospectuses (including pre-
liminary 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 Trus-
tee, and legal and other out-of-pocket expenses
related thereto, but not including the expenses
incurred in the printing of preliminary prospec-
tuses and prospectuses, expenses incurred in the
preparation and printing of brochures and other
advertising materials and any other selling ex-
penses. Any cash which the Depositor has identi-
fied 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 Small-Cap Portfolio
99-1 (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 25,293
for the Strategic Growth Trust.
E. A Unit is hereby declared initially equal to
1/25,293th for the Strategic Growth Trust.
F. The term "In-Kind Distribution Date" shall mean
November 9, 2000.
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G. The term "Record Dates" shall mean December 22,
2000.
H. The term "Distribution Dates" shall mean December 29,
2000 and such other date as the Depositor may direct.
I. The term "Termination Date" shall mean December 22,
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 $.80 per 100 Units
if the greatest number of Units outstanding during the
period is 10,000,000 or more; $.86 per 100 Units if the
greatest number of Units outstanding during the period is
between 5,000,000 and 9,999,999; and $.90 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 30
business days commencing on the first business day
following the In-Kind Date.
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(Signatures and acknowledgments on separate pages)
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The Schedule of Portfolio Securities in the prospec-
tus included in this Registration Statement is hereby incorpo-
rated by reference herein as Schedule A hereto.