Exhibit 99.A2
THE PAINEWEBBER EQUITY TRUST,
ABCs TRUST SERIES 3
TRUST INDENTURE AND AGREEMENT
Dated as of August 24, 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 August 24,
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 third 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 3".
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 December 10, 1999 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 December 25, 1999, and quarterly
thereafter with respect to Income Account Distributions (the "Income Account
Distribution Dates") and shall mean December 25, 1999 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 September 29, 2000.
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
September 9, 2000.
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.
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 1999.
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 August 28, 2000.
P. The Special Redemption Date shall be August 29, 2000.
Q. The Special Liquidation Period shall be August 29, 2000.
R. For purposes of this Trust, the Trustee shall act as
Distribution Agent.
S. The Sponsor's Initial Costs are estimated to be $.006 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 24th day of August, 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
ABCS TRUST SERIES 3
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, AUGUST 24, 1999
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
------------------------------------------- ----------- -------------------
Airlines (3.23%)
Continental Airlines, Inc.*--Class B 800 $ 31,950.00
Biotechnology (3.21%)
Amgen Inc.* 380 31,801.25
Broadcast Services (3.26%)
Clear Channel Communications, Inc.* 460 32,286.25
Cable TV (3.22%)
Comcast Corporation* 910 31,850.00
Computers--Hardware/Software (3.22%)
Electronic Data Systems Corporation 550 31,865.63
Containers--Paper/Plastic (3.22%)
Smurfit-Stone Container Corporation* 1,270 31,829.36
Cosmetics & Toiletries (3.23%)
Xxx Xxxxxxxx Xxxxxxx 700 31,981.25
Diversified Manufacture Operations (3.22%)
Illinois Tool Works Inc. 400 31,925.00
Electric (3.25%)
Texas Utilities Company 780 32,126.25
Electronics/Semi-Conductor (3.18%)
Intel Corporation 380 31,516.25
Financial Institutions/Banks (6.44%)
Xxxxxxx Mac 590 31,860.00
The Bank of New York Company, Inc. 830 31,851.25
Food--Miscellaneous/Diversified (3.29%)
General Xxxxx, Inc. 390 32,589.38
Insurance--Multi-Line (6.38%)
CIGNA Corporation 340 31,301.25
The Allstate Corporation 890 31,928.75
Internet Software (6.38%)
America Online, Inc.* 320 31,426.00
Exodus Communications, Inc.* 390 31,809.38
Medical Instruments & Devices (3.27%)
Boston Scientific Corporation* 900 32,400.00
Multimedia (3.21%)
Time Warner Inc. 480 31,770.00
Non-Hazardous Waste Disposal (3.25%)
Republic Services, Inc.* 1,780 32,151.25
Office Automation & Equipment (3.24%)
Xerox Corporation 650 32,093.75
Oil/Gas (12.93%)
Anadarko Petroleum Corporation 890 32,040.00
Sunoco, Inc. 940 31,783.75
The Coastal Corporation 720 32,040.00
Unocal Corporation 760 32,110.00
THE PAINEWEBBER EQUITY TRUST
ABCS TRUST SERIES 3
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, AUGUST 24, 1999
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
--------------------------------- ----------- -------------------
Paint & Related Products (3.22%)
The Xxxxxxx-Xxxxxxxx Company 1,210 $ 31,913.75
Pharmaceutical (3.24%)
Pfizer Inc. 830 32,058.75
Retail--Apparel/Shoe (3.24%)
Nordstrom, Inc. 1,010 32,067.50
Retail--Office Supplies (3.26%)
Staples, Inc.* 1,240 32,240.00
Telecommunications (6.41%)
Lucent Technologies Inc. 490 31,972.50
MCI WorldCom, Inc.* 410 31,467.50
------------
TOTAL INVESTMENTS $ 990,006.00
============
----------
(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 is $114.
* Non-income producing security.
