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Exhibit 1.1
SCHWAB TRUSTS,
SCHWAB TEN TRUST, 2000 SERIES C
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement (the "Agreement") dated September 19,
2000 among Charles Schwab & Co., Inc., ING Funds Distributor, Inc., as
Depositors, ING Mutual Funds Management Co. LLC, as Portfolio Supervisor 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, 2000 Series B, and Subsequent Series, Trust Indenture
and Agreement" dated May 16, 2000 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, the Portfolio Supervisor and the
Trustee 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 except that The Bank of New York shall, by executing this Reference
Trust Agreement, be deemed to be the Trustee and a party to said Indenture for
all purposes of this Trust and the following sections of the Indenture hereby
are amended as follows:
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(a) Paragraph (25) of Section 1.1 is amended to read as follows:
" "Trustee" shall mean The Bank of New York, or its successor or
any successor Trustee appointed as herein provided."
(b) The third sentence of Section 9.5 shall be amended to read as
follows:
"Any notice, demand, direction or instruction to be given to the
Trustee shall be in writing and shall be duly given if mailed or
delivered to the Trustee at 101 Barclay Street, New York, New
York 10286, or such other address as shall be specified to the
Depositor by the Trustee in writing."
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, Portfolio Supervisor and Trustee hereby agree that
their respective representations, agreements and certifications contained in the
Closing Memorandum dated September 19, 2000, 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 15,008.
(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 1/15,008 as of the date hereof.
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(d) The term Record Date shall mean the fifteenth day of December and
June commencing on December 15, 2000.
(e) The term Distribution Date shall mean the last business day of
December and June commencing on December 31, 2000.
(f) The First Settlement Date shall mean September 22, 2000.
(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:
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 portfolio
supervisory fee is hereby specified to be $.25 per 100 Units outstanding.
(j) The Termination Date shall be October 22, 2001 or the earlier
disposition of the last Security in the Trust.
(k) The fiscal year for the Trust shall end on June 30 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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CHARLES SCHWAB & CO, INC.
Depositor
By: /s/ James C. White
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Authorized Signator
STATE OF CALIFORNIA )
: ss:
COUNTY OF SAN FRANCISCO )
On this 19th day of September, 2000, before me personally appeared
James C. White, to me known, who being by me duly sworn, said that he is an
Authorized Signator of Charles Schwab & Co., Inc. the Depositor, 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/ Michael Rosella
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Notary Public
MICHAEL R. ROSELLA
NOTARY PUBLIC, State of New York
No. 31-5016879
Qualified in New York County
Commission Expires 9/26/2001
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ING FUNDS DISTRIBUTOR, INC.
Depositor
By: /s/ Peter DeMarco
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Authorized Signator
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 19th day of September, 2000, before me personally appeared
Peter J. DeMarco, to me known, who being by me duly sworn, said that he is an
Authorized Signator of ING Funds Distributor, Inc., 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/ Michael Rosella
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Notary Public
MICHAEL R. ROSELLA
NOTARY PUBLIC, State of New York
No. 31-5016879
Qualified in New York County
Commission Expires 9/26/2001
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THE BANK OF NEW YORK
Trustee
By: /s/ Steve Farlese
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Vice President
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 15th day of September, 2000, before me personally appeared
Steve Farlese , 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/ Rudolf E. Reitmann
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Notary Public
Notary Public State of New York
No. 01RE5086077
Qualified in Queens County
Commission Expires October 6th, 2001
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ING MUTUAL FUNDS MANAGEMENT CO. LLC
Portfolio Supervisor
By: /s/ Peter DeMarco
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Authorized Signator
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 19th day of September, 2000, before me personally appeared
Peter J. DeMarco, to me known, who being by me duly sworn, said that he is an
Authorized Signator of the Portfolio Supervisor, one of the entities described
in and which executed the foregoing instrument, and that he signed his name
thereto by authority of the sole member of said limited liability company.
/s/ Michael Rosella
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Notary Public
MICHAEL R. ROSELLA
NOTARY PUBLIC, State of New York
No. 31-5016879
Qualified in New York County
Commission Expires 9/26/2001
