Exhibit 1
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 23
TRUST INDENTURE AND AGREEMENT
Dated as of December 7, 1999
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 December 7, 1999 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-third 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 23".
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 March 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 March 25, 2000 and quarterly thereafter with respect to
Income Account Distributions (the "Income Account Distribution Dates") and shall
mean December 31, 2000 and annually 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 January 20, 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
January 1, 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 Sponsor's Initial Costs are estimated to be $0.020 per Unit.
K. The Trust hereby elects to qualify as a Regulated Investment Company
under the Internal Revenue Code of 1986, as amended. The taxable year for this
Trust shall end on December 31.
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
(July, 2000) and continuing through the twelfth (12th) month of the Trust's
first year (November, 2000) and then commencing again in the eighth (8th) month
of the Trust's second year (July, 2001) and continuing through the twelfth
(12th) month of the Trust's second year (November, 2001), 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 7th day of December, 1999 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 23
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, DECEMBER 7, 1999
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
-------------- ------ --------------
Aerospace/Defense (1.79%)
Raytheon Company* (The Need for Speed) 610 $ 17,766.25
Airlines (3.55%)
AMR Corporation (First-Class Leisure) 290 17,671.88
Delta Air Lines, Inc. (First-Class Leisure) 340 17,446.25
Automobile (1.81%)
DaimlerChrysler AG (The Need for Speed) 260 17,875.00
Beverages--Wine/Spirits (1.76%)
LVMH (Louis Vuitton Moet Xxxxxxxx)+ (First-Class Leisure) 250 17,468.75
Broadcast Services (1.90%)
Clear Channel Communications, Inc.* (Saving Time) 220 18,810.00
Building & Construction Products (1.79%)
Masco Corporation (Comforts of Home) 730 17,702.50
Commercial Services (1.79%)
The ServiceMaster Company (Buying Time) 1,390 17,722.50
Computers--Hardware/Software (5.39%)
Gateway Inc.* (The Xxxx Wave) 250 17,781.25
International Business Machines Corporation (IBM) (The Xxxx Wave) 150 17,400.00
Microsoft Corporation* (The Xxxx Wave) 190 18,133.13
Cruise Lines (3.52%)
Carnival Corporation (First-Class Leisure) 340 17,170.00
Royal Caribbean Cruises Ltd. (First-Class Leisure) 340 17,680.00
Diversified Manufacture Operations (1.75%)
Textron, Inc. (The Need for Speed) 240 17,340.00
Financial Institutions/Banks (10.73%)
American Express Company (Investing) 110 17,462.50
Citigroup Inc. (Investing) 310 17,456.88
H&R Block, Inc. (Investing) 380 17,503.75
Xxxxxxx Xxxxx & Co., Inc. (Investing) 220 17,668.75
The Bank of New York Company, Inc. (Investing) 460 17,652.50
The Xxxxxxx Sachs Group, Inc. (Investing) 240 18,480.00
Home Furnishings (3.52%)
American Woodmark Corporation (Comforts of Home) 800 17,600.00
Ethan Xxxxx Interiors Inc. (Comforts of Home) 540 17,280.00
A-13
SCHEDULE A TO TRUST INDENTURE -- (CONTINUED)
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 23
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, DECEMBER 7, 1999
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
-------------- ------ --------------
Hotels & Motels (3.57%)
Four Seasons Hotels Inc. (First-Class Leisure) 330 $ 17,551.88
Marriott International, Inc. (First-Class Leisure) 540 17,820.00
Insurance--Multi-Line (3.65%)
AXA Financial, Inc. (Investing) 520 17,810.00
Berkshire Hathaway Inc.* (The Need for Speed) 10 18,360.00
Internet Content (5.31%)
America Online, Inc.* (Saving Time) 220 17,792.50
XxxxxxXxxx.xxx, Inc.* (Saving Time) 360 17,910.00
Yahoo! Inc.* (Saving Time) 60 16,848.75
Leisure & Recreation Products (1.78%)
Brunswick Corporation (The Need for Speed) 821 17,598.75
Medical Instruments (1.77%)
Medtronic, Inc. (The Xxxx Wave) 450 17,550.00
Motorcycle (1.79%)
Harley-Davidson, Inc. (The Need for Speed) 290 17,690.00
Multimedia (3.57%)
The Xxxx Disney Company (First-Classs Leisure) 630 17,600.63
Time Warner Inc. (The Need for Speed) 280 17,745.00
Networking Products (1.79%)
Cisco Systems, Inc.* (The Need for Speed) 180 17,685.00
Pharmaceutical (1.79%)
Schering-Plough Corporation (The Xxxx Wave) 370 17,713.75
Radio (1.80%)
Infinity Broadcasting Corporation* (Saving Time) 450 17,803.13
Recreational Vehicles (1.80%)
Polaris Industries Inc. (The Need for Speed) 460 17,796.25
Retail--Apparel/Shoe (3.60%)
Abercrombie & Fitch Co.* (Quality Time) 590 17,810.58
The Gap, Inc. (Quality Time) 410 17,809.38
Retail--Bedding (1.80%)
Bed Bath & Beyond Inc.* (Comforts of Home) 520 17,777.50
Retail--Building Products (3.53%)
Xxxx'x Companies, Inc. (Comforts of Home) 320 17,500.00
The Home Depot, Inc. (Comforts of Home) 210 17,469.38
A-14
SCHEDULE A TO TRUST INDENTURE -- (CONTINUED)
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 23
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, DECEMBER 7, 1999
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
-------------- ------ --------------
Retail--Consumer Electronics (1.82%)
Tandy Corporation (The Need for Speed) 230 $ 18,055.00
Retail--Discount (3.57%)
Costco Wholesale Corporation (Saving Time) 180 17,640.00
Wal-Mart Stores, Inc. (Saving Time) 300 17,737.50
Retail--Internet (7.04%)
Xxxxxx.xxx, Inc.* (Saving Time) 190 16,672.50
eBay, Inc.* (Saving Time) 100 17,650.00
Peapod, Inc.* (Saving Time) 1,960 17,640.00
Xxxxxxxxx.xxx Incorporated* (Saving Time) 290 17,708.13
Retail--Jewelry (1.77%)
Xxxxxxx & Co. (Quality Time) 220 17,545.00
Retail--Leisure Products (1.78%)
West Marine, Inc.* (The Need for Speed) 2,140 17,655.00
Telecommunications (7.17%)
Lucent Technologies Inc. (The Need for Speed) 220 17,668.75
MCI WorldCom, Inc.* (The Need for Speed) 220 17,366.25
Motorola, Inc. (The Need for Speed) 140 18,707.50
Nextel Communications, Inc.* (The Xxxx Wave) 160 17,260.00
TOTAL INVESTMENTS $ 990,020.00
============
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(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) The loss to the Sponsor on the Initial Date of Deposit is $215.
* 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" in Part B.)
A-15
