Exhibit 99.A2
THE PAINEWEBBER EQUITY TRUST,
ABCs TRUST SERIES 1
TRUST INDENTURE AND AGREEMENT
Dated as of July 29, 1998
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 July 29, 1998 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 companies, and, in certain cases,
interest-bearing United States Treasury Obligations ("Treasury Obligations");
and
WHEREAS, the parties now desire to create the First ABCs Trust of the
aforesaid series;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee agrees 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 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, ABCs Trust
Series 1".
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 September 10, 1998 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 September 25, 1998, and quarterly thereafter with
respect to Income Account Distributions (the "Income Account Distribution
Dates") and shall mean December 25, 1998 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 forty per centum
(40%) of the aggregate market value of the Securities initially 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 January 28, 2000. 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
January 8, 2000.
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 $.05 per Unit outstanding.
I. 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, .
J. The Trust hereby elects to make available a Reinvestment Plan to
Unitholders.
K. Units of this Trust shall not be held in certificated form.
L. An annual report for this Trust shall be provided to Unitholders
for calendar year 1998 and for the period ending July 29, 1999.
M. 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.
N. The Units of this Trust, shall be subject to a Deferred Sales
Charge in an amount, and to be paid in the manner as set forth in the
Prospectus.
O. The Exchange Notification Dates shall be July 29, 1999 and January
27, 2000.
P. The Special Redemption Date shall be July 30, 1999 and January 28,
2000.
Q. The Special Liquidation Period shall be July 30, 1999 and January
28, 2000.
R. For purposes of this Trust, the Trustee shall act as Distribution
Agent.
S. The Sponsor's Initial Costs are estimated to be $.009 per Unit.
T. The Trust may receive Supplemental Deposits and issue Additional
Units in accordance with Section 202(c).
U. The Trustee's address for notices under Section 10.06 is:
Hencock 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 29th day of July, 1998 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,
ABCS TRUST SERIES 1
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, JULY 29, 1998
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
---------------------------------------------- ----------- ------------------
Auto/Truck Parts & Equipment (5.85%)
Xxxx Corporation* ............................ 580 $29,299.00
LucasVarity plc+ ............................. 790 28,637.50
Beverages (2.93%)
PepsiCo, Inc. ................................ 730 28,971.88
Building-Maintenance & Services (2.94%)
Ecolab Inc. .................................. 920 29,095.00
Cable TV (2.96%)
Comcast Corporation .......................... 680 29,282.50
Cosmetics & Toiletries (2.95%)
Avon Products, Inc. .......................... 340 29,218.75
Electric (2.92%)
Consolidated Edison, Inc. .................... 670 28,935.63
Electronics/Semi-Conductor (5.87%)
Rockwell International Corporation ........... 720 29,070.00
Texas Instruments Incorporated ............... 490 29,001.88
Instruments-Controls (2.95%)
Xxxxxx-Xxxxxxxx Corporation .................. 870 29,199.38
Insurance (5.91%)
Hartford Life, Inc. .......................... 380 29,141.25
EXEL Limited ................................. 520 29,347.50
Internet Software (3.00%)
America Online, Inc.* ........................ 260 29,672.50
Medical (8.83%)
Medtronic, Inc. .............................. 460 28,893.75
Xxxxxx-Xxxxxxx Company ....................... 370 29,322.50
Wellpoint Health Networks Inc.* .............. 410 29,161.25
Multimedia (2.93%)
Time Warner Inc. ............................. 320 29,020.00
National Commercial Banks (2.90%)
NationsBank Corporation ...................... 360 28,755.00
Oil/Gas (11.74%)
Consolidated Natural Gas Company ............. 570 29,141.25
Ocean Energy, Inc.* .......................... 2,060 29,097.50
Sun Company, Inc. ............................ 820 29,007.50
Unocal Corporation ........................... 880 29,150.00
Paper Products (2.99%)
Fort Xxxxx Corporation ....................... 830 29,620.63
THE PAINEWEBBER EQUITY TRUST,
ABCS TRUST SERIES 1
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, JULY 29, 1998 (CONTINUED)
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
---------------------------------------------- ----------- ------------------
Publishing-Newspapers (2.92%)
The Times Mirror Company ..................... 470 $ 28,875.63
Railroad Transportation (2.93%)
Wisconsin Central Transportation Corporation* 1,330 29,010.63
REITS-Hotel/Restaurant (2.94%)
Patriot American Hospitality, Inc. ........... 1,500 29,062.50
REITS-Mortgage (2.91%)
Indymac Mortgage Holdings, Inc. .............. 1,250 28,828.13
Retail-Apparel/Shoe (5.89%)
Nordstrom, Inc. .............................. 900 29,137.50
The Men's Wearhouse, Inc.* ................... 940 29,140.00
Retail-Food (2.96)
The Kroger Co.* .............................. 610 29,280.00
Retail-Office Supplies (2.93%)
Staples, Inc.* ............................... 900 29,025.00
Steel Producers (2.94%)
Pohang Iron & Steel Company Ltd.+ ............ 2,360 29,057.50
Telecommunications (5.91%)
Nextel Communications, Inc.* ................. 1,160 29,290.00
WorldCom, Inc.* .............................. 560 29,259.96
------------------
TOTAL INVESTMENTS ........................... $990,009.00
==================
------------
(1) All Securities are represented entirely by contracts to purchase
Securities.
(2) Valuation of the 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.
(3) The loss to the Sponsor on the Initial Date of Deposit is $1,018.
* Non-income producing security.
+ These shares are U.S. dollar denominated and pay dividends in U.S.
dollars but are subject to investment risks generally facing common
stocks of foreign issuers. (See "Risk Factors and Special
Considerations.")
