Exhibit 99.A2
UBS PAINEWEBBER EQUITY TRUST,
VALUE SELECT TEN SERIES 2002D
TRUST INDENTURE AND AGREEMENT
Dated as of October 23, 2002
Incorporating
Standard Terms and Conditions of Trust, as amended,
Dated as of July 1, 1998,
Between
UBS PAINEWEBBER INC.,
as Depositor
and
INVESTORS BANK & TRUST COMPANY
as Trustee
THIS TRUST INDENTURE AND AGREEMENT dated as of October 23, 2002 between UBS
PaineWebber Inc., 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, as amended, 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 Value Select Ten Series 2002D
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 UBS PaineWebber Equity Trust, which series shall be
known and designated as "UBS PaineWebber Equity Trust, Value Select Ten Series
2002D".
A. (1) The aggregate number of Units outstanding on the date hereof for
this Series is 1,000,000.
(2) The initial fractional undivided interest represented by each Unit
of this series shall be 1/1,000,000th 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 December 10, 2002, March 10, 2003,
June 10, 2003 and September 10, 2003; 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; the Distribution Dates with respect to Income Account Distributions
(the "Income Account Distribution Dates") shall mean December 25, 2002, March
25, 2003, June 25, 2003, September 25, 2003 and on or after the Mandatory
Termination Date, and shall mean December 25, 2002 and on or after the Mandatory
Termination Date with respect to Capital Account Distributions (the "Capital
Account Distribution Dates"). 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 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 December 31, 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 15 days
before the Mandatory Termination Date. .
F. The Trustee's annual compensation as referred to in Section 8.05 shall
be $.00170 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 $.00035 per Unit, based on the largest number of Units outstanding
in a calendar year.
The balance in the Capital Account below which no distribution need be
made, as referred to in Section 3.04, is $0.005 per Unit outstanding.
I. 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.
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 $0.0020 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. 1. Section 3.06(a) is hereby amended by deleting the text of Section
3.06(a) in its entirety and substituting the following text in its place:
"(a) The Sponsor by written notice may direct the Trustee to sell
Securities at such price and time and in such manner as shall be deemed
appropriate by the Sponsor if the Sponsor shall have determined that any
materially adverse market or credit factors have occurred that, in the opinion
of the Sponsor the retention of such Securities would not be in the best
interests of the Unitholders. In making such determination, the Sponsor shall be
entitled to consider any one or more of the following conditions or events:
(1) that there has been a failure to declare or pay anticipated
dividends or interest;
(2) that any materially adverse action or proceeding has been
instituted at law or in equity seeking to restrain or enjoin the
declaration or payment of dividends or interest on any such Securities
or that there exists any other materially adverse legal question or
impediment affecting such Securities or the declaration or payment of
dividends or interest on the same;
(3) that there has occurred any breach of covenant or warranty in
any trust indenture or other document relating to the issuer or
obligor or guarantor which might materially and adversely affect
either immediately or contingently the declaration or payment of
dividends or interest on such Securities;
(4) that there has been a default in the payment of the principal
or par or stated value of premium, if any, or income on any other
outstanding securities of the issuer or the guarantor of such
securities which might materially and adversely, either immediately or
contingently, affect the declaration or payment of dividends or
interest on the Securities;
(5) that a decline in price of the Securities has occurred;
(6) that the sale of such Securities is desirable in order to
maintain the qualification of the Trust Fund as a "Regulated
Investment Company" in the case of a trust which has elected to
qualify as such;
(7) that there has been a decrease in the Sponsor's internal
rating of the Security; or
(8) that there has been a happening of events which, in the
opinion of the Sponsor, negatively affects the economic fundamentals
of the issuer of the Security or the industry of which it is a part.
(b) The Sponsor may by written notice direct the Trustee to sell or tender
for cash Securities at such price and time and in such manner as shall be deemed
appropriate by the Sponsor if the Sponsor shall have determined that a public
tender offer has been made for a security, or a merger or acquisition has been
announced affecting a security, that in the opinion of the Sponsor, the sale or
tender of such Securities is in the best interest of the Unitholders.
2. Section 3.06 is further amended by re-lettering the existing paragraphs
(b) and (c) to become (c) and (d), respectively.
P. 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 fourth (4th) month (January, 2003) and
continuing through the thirteenth (13th) month (October, 2003) of the Trust's
15-month life, the Deferred Sales Charge per 1,000 Units shall be $15.00 for
such period.
Q. 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.
R. The Rollover Notification Date shall be October 27, 2003.
S. The Special Redemption Rollover Date shall be October 28, 2003 .
T. The Special Liquidation Period shall be October 27, 2003 through
October 31, 2003.
U. Section 5.01(a)(Y)(iii) is amended to add the phrase "and C&D Fees"
following "Initial Costs".
V. Section 5.02 (b)(1) is amended to add the phrase "and C&D Fees"
following "Initial Costs".
W. Section 5.02 (b) is amended to add the phrase "and C&D Fees"
following "Initial Costs".
X. Section 10.02 of the Standard Terms is hereby amended by adding new
subsections 10.02(f) through (i) below, to provide for the deduction and payment
of the Creation and Development Fee described in the Prospectus (the "C&D Fee"):
(f) The Sponsor shall be paid the C&D Fee in the manner described below and
the payment of the C&D Fee shall be for the account of Unitholders of record at
the conclusion of the initial public Offering Period the ("Computation Date")
and shall not be reflected in the computation of Unit Value prior thereto.
(g) The Sponsor shall submit a written certification to the Trustee stating
the Computation Date, the percentage rate of the C&D Fee set forth in the
Prospectus (the "Percentage Rate") and the total dollar amount of the C&D Fee
calculated in the manner set forth in subsection (h) immediately below (the "C&D
Certification").
(h) The Sponsor shall compute the total dollar amount of the C&D Fee by (a)
multiplying the Trust Fund's average daily net asset value per Unit during the
period from the Initial Date of Deposit through and including the Computation
Date by (b) the number of Units outstanding on the Computation Date and then (c)
multiplying that product by the Percentage Rate.
(i) Promptly after receipt of the C&D Certification, the Trustee shall pay
to the Sponsor, from the assets of the Trust Fund, the C&D Fee specified therein
or any lessor amount as may be requested by the Sponsor. 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 of the Standard Terms as of the date of such sale sufficient
for the payment of the C&D fee specified in the C&D Certification and shall
distribute the proceeds of such sale to or upon the order of the Sponsor, but
only to the extent of such C&D Fee.
Y. The Trustee's address for notices under Section 10.06 is:
Xxxxxxx Tower
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Z. This Trust shall be designated as a "Rollover Series".
IN WITNESS WHEREOF, UBS PaineWebber Inc. has caused this Trust Indenture
and Agreement to be executed by one of its Corporate 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.
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 23rd day of October, 2002 before me personally appeared Xxxxxxxxx Xxxxx
Xxxxxxx, 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.
-----------------------------------------
Notary Public
SCHEDULE A TO TRUST INDENTURE
UBS PAINEWEBBER EQUITY TRUST
VALUE SELECT TEN SERIES 2002D
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, OCTOBER 23, 2002
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
---------------------------------------------------- ----------- -------------------
Automobile (10.02%)
General Motors Corporation .................. 2,770 $ 99,166.00
Chemicals (9.95%)
E.I. du Pont de Nemours and Company ......... 2,360 98,530.00
Diversified Manufacturing Operations (20.01%)
General Electric Company .................... 3,660 99,076.20
Honeywell International Inc. ................ 4,240 99,046.40
Financial Institutions/Banks (10.00%)
X.X. Xxxxxx Xxxxx & Co. ..................... 4,970 98,952.70
Machinery--Construction & Mining (9.96%)
Caterpillar Inc. ............................ 2,360 98,600.60
Pharmaceutical (10.03%)
Merck & Co, Inc. ............................ 1,960 99,274.00
Photo Equipment & Supplies (10.03%)
Xxxxxxx Kodak Company ....................... 2,970 99,287.10
Telecommunications (10.00%)
SBC Communications Inc. ..................... 3,660 99,003.00
Tobacco (10.00%)
Xxxxxx Xxxxxx Companies Inc. ................ 2,300 99,084.00
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TOTAL INVESTMENTS ............................. $ 990,020.00
============
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(1) All Securities are represented entirely by contracts to purchase such
Securities.
(2) Valuation of the Securities 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.
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.
