Exhibit 99.A2
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 25
TRUST INDENTURE AND AGREEMENT
Dated as of March 23, 2000
Incorporating
Standard Terms and Conditions of Trust
Dated as of July 1, 1998,
Between
PAINEWEBBER INCORPORATED,
as Depositor
and
INVESTORS BANK & TRUST COMPANY
as Trustee
THIS TRUST INDENTURE AND AGREEMENT dated as of March 23, 2000
between PaineWebber Incorporated, as Depositor and Investors Bank & Trust
Company, as Trustee, which sets forth certain of its provisions in full and
incorporates other of its provisions by reference to a document entitled
"Standard Terms and Conditions of Trust" dated as of July 1, 1998, among the
parties hereto (hereinafter called the "Standard Terms"), such provisions as are
set forth in full and such provisions as are incorporated by reference
constituting a single instrument.
W I T N E S S E T H T H A T:
WHEREAS, the parties hereto have heretofore or concurrently
herewith entered into the Standard Terms in order to facilitate creation of a
series of securities issued under a unit investment trust pursuant to the
provisions of the Investment Company Act of 1940, as amended, and the laws of
the State of New York, each of which series will be composed of redeemable
securities representing undivided interests in a trust fund composed of publicly
traded common or preferred stocks issued by domestic or foreign companies, and,
in certain cases, interest-bearing United States Treasury Obligations ("Treasury
Obligations"); and
WHEREAS, the parties now desire to create the Twenty-fifth
Growth Stock Trust of the aforesaid series;
NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the Depositor and the Trustee agree as
follows:
Section 1. Incorporation of Standard Terms and Conditions of
Trust. Subject to the provisions of Section 2 of this Trust Indenture and
Agreement set forth below, all of the provisions of the Standard Terms are
incorporated by reference in their entirety and shall be deemed to be a part of
this instrument as fully to all intents and purposes as though said provisions
had been set forth in full in this instrument. Unless otherwise stated, section
references shall refer to sections in the Standard Terms.
Section 2. Specific Terms of this Series. The following terms
are hereby agreed to for this series of The PaineWebber Equity Trust, which
series shall be known and designated as "The PaineWebber Equity Trust, Growth
Stock Series 25".
A. (1) The aggregate number of Units outstanding on the date
hereof for this Series is 100,000.
(2) The initial fractional undivided interest represented
by each Unit of this series shall be 1/100,000th of the Trust Fund. A receipt
evidencing the ownership of this total number of Units outstanding on the date
hereof is being delivered by the Trustee to the Depositor.
(3) The Securities deposited into the Trust on the Initial
Date of Deposit are set forth on Schedule A hereto.
B. The term "Record Date" shall mean June 10, 2000 and
quarterly thereafter; provided, however, that with respect to a distribution
required by Section 2.02(b), the Record Date shall be the last business day of
the month during which the contract to purchase the Security fails.
Record Date shall also include such date or dates determined
by the Sponsor and the Trustee as necessary or desirable and in the best
interest of the Unitholders for federal or state tax purposes, or for other
purposes (hereinafter a "Special Record Date"), which date may replace a
regularly scheduled Record Date if such regularly scheduled Record Date is
within 30 days of a Special Record Date.
C. The term "Distribution Date" shall mean the 15th day
following each Record Date, commencing June 25, 2000 and quarterly thereafter
with respect to Income Account Distributions (the "Income Account Distribution
Dates") and shall mean June 25, 2000 and quarterly thereafter with respect to
Capital Account Distributions (the "Capital Account Distribution Dates"), except
that the Trustee may declare a Record Date of December 31 in any year for a
Distribution Date of January 25 of the following year, if required for
compliance with the rules and regulations governing regulated investment
companies. With respect to a distribution required by Section 2.02(b), the
Distribution Date shall be the fifteenth (15) day after the Record Date with
respect thereto.
In the event a Special Record Date is declared, "Distribution
Date" shall also include such date as is determined by the Sponsor and the
Trustee to be the Distribution Date in respect of such Special Record Date.
D. The Discretionary Liquidation Amount shall be fifty per
centum (50%) of the aggregate value of the Securities originally deposited on
the date hereof and subsequently deposited pursuant to any Supplemental
Indenture pursuant to Section 2.02.
E. The Mandatory Termination Date shall be April 30, 2003.
Unless advised to the contrary by the Sponsor, the date on which the Trustee
shall begin to sell equity Securities in accordance with Section 9.01 shall be
April 15, 2003.
F. The Trustee's annual compensation as referred to in Section
8.05 shall be $.0170 per Unit computed monthly based on the largest number of
Units outstanding during the preceding month.
G. The Sponsor's annual compensation pursuant to Section 7.02
shall be computed as $.0035 per Unit, based on the largest number of Units
outstanding in a calendar year.
H. The balance in the Capital Account below which no
distribution need be made, as referred to in Section 3.04, is $0.05 per Unit
outstanding.
I. The calendar year to be specified pursuant to Section 3.05
shall be calendar year 2000, so that the Trustee's first annual report will be
furnished to Unitholders within a reasonable period of time following calendar
year 2000.
J. The Trust hereby elects to qualify as a "grantor trust"
under the Internal Revenue Code of 1986, as amended. The taxable year for this
Trust shall end on December 31.
K. The Sponsor's Initial Costs are estimated to be $0.020 per
Unit.
L. The Trust hereby elects to make available a Reinvestment
Plan for this Series.
M. Units of this Trust shall not be held in certificated form.
N. The Trust may receive Supplemental Deposits and issue
Additional Units in accordance with Section 2.02(c).
O. The Units of this Trust shall be subject to a Deferred
Sales Charge in an amount, and that shall be paid in the manner, as set forth
below and in the Prospectus. Commencing in the eighth (8th) month of the Trust's
first year (October) and continuing through the twelfth (12th) month of the
Trust's first year (February) and then commencing again in the eighth (8th)
month of the Trust's second year (October) and continuing through the twelfth
(12th) month of the Trust's second year (February), the Deferred Sales Charge
per 100 Units shall be $12.50 per year for such two year period.
P. For purposes of this Trust, the In-Kind Distribution Amount
shall be $500,000, and the Sponsor shall direct whether an In-Kind Distribution
shall be made.
Q. The Trustee's address for notices under Section 10.06 is:
Xxxxxxx Towers
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
IN WITNESS WHEREOF, PaineWebber Incorporated has caused this
Trust Indenture and Agreement to be executed by one of its Senior Vice
Presidents and its corporate seal to be hereto affixed and attested by one of
its Assistant Secretaries, and Investors Bank & Trust Company has caused this
Trust Indenture to be executed by one of its Authorized Signatories and its
corporate seals to be hereto affixed and attested by one of its Authorized
Signatories, all as of the date first above written.
PAINEWEBBER INCORPORATED
as Depositor and Sponsor
SEAL By
---------------------------------------
Senior Vice President
Attest:
--------------------------
Secretary
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 23rd day of March, 2000 before me personally appeared
Xxxxxx X. Xxxxxx, to me known, who being by me duly sworn, said that he is a
Senior Vice President of PaineWebber Incorporated, one of the corporations
described in and which executed the foregoing instrument; that he 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 signed his name thereto by like authority.
-----------------------------
Notary Public
SCHEDULE A TO TRUST INDENTURE
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 25
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, MARCH 23, 2000
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
-------------- ------ --------------
Agricultural Operations (1.97%)
Delta and Pine Land Company (Basic Industry--Chemicals) 990 $ 19,490.63
Airlines (5.87%)
Alaska Air Group, Inc.* (Transportation--Airlines) 670 19,388.19
America West Holdings Corporation* (Transportation--Airlines) 1,300 19,581.25
Atlantic Coast Airlines Holdings, Inc.* (Transportation--Airlines) 890 19,190.63
Beverages (3.92%)
Cott Corporation* (Consumer Products--Beverages) 3,250 19,398.60
Triarc Companies Inc.* (Consumer Products--Beverages) 960 19,380.00
Broadcast Services (2.00%)
Clear Channel Communications, Inc.* (Communications--
Broadcasting) 270 19,760.63
Computers--Hardware/Software (5.90%)
Gateway Inc.* (Technology--Hardware) 310 19,433.13
Legato Systems, Inc.* (Technology--Software) 520 19,597.50
Silicon Graphics, Inc.* (Technology--Hardware) 1,610 19,420.63
Consulting Services (1.94%)
Diamond Technology Partners Incorporated*
(Technology--Computer Services) 240 19,200.00
Consumer Products--Miscellaneous (1.97%)
The Clorox Company (Consumer Products--Household Products) 560 19,460.00
Cosmetics & Toiletries (1.95%)
Xxx Xxxxxxxx Xxxxxxx (Consumer Products--Household Products) 550 19,353.13
Electric (3.93%)
CMS Energy Corporation (Utilities) 1,030 19,441.25
Energy East Corporation (Utilities) 970 19,460.63
Financial Institutions/Banks (7.80%)
Bank One Corporation (Financial Services--Banks) 710 19,170.00
Countrywide Credit Industries, Inc. (Financial Services--Consumer
Finance) 670 19,430.00
Household International, Inc. (Financial Services--Consumer
Finance) 510 19,252.50
The Chase Manhattan Corporation (Financial Services--Banks) 210 19,320.00
Foods--Miscellaneous/Diversified (5.86%)
X.X. Xxxxx Company (Consumer Products--Foods) 580 19,321.25
Xxxxxxx-Xxxxxxx Purina Group+ (Consumer Products--Foods) 730 19,390.63
The Quaker Oats Company (Consumer Products--Foods) 370 19,332.50
Insurance--Multi-Line (7.87%)
Lincoln National Corporation (Financial Services--Insurance) 670 19,513.75
SCHEDULE A TO TRUST INDENTURE - Continued
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 25
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, MARCH 23, 2000
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
-------------- ------ --------------
Oxford Health Plans, Inc.* (Health Care--Health Maintenance
Organizations) 1,310 $ 19,486.25
The Allstate Corporation (Financial Services--Insurance) 910 19,508.13
The Chubb Corporation (Financial Services--Insurance) 350 19,446.88
Internet Software (1.95%)
Verio Inc.* (Technology--Internet Infrastructure) 350 19,337.50
Medical Information Systems (1.97%)
Healtheon/WebMD Corporation* (Health Care--Health
Maintenance Organizations) 610 19,481.88
Medical Products (3.93%)
Becton, Xxxxxxxxx and Company (Health Care--Medical Devices) 630 19,490.63
X.X. Xxxx, Inc. (Health Care--Medical Devices) 480 19,440.00
Oil/Gas (9.86%)
Occidental Petroleum Corporation (Energy--International and
Domestic Oils) 1,040 19,435.00
Ocean Energy Inc.* (Energy--Exploration and Production) 1,550 19,375.00
Southwest Gas Corporation (Energy--Natural Gas) 990 19,428.75
Triton Energy Limited* (Energy--Exploration and Production) 550 19,525.00
Unocal Corporation (Energy--International and Domestic Oils) 710 19,746.88
Paint & Related Products (1.96%)
The Xxxxxxx-Xxxxxxxx Company (Basic Industry--Chemicals) 910 19,451.25
Paper & Related Products (3.90%)
Potlatch Corporation (Basic Industry--Papers) 480 19,290.00
Temple-Inland Inc. (Basic Industry--Papers) 400 19,325.00
Pharmaceutical (3.95%)
Xxx Lilly and Company (Health Care--Pharmaceuticals) 310 19,704.38
Schering-Plough Corporation (Health Care--Pharmaceuticals) 510 19,380.00
Photo Equipment & Supplies (1.98%)
Xxxxxxx Kodak Company (Technology--Electronic Imaging) 350 19,621.88
Pipelines (1.96%)
Equitable Resources, Inc. (Energy--Natural Gas) 480 19,440.00
Radio (1.94%)
Citadel Communications Corporation* (Communications--
Broadcasting) 460 19,205.00
Retail--Apparel/Shoe (1.96%)
Xxxx Stores, Inc. (Consumer Retailing--Softlines) 950 19,415.63
Retail--Major Department Store (1.96%)
X.X. Xxxxxx Company, Inc. (Consumer Retailing--Broadlines) 1,270 19,367.50
SCHEDULE A TO TRUST INDENTURE - Continued
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 25
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, MARCH 23, 2000
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
-------------- ------ --------------
Retail--Video Rental (1.96%)
Blockbuster Inc. (Consumer Retailing--Specialty) 1,850 $ 19,425.00
Retirement/Aged Care (1.96%)
Sunrise Assisted Living, Inc.* (Health Care--Health Care
Services/Facilities) 1,530 19,411.88
Satellite Broadcasting (1.95%)
Pegasus Communications Corporation* (Communications--Cable
and Satellite) 150 19,312.50
Telecommunications (5.83%)
Qwest Communications International Inc.* (Communications--
Telecommunication Services) 410 19,475.00
VoiceStream Wireless Corporation* (Communications--Wireless
Services) 140 18,996.25
WinStar Communications, Inc.* (Technology--Internet
Infrastructure) 340 19,210.00
------------
TOTAL INVESTMENTS $ 990,020.00
============
----------
(1) All stocks are represented entirely by contracts to purchase such stocks.
(2) Valuation of the stocks by the Trustee was made as described in "Valuation"
in Part B of this Prospectus as of the close of business on the business
day prior to the Initial Date of Deposit.
(3) There was no gain or loss to the Sponsor on the Initial Date of Deposit.
* Non-income producing security.
+ On Xxxxx 00, 0000 Xxxxxxx-Xxxxxxx Xxxxxx Group announced that it will spin
off Energizer Holdings Inc. All shares of Energizer Holdings Inc. received
by the Trust will be sold, and a Special Distribution will be made on April
20, 2000 to holders of record on April 6, 2000.
PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY PROSPECTUS
FOR A FUTURE TRUST IN THIS SERIES, THE PORTFOLIO WILL CONTAIN
DIFFERENT STOCKS FROM THOSE DESCRIBED ABOVE.
