Exhibit 2
(Ex. 99.A2)
UBS PAINEWEBBER PATHFINDERS TRUST,
TREASURY AND GROWTH STOCK SERIES 27
TRUST INDENTURE AND AGREEMENT
Dated as of August 27, 2002
Incorporating
Standard Terms and Conditions of Trust
Dated as of July 1, 1997,
Between
UBS PAINEWEBBER INC.
as Sponsor
and
INVESTORS BANK & TRUST COMPANY
as Trustee
THIS TRUST INDENTURE AND AGREEMENT dated as of August 27, 2002
between UBS PaineWebber Inc., as Sponsor 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, 1997 between the parties hereto
(hereinafter called the "Standard Terms and Conditions of Trust" or 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 and Conditions of Trust in order to
facilitate creation of series of securities issued under a unit investment trust
pursuant to the provisions of the Investment Company Act of 1940 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, stripped United States Treasury obligations,
or evidence thereof, and in certain cases, United States Treasury obligations
and Restricted Securities as defined in the Standard Terms and Conditions of
Trust; and
WHEREAS, the parties now desire to create the Twenty-Seventh of
the aforesaid series;
NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the Sponsor 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 and
Conditions of Trust are herein 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, except as provided below in this Section 1. Unless otherwise stated,
section references shall refer to sections in the Standard Terms and Conditions
of Trust.
Section 2. Specific Terms of this Series. The following terms
are hereby agreed to for this series of the UBS PaineWebber Pathfinders Trust,
which series shall be known and designated as "UBS PaineWebber Pathfinders
Trust, Treasury and Growth Stock Series 27".
A. The Securities deposited pursuant to Section 2.02 are set
forth in Schedule A hereto.
B. (1) The aggregate number of Units outstanding on the Initial
Date of Deposit for this Series is 1,000,000.
(2) The initial fractional undivided interest represented by
each Unit of this series shall initially be 1/1,000,000th of the Trust Fund. A
receipt representing the total number of Units outstanding on the Initial Date
of Deposit is being delivered by the Trustee to the Sponsor pursuant to Section
2.03 as amended by paragraph V. hereof.
C. The term "Record Date" shall mean December 10, 2002 and
quarterly thereafter, except 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 and except that with
respect to cash representing long-term capital gains held in the Capital Account
the Record Date shall be each December 31.
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 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.
D. The term "Distribution Date" shall mean the 15th day
following the Record Date, commencing December 25, 2002.
In the event a Special Record Date is declared, the 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.
E. The Discretionary Liquidation Amount shall be twenty per
centum (20%) of the aggregate value of (i) the Securities originally deposited
pursuant to Section 2.02 and (ii) any additional Securities deposited pursuant
to Section 2.02(c).
F. The Mandatory Termination Date shall be November 30, 2015.
The date on which the Trustee shall begin to sell equity Securities in
accordance with Section 9.01 shall be November 1, 2015.
G. The Trustee's annual compensation as referred to in Section
8.05 shall be $.0017 per Unit computed monthly based on the largest number of
Units outstanding at any time during the preceding month.
H. The Sponsor's annual compensation pursuant to Section 7.02
shall be computed as $.00035 per Unit, based on the largest number of Units
Outstanding at any time during the calendar year.
I. The balance in the Capital Account below which no
distribution need be made, as referred to in Section 3.04, is $.005 per Unit
outstanding.
J. The calendar year to be specified pursuant to Section 3.05
shall be calendar year 2002, so that the Trustee's first annual report will be
furnished to Unitholders within a reasonable period of time following calendar
year 2002.
K. The Sponsor's Initial Costs are estimated to be $.002 per
Unit.
L. The text of the introduction shall be amended by deleting the
word "and" prior to clause (x) and inserting the following text following the
term "(x)":
" the Sponsor's estimated Initial Costs amount, and (xi)"
M. The definition of "Initial Costs" as set forth below shall be
added to the definitions contained in Article I:
"Initial Costs
Shall have the meaning specified in Section
10.02(a)".
N. Section 5.01 shall be amended by deleting the text of the
clause (3) in its entirety under the term "Deduct" and inserting the following
text in its place:
"cash allocated as of a date prior to the evaluation then being
made for distribution and in accordance with the provisions of Section
10.02, the amounts allocated to the Sponsor for reimbursement of Initial
Costs; and"
O. Section 5.02 shall be amended by adding the following text to
the first sentence of the second paragraph thereof prior to the word
"Agreement":
", including, but not limited to, the expenses of the Trust as
provided in Section 8.05 and the Initial Costs as provided in Section 10.02".
P. Section 5.02 shall be amended by adding the following text to
the last sentence of the second paragraph thereof prior to the word "first":
", including, but not limited to, the expenses of the Trust as
provided in Section 8.05 and the Initial Costs as provided in Section 10.02".
Q. The text of Section 10.02 shall be deleted in its entirety
and the following text shall be inserted in its place:
"Initial Organizational and Offering Costs. (a) Subject to
reimbursement as hereinafter provided, the initial costs incurred in
connection with the organization and establishment of the Trust and the
sale of Units (the "Initial Costs") shall be paid by the Sponsor,
provided, however, that the liability on the part of the Sponsor under
this Section shall not include any fees or other expenses incurred in
connection with the administration of the Trust
subsequent to the Initial Date of Deposit. The Trustee shall pay to the
Sponsor the Sponsor's reimbursable Initial Costs in the manner set forth
in subsections 10.02(d) and 10.02(e) below; such reimbursement of Initial
Costs shall be for the account of the Unitholders of record at the
conclusion of the initial offering period and shall not be reflected in
the computation of Unit Value prior thereto.
(b) The Initial Costs paid by the Sponsor which are
reimbursable to the Sponsor in accordance with this Section include, but are not
limited to (1) the costs of the initial preparation, typesetting and execution
of the registration statement, prospectuses (including preliminary
prospectuses), the Indenture and other legal documents relating to the
establishment of the Trust, and the costs of submitting such documents in
electronic format to the Commission, (2) Commission and state Blue Sky
registration fees for the initial registration of the Trust Units, (3) the cost
of the initial audit of the Trust, (4) the legal costs incurred by the Sponsor
and the Trustee related to any and all of the foregoing, and (5) other
out-of-pocket expenses related to any and all of the foregoing, provided,
however, that if so stated in the Prospectus for a Trust Fund, such Initial
Costs shall not exceed the amount, if any, of the estimated costs per Unit set
forth in the Prospectus.
(c) Costs and expenses incurred in the marketing and
selling of the Trust Units, shall be paid for by the Sponsor but shall not be
reimbursable to the Sponsor. Such costs and expenses include but are not limited
to (1) those incurred with the printing of prospectuses (including preliminary
prospectuses), (2) those incurred in the preparation and printing of brochures
and other advertising or marketing materials, including any legal costs incurred
in the review thereof, and (3) any other selling or promotional costs or
expenses.
(d) Promptly after the conclusion of the initial
public offering period, upon written certification to the Trustee, the Sponsor
shall receive reimbursement for any of the Initial Costs set forth in subsection
(b), in the manner set forth in subsection 10.02(e) below.
(e) Upon receipt of written certification from the
Sponsor as set forth in subsection 10.02(d) the Trustee shall pay to the Sponsor
from the assets of the Trust Fund, such Initial Costs. If so directed by the
Sponsor, and upon receipt of directions to sell those Securities selected by the
Sponsor, the Trustee shall sell those Securities having a value, as determined
under Section 4.01 as of the date of such sale, sufficient for reimbursement of
Initial Costs and shall distribute the proceeds of the sale to or upon the order
of the Sponsor, but only to the extent of the Initial Costs as set forth in the
Sponsor's certification delivered in accordance with paragraph (d) above."
R. To the extent that any provision of the Standard Terms
conflicts or is inconsistent with Section 10.02 and the provisions relating
thereto, the Standard Terms shall be amended to be in substantial conformity
with such Section and provisions.
T. The definition of "Evaluation Time" as set forth in Article I
shall be amended to read as follows:
"Evaluation Time - The closing time of the regular trading
session on the New York Stock Exchange, Inc. (ordinarily 4:00 pm New York time)
or any other time as may be stated in current prospectus for this Trust, as may
be amended from time to time."
U. 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.
V. Units of this Trust shall not be held in certificated form.
Section 2.03 is deleted in its entirety and the following text shall be inserted
in its place:
"Section 2.03. Issuance of Units; Issuance of Certificates. (a) The
Trustee acknowledges that the Securities and Contract Securities listed
in Schedule A to the Trust Indenture have been deposited with the
Trustee by the Sponsor on the date of the Trust Indenture and on the
same date the Trustee has recorded on its books the ownership by the
Sponsor of the aggregate number of Units specified in the Trust
Indenture."
(b) The number of Units may be increased through a split of the Units
or decreased through a reverse split thereof, as directed in writing by the
Sponsor at any time when the Sponsor is the only beneficial holder of Units,
which revised number of Units shall be recorded by the Trustee on its books. The
Trustee shall be entitled to rely on the Sponsor's direction as certification
that no person other than the Sponsor has a beneficial interest in the Units and
the Trustee shall have no liability to any person for action taken pursuant to
such direction.
(c) The Trustee hereby agrees that on the date of any creation of
Additional Units, it shall acknowledge that the additional Securities, and/or
cash in respect thereof, have been deposited with it by recording on its books
the ownership by the Sponsor of the number of Additional Units issued in respect
of such additional Securities and/or cash.
(d) Units shall be held in uncertificated form unless the Trust
Indenture provides otherwise and the Prospectus so indicates.
W. The third paragraph of Section 10.01 is deleted in its
entirety and the following text shall be inserted in its place:
"The Trustee shall furnish written notification of the
substance of any material amendment promptly after the
execution thereof to each Unitholder then of record. Notice of
other amendments shall be included in the annual report
described in Section 3.05."
IN WITNESS WHEREOF, UBS PaineWebber Inc. 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 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.
UBS PAINEWEBBER INC.
as Depositor and Sponsor
SEAL
By _______________
Corporate Vice President
Attest:
Secretary
STATE OF NEW YORK)
:ss.:
COUNTY OF NEW YORK)
On this 27th day of August, 2002 before me personally appeared Xxxxxxxxx
Xxxxx, to me known, who being by me duly sworn, said that she is a Corporate
Vice President of UBS PaineWebber Inc., one of the corporations described in and
which executed the foregoing instrument; that 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 she signed her name thereto by like authority.
By ________________
Notary Public
INVESTORS BANK & TRUST COMPANY
SEAL
Attest:
By ___________________
Title:
SCHEDULE A
THE UBS PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 27
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, AUGUST 27, 2002
COST OF
SECURITIES
NAME OF SECURITY COUPON MATURITY VALUE MATURITY DATE TO TRUST(2)
-------------------------------- -------- ---------------- ------------------- ----------------
U.S. Treasury Interest
Payments (3) (53.70%) ......... 0% $1,000,000 November 15, 2015 $ 511,560.00
COMMON STOCKS (46.30%) (1)
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
------------------------------------------------------------ ----------- ---------------
Aerospace/Defense (1.15%)
Lockheed Xxxxxx Corporation ............................... 180 $ 10,971.00
Beverages (1.17%)
The Coca-Cola Company ..................................... 210 11,132.10
Biotechnology (1.18%)
Amgen Inc.* ............................................... 240 11,241.60
Chemicals (1.14%)
The Dow Chemical Company .................................. 360 10,836.00
Computers--Hardware/Software (4.70%)
Dell Computer Corporation* ................................ 400 11,152.00
International Business Machines Corporation (IBM) ......... 140 11,118.80
Microsoft Corporation* .................................... 220 11,462.00
Oracle Corporation* ....................................... 1,040 10,992.80
Cosmetics & Toiletries (1.14%)
The Procter & Xxxxxx Company .............................. 120 10,848.00
Data Processing/Management (1.19%)
Automatic Data Processing, Inc. ........................... 290 11,301.30
Diversified Manufacturing Operations (2.35%)
3M Co. .................................................... 90 11,452.50
General Electric Company .................................. 340 10,903.80
Electric (1.18%)
Dominion Resources, Inc. .................................. 170 11,194.50
Electronics/Semi-Conductor (1.16%)
Intel Corporation ......................................... 610 11,059.30
Financial Institutions/Banks (6.84%)
Citigroup Inc. ............................................ 310 10,664.00
Xxxxxx Mae ................................................ 140 10,753.40
Fifth Third Bancorp ....................................... 160 10,769.60
X.X. Xxxxxx Xxxxx & Co. ................................... 420 11,125.80
Washington Mutual, Inc. ................................... 290 10,846.00
Xxxxx Fargo & Company ..................................... 210 11,025.00
Insurance--Healthcare (1.14%)
UnitedHealth Group Incorporated ........................... 120 10,844.40
Insurance--Multi-Line (3.48%)
American International Group, Inc. ........................ 170 11,242.10
MetLife, Inc. ............................................. 400 11,072.00
XL Capital Ltd.--Class A .................................. 140 10,854.20
A-1
THE UBS PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 27
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, AUGUST 27, 2002
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
----------------------------------------------- ----------- ---------------
Medical Products (2.33%)
Xxxxxxx & Xxxxxxx ............................ 200 $ 11,142.00
Medtronic, Inc. .............................. 260 11,029.20
Multimedia (2.31%)
The XxXxxx-Xxxx Companies, Inc. .............. 170 10,880.00
Viacom Inc.--Class B* ........................ 270 11,105.10
Networking Products (1.16%)
Cisco Systems, Inc.* ......................... 760 11,012.40
Oil/Gas (2.28%)
Exxon Mobil Corporation ...................... 310 11,367.70
Xxxxxxxx Petroleum Company(5) ................ 200 10,398.00
Pharmaceutical (3.48%)
Merck & Co. Inc. ............................. 210 11,060.70
Pfizer Inc. .................................. 320 11,056.00
Wyeth ........................................ 250 11,040.00
Retail--Building Products (1.14%)
The Home Depot, Inc. ......................... 320 10,857.60
Retail--Discount (1.18%)
Wal-Mart Stores, Inc. ........................ 210 11,214.00
Telecommunications (2.32%)
Motorola, Inc. ............................... 850 11,050.00
Verizon Communications Inc. .................. 340 11,016.00
Tobacco (1.14%)
Xxxxxx Xxxxxx Companies Inc. ................. 230 10,943.40
Transport--Services (1.14%)
United Parcel Service, Inc.--Class B ......... 170 11,000.70
------------
Total Common Stocks ........................... $ 441,035.00
------------
Total Investments ............................. $ 952,595.00
============
----------
(1) All Securities are represented entirely by contracts to purchase
Securities.
(2) Valuation of Securities by the Trustee was made as described in
"Valuation" as of the close of business on the business day prior to the
Initial Date of Deposit. The bid side evaluation of the Treasury
Obligations on the business day prior to the Initial Date of Deposit was
$509,296.
(3) This security does not pay interest. On the maturity date thereof, the
entire maturity value becomes due and payable. Generally, a fixed yield
is earned on such security which takes into account the semi-annual
compounding of accrued interest. (See "The Trust" and "Federal Income
Taxes" herein.)
(4) The gain to the Sponsor on the Initial Date of Deposit is $110.
(5) Xxxxxxxx has signed a definitive merger agreement with Conoco Inc.
Following the receipt of final shareholder and regulatory approvals,
Xxxxxxxx shareholders will receive one share of the new ConocoPhillips
common stock for each share of Xxxxxxxx held. After the completion of the
merger, which is expected by the end of 2002, the Trust intends to hold
shares of ConocoPhillips.
* Non-income producing.
PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY PROSPECTUS FOR A
FUTURE TRUST IN THIS SERIES, THE PORTFOLIO WILL CONTAIN DIFFERENT SECURITIES
FROM THOSE DESCRIBED ABOVE.
A-2
