Exhibit 2
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 19
TRUST INDENTURE AND AGREEMENT
Dated as of March 25, 1997
Incorporating
Standard Terms and Conditions of Trust
Dated as of July 10, 1990,
Between
PAINEWEBBER INCORPORATED,
as Sponsor
and
INVESTORS BANK & TRUST COMPANY
AND
THE FIRST NATIONAL BANK OF CHICAGO,
as Co-Trustees
THIS TRUST INDENTURE AND AGREEMENT dated as of March 25,
1997 between PaineWebber Incorporated, as Sponsor and Investors Bank & Trust
Company and The First National Bank of Chicago, as Co-Trustees, 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 10, 1990, as amended, among the parties hereto
(hereinafter called the "Standard Terms and Conditions of Trust" or "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 issued by domestic companies,
or evidence thereof, and in certain cases, United States Treasury obligations
("Treasury obligations") and Restricted Securities as defined in the Standard
Terms and Conditions of Trust; and
WHEREAS, the parties now desire to create the nineteenth
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, Section 3 and Section 4 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 PaineWebber Equity Trust, which
series shall be known and designated as "The PaineWebber Equity Trust, Growth
Stock Series 19".
A. The Securities deposited pursuant to Section 2.02
are comprised of the following: (1) the Securities as set forth in Schedule A
hereto, (2) any Reinvestment Securities (hereinafter defined) which may be
deposited pursuant to paragraph L of this Section 2 and (3) additional deposits
of Securities pursuant to paragraph A of this Section 2.
In addition, Section 2.02 is hereby amended to add the
following as the third paragraph of Section 2.02 to read as follows:
"From time to time, following the Initial Date of Deposit,
the Sponsor is hereby authorized, in its discretion to cause
the Trustee to issue additional Units upon the purchase by
the Trustee of additional Securities in respect thereof. In
such cases, the Sponsor shall instruct the Trustee to create
a specified number of additional Units whereupon the Trustee
shall purchase and deposit the additional securities in
respect thereof. Such additional Securities shall be held,
managed and applied by the Trustee as herein provided. In
connection with each such request to purchase additional
Securities, the Sponsor shall also deliver to the Trustee (i)
cash, a certified check or checks, other cash or equivalents
or an irrevocable letter or letters of credit issued by a
commercial bank or banks, in each case in an amount necessary
to consummate the purchase of any such additional Securities
pursuant to any contracts entered into pursuant to this
Section or (ii) instructions to purchase such Additional
Securities, along with cash, a certified check or checks, or
other cash equivalents, an irrevocable letter or letters of
credit issued by a commercial bank or banks, in each case in
the amount based upon the price of such Additional Securities
on the date each such additional deposit occurs, multiplied
by the number of Units to be issued. All such amounts will be
based upon the price of such Additional Securities at the
Valuation Time on the date such amounts are deposited. Such
purchase and deposit of Additional Securities shall be made,
in each case, pursuant to a Supplemental Indenture executed
by the Sponsor and the Trustee. The Trustee in each case
shall ensure that each deposit of Additional Securities
pursuant to this Section shall be made so as to match as
close as is practicable the Percentage Ratios for such
Securities determined by reference to Schedule A of the Trust
Indenture for each Trust Fund and subject to adjustment as
provided in the Standard Terms and the Trust Indenture."
B. (1) The aggregate number of Units outstanding on
the Initial Date of Deposit for this Series is 100,000.
(2) The initial fractional undivided interest represented by
each Unit of this series shall initially be 1/100,000th 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.
C. The term "Record Date" shall mean June 30, 1997 and
quarterly thereafter with respect to Income Account Distributions and
shall mean December 31, 1997 and annually thereafter with respect to Capital
Account Distributions, 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.
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 20th day
following each Record Date, commencing July 20, 1997, with respect to Income
Account Distributions and shall mean January 20, 1998 and annually thereafter
with respect to Capital Account Distributions. With respect to a distribution
required by Section 2.02 (b), the Distribution Date shall be twenty days
after the Record Date with respect thereto.
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 fifty per
centum (50%) of the aggregate value of (i) the Securities originally deposited
on the date hereof pursuant to Section 2.02 and (ii) any additional Securities
subsequently deposited pursuant to Section 2.02 as amended by paragraph A of
this Section hereof.
F. The Mandatory Termination Date shall be June 30, 2000.
The date on which the Trustee shall begin to sell equity Securities in
accordance with Section 9.01 shall be June 10, 2000.
G. 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 at any time during the preceding month.
H. 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 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
$.05 per Unit outstanding.
J. Section 3.06 with regard to Portfolio Supervision
shall be amended to read as follows:
Subparagraph (e) shall be deleted and the following
text shall be inserted in its place as the current
version of paragraph (e): "that a decline in price has
occurred or such materially adverse credit factors
have occurred, that in the opinion of the Sponsor the
retention of such Securities would not be in the best
interest of the Unitholders"
K. In the event that the Sponsor directs the Trustee to
distribute Securities in lieu of a cash redemption pursuant to Section 5.02,
the Trustee shall so distribute the stocks and distribute only stocks in a
proportionate amount, rounding to avoid the delivery of fractional shares and
where such rounding is not possible by delivering Stocks and an amount equal
to the difference between the Redemption Value and the value of such Stocks
delivered (determined in accordance with Section 4.01 on the date of tender).
L. If Securities in the Trust are to be sold pursuant to
Section 3.06 or 9.01 of the Standard Terms or Section 2(M) hereof, the proceeds
of such sale may be reinvested by the Trustee, if in the opinion of the
Sponsor it is in the best interests of the Unitholders and practical to do so,
in Treasury Obligations maturing on or prior to the next succeeding distribution
date (the "Reinvestment Securities"), to the extent permitted by the Securities
and Exchange Commission. Any proceeds of sale not so reinvested in Reinvestment
Securities shall be distributed to Unitholders of record on the next
Distribution Date. Any Reinvestment Securities purchased pursuant to this
Section 2(L) shall be deposited into the Trust and shall be subject to the
terms of this Trust Indenture and the Agreement to the same extent as any
Security deposited into the Trust on the Date of Deposit and the terms
"Trust Fund" and "Securities" shall thereafter be defined as including
such Reinvestment Securities. Expenses with respect to the purchase, including
brokerage commissions, if any, of Reinvestment Securities shall be an
expense borne by the Trust.
M. The Percentage Ratios for the Trust shall be the
percentage ratios between the number of shares of each issue of stock in the
Trust deposited in the Trust on the date hereof. Such Percentage Ratios are
subject to adjustment to reflect the occurrence of (i) a stock split or a
similar event which affects the capital structure of the issuer of a stock,
(ii) a merger or reorganization, (iii) sale of any Securities from the Trust
portfolio or (iv) the purchase of Reinvestment Securities pursuant to
paragraph L of this Section hereof; such that the Percentage Ratio for each
issue shall then equal, as nearly as possible, the percentage of the aggregate
market value of each issue of Securities in the Trust as of the date immediately
preceding the date of the applicable Supplement Indenture. In addition, the
Sponsor shall pay to the Trustee for deposit into the Income Account an amount
equal to the estimated net income per Unit for the number of days from the
initial Date of Deposit through the settlement date for the additional
securities, less the aggregate amount of distributions per Unit from the
initial Date of Deposit, multiplied by the number of new Units created by the
deposit of additional Securities into the Trust Fund. Such amount shall be
paid by the Sponsor.
N. The first paragraph of Section 3.07 shall be
amended to add the following sentence to the last sentence of such paragraph
as follows: "If there is a tender offer (including an exchange offer)
for any Security, the Sponsor can direct the Trustee to accept or reject
such offer and to retain or sell any security or other property received
in connection therewith."
O. The Trustee will calculate the Trust's value, as
provided in Section 5.01 on the dates set forth in said Section 4.01 and
additionally upon termination (or the last business day prior thereto.)
The value of Treasury Obligations, if any, held in the Trust, pursuant to
Section L above, shall be determined as set forth in Section 4.01 except that
for all purposes such evaluation shall be based on the basis of bid prices
which may be obtained from an evaluation service.
P. In the event that any issuer of a Security in the
Trust issues a stock dividend in lieu of a cash dividend, such dividend shall
be sold by the Trustee, and the proceeds thereof shall be Income, as defined
in the Standard Terms, and shall be deposited into the Income Account and
distributed as of the next succeeding Income Account Distribution Date.
Q. All Units will be held in book-entry form, except
that upon request a Unitholder may receive a certificate representing
beneficial ownership of its Units.
R. The second paragraph of Section 3.05 shall be
amended as follows:
the phrase "Within a reasonable period of time
after the last day of each calendar year. . ."
shall be deleted and the following phrase shall be
substituted therefor: "Within 60 days following the
last day of each calendar year. . ."
S. The text of Section 3.13 shall be deleted and the
following text shall be inserted in its place:
"Section 3.13. Diversification Test. In the case of
a trust which has elected to qualify as a Regulated
Investment Company the Trustee shall determine the
value of the Securities in the Trust Fund as of (1)
the Friday (or the immediately preceding Business
Day if such Friday
is not a Business Day) before the last business day
of the first quarter of the Trust Fund's first
taxable year and (2) the last business day of the
first quarter of the Trust Fund's first taxable year.
For purposes of this Section 3.13 each said day and
each such day in any subsequent quarter in which
additional Securities are acquired shall except as
the context may otherwise require, be hereinafter
referred to as the "Diversification Test Date."
On each Diversification Test Date the Trustee shall
determine whether or not the aggregate fair market
value of all Securities of any one issuer valued at
greater than 5% of the total assets of the Trust
Fund exceeds 50% of the total assets of the Trust
Fund on such Diversification Test Date. In making
the necessary computations the Trustee shall compute
the fair market value of the Securities by taking
the value of the Securities in the Trust Fund,
including the amount of any accrued interest or
dividends receivable thereon, by treating as
Securities of the same issuer only those securities
whose name so dictates; by treating contracts to
purchase Securities as if the Securities subject to
such contracts had been acquired by the Trust Fund;
and by the settlement of contracts to purchase
Securities as the acquisition of Securities on their
respective settlement dates.
In the event the foregoing determination by the
Trustee states that the aggregate value of Securities
of any one issuer valued at more than 5% of the total
assets of the Trust Fund on the Friday (or the
immediately prior Business Day if such Friday is not
a Business Day) before the last Business Day in the
first quarter of the first taxable year of the Trust
Fund exceeds 50% of the total assets of the Trust
Fund on such date, as provided in Section 3.06, other
than for Government Securities, the Sponsor shall
direct the Trustee to sell all or any portion of the
Securities whose value is greater than 50% of total
assets of the Trust Fund or take such other action
as is necessary, so that the aggregate fair market
value of Securities of any one issuer with values
greater than 5% of the total assets of the Trust
Fund does not exceed 50% of the total assets of the
Trust Fund on the last Business Day of the first
quarter of the first taxable year of the Trust Fund.
On the last day of the first quarter of the first
taxable year of the Trust Fund the Trustee shall
provide a certificate satisfactory in form and
substance to the Sponsor and its counsel to the
effect that the aggregate fair market value of all
Securities of any one issuer valued at greater than
5% of the assets does not exceed 50% of the fair
market value
of the Trust's total assets on the last day of the
quarter.
In order to ensure the continued qualification of
the Trust as a Regulated Investment Company, the
Trustee shall cause a review to be performed by the
independent certified public accountants designated
by the Sponsor pursuant to Section 8.01(e) of the
Trust prior to the end of each calendar year. The
purpose of such review shall be to determine
whether the Trust is deriving at least 90% of its
gross income, from interest, dividends, and gains
from the sale or other disposition of the underlying
Trust Securities. The Trustee shall submit the
written results of such review to the Sponsor.
In the event that the foregoing review states that
less than 90% of the gross income of the Trust is
derived from interest, dividends and gains from the
sale or other disposition of the underlying Trust
Securities the Sponsor shall direct the Trustee to
sell certain of the Trust Securities pursuant to
Section 3.06 in an amount deemed necessary by the
Sponsor to maintain the status of the Trust as a
Regulated Investment Company.
In performing the duties set forth in this Section 3.13, the Trustee may
seek the advice of the independent certified public accountants designated by
the Sponsor pursuant to Section 8.01 hereof and may rely upon the advice of
such accountants.
T. For the purpose of this Trust, Section 10.03 shall
be amended so that the text below shall be added to the paragraph following
the last sentence thereof:
"The accounts of the Trust shall be audited not
less than annually be independent public
accountants selected by the Sponsor. So long as
the Sponsor is maintaining a secondary market
for Units, the Sponsor shall bear any audit
expense which exceeds $.0050 per Xxxx".
0. The Standard Terms shall be amended to permit the Trustee
to charge the Trust and to deduct from the accounts of the Trust certain fees
and expenses incurred in connection with the organization of this Trust Series
("Initial Costs"), all to the effect and in the amount set forth below.
a. Section 3.04(a) of the Standard Terms shall
hereby be amended as follows:
(1) the text of Section 3.04(a) shall
be deleted in its entirety and;
(2) the following text set forth below
shall be inserted in replacement
of such Section 3.04(a):
"deduct from the Income
Account or, to the extent
such funds are not
available in such account,
from the Capital Account,
and pay to itself
individually the amounts
that it is at the time
entitled to receive (i)
pursuant to Sections 8.01
and 8.05 on account of its
services theretofore
performed and expenses,
losses and liabilities
theretofore incurred, if
any, and (ii) in
reimbursement of advances
made, and other amounts
paid, by the Trustee in
connection with the
organization and
establishment of the Trust
in accordance with the
provisions of, and
procedures set forth in,
Section 10.02."
b. Section 10.02 of the Standard Terms shall
hereby be amended as follows:
(1) the text of Section 10.02 shall be
deleted in its entirety and;
(2) the following text set forth below
shall be inserted in replacement
of such Section 10.02:
"Section 10.02. Initial
Costs (a) The Initial
Costs incurred by the
Sponsor and the Trustee in
connection with the
organization and
establishment of the Trust
shall be paid by the
Trust, or if paid for by
the Trustee initially,
shall be reimbursed by the
Trust to the Trustee in
accordance with Section
3.04(a).
(b) Initial Costs to be charged
to the Trust
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
trust indenture and other legal documents
relating to the establishment of the Trust,
and the costs of submitting such documents
in electronic format to the SEC,
(2) SEC and state blue sky registration fees for
the initial registration of 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.
(c) Costs and expenses incurred in the marketing
and selling of Trust Units, shall not be
borne by the Trust but shall be paid for by
the Sponsor. Such costs and expenses
include but are not limited to (1) any
expenses incurred in the printing of
prospectuses (including preliminary
prospectuses), (2) 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 Initial Date of Deposit,
upon written certification to the Trustee,
the Sponsor shall receive reimbursement for
any of the Initial Costs set forth in
subsection (b) above which are payable from
the Trust but which were paid for by the
Sponsor, without profit. The Trustee shall
advance out of its own funds such
reimbursement, provided, however, that the
Trustee shall be entitled to be reimbursed
without interest out of the Trust Fund for
any and all amounts advanced by it pursuant
to this Section 10.2(d), in the manner set
forth in Section 3.04(a). Such advances
shall be considered a lien on the Trust
Fund, and the Trustee shall have a priority
over Unitholders on funds received in
respect of the Securities in the Trust, as
such funds are received.
(e) The Trustee shall reimburse itself for the
advances made pursuant to subsection (d)
above in approximately equal installments
over the life of the Trust which is anticipated
to be a three (3) year period unless the
Trust is sooner terminated, in which case
all amounts still due and owing shall be
payable to the Trustee from the assets of
the Trust.
g. The Sponsor shall bear the Initial Costs, if
any, in excess of $100,000.
Section 4. The Trust hereby elects to qualify as a Regulated Investment
Company under the Internal Revenue Code of 1986, as amended.
SCHEDULE A
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 19
SCHEDULE OF INVESTMENTS
AS OF DATE OF DEPOSIT, MARCH 25, 1997
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
-------------------------------------------- ----------- ------------------
Airlines (4.06%)
AMR Corporation*........................... 230 $19,492.50
Northwest Airlines Corporation*............ 520 19,760.00
Automobile & Trucks (2.03%)
General Motors Company..................... 340 19,677.50
Automobile Parts--Original Equipment (2.04%)
Xxxx Corporation* ......................... 560 19,740.00
Beverages (4.07%)
The Coca-Cola Company...................... 330 19,717.50
PepsiCo, Inc............................... 600 19,650.00
Building & Construction Products (2.01%)
Xxxx'x Companies, Inc. .................... 490 19,416.25
Commercial Services (2.03%)
CUC International, Inc.*................... 800 19,600.00
Computer Hardware/Software (6.01%)
Compaq Computer Corporation*............... 260 19,792.50
Microsoft Corporation*..................... 210 18,926.25
Seagate Technology, Inc.*.................. 450 19,406.25
Cosmetics & Toiletries (8.09%)
Colgate-Palmolive Company.................. 180 19,575.00
Xxxxxxxx Company........................... 250 19,343.75
Procter & Xxxxxx Company................... 160 19,740.00
Revlon, Inc.*.............................. 490 19,600.00
Electronics/Semi-Conductor (4.04%)
Intel Corporation.......................... 150 19,593.75
Motorola, Inc.............................. 340 19,507.50
Entertainment (6.75%)
Alliance Entertainment Corporation* ....... 3,990 6,483.75
The Xxxx Disney Company.................... 260 19,500.00
Time Warner, Inc........................... 440 19,745.00
Tribune Company............................ 480 19,620.00
Financial Banks (4.04%)
First Union Corporation.................... 210 19,162.50
Mellon Bank Corporation.................... 250 19,937.50
Funeral Services & Related Items (2.04%)
Service Corporation International.......... 610 19,748.75
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 19
SCHEDULE OF INVESTMENTS
AS OF DATE OF DEPOSIT, MARCH 25, 1997 (CONTINUED)
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
-------------------------------------------- ----------- ------------------
Hotels (4.03%)
Promus Hotel Corporation*.................. 580 $19,502.50
Wyndham Hotel Corporation*................. 670 19,513.75
Household Appliances (2.04%)
Sunbeam Corporation, Inc................... 600 19,725.00
Leisure & Recreational Products (2.03%)
West Marine, Inc.*......................... 560 19,670.00
Medical--Biomedical/Gene (4.13%)
Amgen, Inc.*............................... 340 20,357.50
Diacrin, Inc.*............................. 1,510 19,630.00
Medical--Hospital Management (2.03%)
Health Management Associates, Inc.* ....... 760 19,665.00
Medical Products & Instruments (6.11%)
Boston Scientific Corporation*............. 300 19,725.00
Xxxxxxx & Xxxxxxx ......................... 340 19,677.50
Medtronic, Inc............................. 320 19,680.00
Paper & Related Products (1.98%)
Xxxxxxxx-Xxxxx Corporation................. 180 19,125.00
Protection Services--Safety (2.03%)
Rural/Metro Corporation*................... 610 19,672.50
Publishing--Newspapers (4.08%)
Belo (A.H.) Corporation.................... 530 19,742.50
New York Times Company..................... 420 19,687.50
REITS--Hotel/Restaurant (2.03%)
FelCor Suite Hotels, Inc................... 550 19,593.75
REITS--Regional Malls (4.09%)
General Growth Properties ................. 640 19,760.00
Xxxxx XxXxxxxxx Group, Inc................. 620 19,762.50
Retail Apparel Stores (2.02%)
Gap, Inc................................... 560 19,530.00
Retail Food Stores (2.03%)
Xxxxxxxxx'x, Inc........................... 560 19,600.00
Retail Jewelry Stores (2.03%)
Claire's Stores, Inc....................... 1,130 19,633.75
Retail--Miscellaneous/Diversified (4.06%)
Petco Animal Supplies, Inc.*............... 870 19,575.00
Starbucks Corporation*..................... 630 19,687.50
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 19
SCHEDULE OF INVESTMENTS
AS OF DATE OF DEPOSIT, MARCH 25, 1997 (CONTINUED)
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
-------------------------------------------- ----------- ------------------
Retail--Office Supplies (4.05%)
Staples, Inc.*............................. 890 $ 19,691.25
Viking Office Products, Inc.*.............. 930 19,530.00
Retail--Restaurants (2.03%)
Planet Hollywood International, Inc.* ..... 1,050 19,687.50
Therapeutics (1.99%)
Agouron Pharmaceuticals, Inc.*............. 270 19,338.75
-----------------
TOTAL INVESTMENTS ......................... $967,500.00
------------
(1) All Securities are represented entirely by contracts to purchase
Securities.
(2) Valuation of the Securities by the Co-Trustees was made as described
in "Valuation" as of the close of business on the business day prior
to the Date of Deposit.
(3) The loss to the Sponsor on the date of deposit is $273.
* Non-income producing security.
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 25th day of March, 1997 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
FIRST NATIONAL BANK OF CHICAGO
By
------------------------------
Title
SEAL
Attest:
----------------------------------
Title
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 25th day of March, 1997 before me personally appeared ,
to me known, who being by me duly sworn, said that he is a of
First National Bank of Chicago, 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
