Exhibit 99.A2
THE PAINEWEBBER EQUITY TRUST,
ABCs TRUST SERIES 5
TRUST INDENTURE AND AGREEMENT
Dated as of May 19, 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 May 19, 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 fifth 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 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 such 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 5".
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, 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 September 25, 2000, and quarterly thereafter with
respect to Income Account Distributions (the "Income Account Distribution
Dates") and shall mean December 25, 2000 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 June 30, 2001. 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
June 15, 2001.
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 for
this Series. The Sponsor represents that the price paid by any Unitholder for
Units acquired through reinvestment of Trust distributions will be reduced by
the aggregate amount of unpaid deferred sales charge at the time of such
purchase.
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 2000.
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 that shall be paid in the manner, set forth in the Prospectus.
O. The Exchange Notification Date shall be May 21, 2001.
P. The Special Redemption Date shall be May 22, 2001.
Q. The Special Liquidation Period shall be May 21, 2001 through
May 25, 2001.
R. For purposes of this Trust, the Trustee shall act as Distribution
Agent.
S. The Sponsor's Initial Costs are estimated to be $.02 per Unit.
T. The Trust may receive Supplemental Deposits and issue Additional
Units in accordance with Section 2.02(c).
U. The Trustee address for notices under Section 10.06 is:
Xxxxxxx Towers
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
V. The Trust shall be designated as an Exchange Series pursuant to
Section 5.03.
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 19th day of May, 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
ABCS TRUST SERIES 5
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, MAY 19, 2000
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
-------------- ------ --------------
Beverages (4.74%)
The Coca-Cola Company 950 $ 46,965.63
Biotechnology (4.76%)
Amgen Inc.* 770 47,114.38
Broadcast Services (4.75%)
Clear Channel Communications, Inc.* 620 47,003.75
Computers--Hardware/Software (14.27%)
Computer Associates International, Inc. 910 47,092.50
Gateway, Inc.* 940 47,235.00
Microsoft Corporation* 710 46,993.13
Containers--Paper/Plastic (4.77%)
Smurfit-Stone Container Corporation* 3,020 47,187.50
Data Processing/Management (4.78%)
Automatic Data Processing, Inc. 920 47,322.50
E-Commerce (4.71%)
Xxxxxxxxx.xxx Incorporated* 990 46,591.88
Energy (4.77%)
El Paso Energy Corporation 950 47,262.50
Fiber Optics (4.72%)
JDS Uniphase Corporation* 540 46,743.75
Financial Institutions/Banks (4.81%)
Xxxxxxx Mac 1,010 47,659.38
Insurance--Multi-Line (4.78%)
XL Capital Ltd. 910 47,320.00
Internet Software (9.61%)
America Online, Inc.* 860 47,676.22
Exodus Communications, Inc.* 620 47,468.75
THE PAINEWEBBER EQUITY TRUST
ABCS TRUST SERIES 5
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, MAY 19, 2000
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
----------------------------------------- ----------- -------------------
Oil/Gas (4.79%)
Devon Energy Corporation 810 $ 47,385.00
Printers & Related Products (4.79%)
Lexmark International Group, Inc.* 530 47,435.00
Retail--Apparel/Shoe (4.76%)
Nordstrom, Inc. 1,840 47,150.00
Satellite Broadcasting (4.75%)
General Motors Corporation--Class H* 510 46,983.75
Telecommunications (9.44%)
Nextel Communications, Inc.* 450 46,350.00
WorldCom, Inc.* 1,190 47,079.38
------------
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 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) The loss to the Sponsor on the Initial Date of Deposit was $160.
* Non-income producing security.
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.
