Exhibit 99.A2
UBS PAINEWEBBER EQUITY TRUST,
BLUE CHIP SERIES 2001B
TRUST INDENTURE AND AGREEMENT
Dated as of August 28, 2001
Incorporating
Standard Terms and Conditions of Trust
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 August 28, 2001 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, 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 first Blue Chip 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 UBS PaineWebber Equity Trust, which series
shall be known and designated as "UBS PaineWebber Equity Trust, Blue Chip Series
2001B".
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, 2001 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; the Distribution Dates with respect to Income Account Distributions
(the "Income Account Distribution Dates") shall mean December 25, 2001 and
quarterly thereafter and on or after the Mandatory Termination Date, and shall
mean December 25, 2001, 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 September 30, 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.
H. 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 2001, so that the Trustee's first annual report will be furnished
to Unitholders within a reasonable period of time following calendar year 2001.
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 seventh (7th) month and continuing
through the twelfth (12th) month of each year of the Trust's two-year life, the
Deferred Sales Charge per 1,000 Units shall be $15.00 per year, aggregating
$30.00 per 1,000 Units for such two-year 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 August 25, 2003.
S. The Special Redemption Rollover Date shall be August 26,
2003.
T. The Special Liquidation Period shall be August 25, 2003
through August 29, 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 on August 31, 2002 and shall not be reflected in the computation of Unit
Value prior thereto.
(g) The Sponsor shall submit written certifications to the Trustee
stating the Computation Date or August 31, 2002, 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 (each, a "C&D Certification").
(h) The Sponsor shall compute 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, and on August 31,
2002, respectively, by (b) the number of Units outstanding on the Computation
Date or August 31, 2002, as applicable, and then (c) multiplying that product by
the Percentage Rate.
(i) Promptly after receipt of a 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
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 28th day of August, 2001 before me personally appeared
Xxxxxxxxx Xxxxx, 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
BLUE CHIP SERIES 2001B
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, AUGUST 28, 2001
COMMON STOCKS(1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
--------------------------------------------------- ----------- -------------------
Beverages--Non-Alcoholic (3.98%)
PepsiCo, Inc. .............................. 840 $ 39,379.20
Biotechnology (3.91%)
Amgen Inc.* ................................ 600 38,688.00
Computers--Hardware/Software (12.03%)
Dell Computer Corporation* 1,720 39,646.00
International Business Machines Corporation
(IBM) 370 39,538.20
Microsoft Corporation* ..................... 640 39,878.40
Cosmetics & Toiletries (4.04%)
The Xxxxxxx & Xxxxxx Company ............... 520 39,956.80
Diversified Manufacturing Operations (7.91%)
General Electric Company ................... 940 39,639.80
Minnesota Mining and Manufacturing
Company (3M) .............................. 350 38,692.50
Electric--Integrated (4.02%)
Duke Energy Corporation .................... 1,020 39,780.00
Financial Institutions/Banks (15.94%)
Citigroup Inc. ............................. 820 39,360.00
Xxxxxx Xxx ................................. 500 39,400.00
FleetBoston Financial Corporation .......... 1,040 39,572.00
X.X. Xxxxxx Chase & Co. .................... 960 39,456.00
Industrial Gases (4.05%)
Air Products and Chemicals, Inc. ........... 930 40,101.60
Insurance--Multi-Line (4.03%)
American International Group, Inc. ......... 520 39,910.00
Medical Devices/Instruments (4.01%)
Medtronic, Inc. ............................ 850 39,737.50
Medical Products (4.01%)
Xxxxxxx & Xxxxxxx .......................... 730 39,675.50
Multimedia (4.00%)
AOL Time Warner Inc.* ...................... 950 39,567.50
Networking Products (4.02%)
Cisco Systems, Inc.* ....................... 2,210 39,802.10
Pharmaceutical (4.01%)
Pfizer Inc. ................................ 970 39,721.50
SCHEDULE A TO TRUST INDENTURE - CONTINUED
UBS PAINEWEBBER EQUITY TRUST
BLUE CHIP SERIES 2001B
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, AUGUST 28, 2001
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
----------------------------------------- ----------- -------------------
Pipelines (7.99%)
El Paso Corporation .............. 760 $ 39,451.60
Enron Corp. ...................... 1,050 39,648.00
Reinsurance (4.00%)
Berkshire Hathaway Inc.* ......... 17 39,593.00
Retail--Building Products (4.06%)
The Home Depot, Inc. ............. 820 40,171.80
Telecommunications (3.99%)
SBC Communications Inc. .......... 950 39,653.00
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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.
* 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 SECURITIES
FROM THOSE DESCRIBED ABOVE.
