Exhibit 99.A2
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 26
Global Insurance Portfolio
Global Banks Portfolio
Global Utilities Portfolio
Europe Portfolio
TRUST INDENTURE AND AGREEMENT
Dated as of February 14, 2001
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 February 14, 2001
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.
WITNESSETH THAT:
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 Twenty-Sixth Growth Stock
Series of the aforesaid;
WHEREAS, the parties now desire to create four (4) different portfolios
of the aforesaid series (each, a "Trust Portfolio"), each of which shall be a
separate and distinct "Trust" or "Trust Fund" as such terms are defined in
Section 1.01 of the Standard Terms and which shall be known as and designated as
follows: "Growth Stock Series 26 Global Insurance Portfolio", "Growth Stock
Series 26 Global Banks Portfolio", "Growth Stock Series 26 Global Utilities
Portfolio" and "Growth Stock Series 26 Europe Portfolio";
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Depositor and the Trustee agree as follows:
PART I
Standard Terms and Conditions of Trust
Subject to the provisions of Part II and Part III 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.
PART II
Special Terms and Conditions of Trust
1. For Growth Stock Series 26 Global Insurance Portfolio
A. (1) The aggregate number of Units outstanding on the date
hereof for this Trust Portfolio is 100,000.
(2) The initial fractional undivided interest represented
by each Unit of this Trust Portfolio shall be 1/100,000 of such Trust Portfolio.
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 Portfolio on
the Initial Date of Deposit are set forth on Schedule A hereto.
B. The term "Record Date" shall mean December 10, 2001 and on
the Mandatory Termination Date, 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, 2001 and on the Mandatory
Termination Date with respect to Income Account Distributions (the "Income
Account Distribution Dates") and shall mean December 25, 2001 and on the
Mandatory Termination Date 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 fifty per
centum (50%) 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 May 15, 2002 .
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
May 1, 2002.
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 $0.05 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 Portfolio hereby elects to qualify as a "grantor
trust" under the Internal Revenue Code of 1986, as amended. The taxable year for
this Trust Portfolio shall end on December 31.
K. The Sponsor's Initial Costs are estimated to be $0.020 per
Unit.
L. The Trust hereby elects to make available a Reinvestment
Plan for this Trust Portfolio. The Sponsor represents that the price paid by any
Unitholder for Units acquired through reinvestment of Trust Portfolio
distributions will be reduced by the aggregate amount of unpaid deferred sales
charge at the time of such purchase.
M. Units of this Trust Portfolio shall not be held in
certificated form.
N. The Trust Portfolio may receive Supplemental Deposits and
issue Additional Units in accordance with Section 2.02(c).
O. The Units of this Trust Portfolio 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 (May)
and continuing through the thirteenth (13th) month (February) of the Trust's
15-month life, the Deferred Sales Charge per 100 Units shall be $15.00 for such
15-month period.
P. For purposes of this Trust Portfolio, the In-Kind
Distribution Amount shall be $500,000, and the Sponsor shall direct whether an
In-Kind Distribution shall be made.
2. For Growth Stock Series 26 Global Banks Portfolio
A. (1) The aggregate number of Units outstanding on the date
hereof for this Trust Portfolio is 100,000.
(2) The initial fractional undivided interest represented
by each Unit of this Trust Portfolio shall be 1/100,000 of such Trust Portfolio.
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 Portfolio on
the Initial Date of Deposit are set forth on Schedule A hereto.
B. The term "Record Date" shall mean Decemember 10, 2001 and
on the Mandatory Termination Date; 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, 2001 and on the Mandatory
Termination Date with respect to Income Account Distributions (the "Income
Account Distribution Dates") and shall mean December 25, 2001 and on the
Mandatory Termination Date 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 fifty per
centum (50%) 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 May 15, 2002.
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
May 1, 2002.
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 $0.05 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 Portfolio hereby elects to qualify as a "grantor
trust" under the Internal Revenue Code of 1986, as amended. The taxable year for
this Trust Portfolio shall end on December 31.
K. The Sponsor's Initial Costs are estimated to be $0.020 per
Unit.
L. The Trust hereby elects to make available a Reinvestment
Plan for this Trust Portfolio. The Sponsor represents that the price paid by any
Unitholder for Units acquired through reinvestment of Trust Portfolio
distributions will be reduced by the aggregate amount of unpaid deferred sales
charge at the time of such purchase.
M. Units of this Trust Portfolio shall not be held in
certificated form.
N. The Trust Portfolio may receive Supplemental Deposits and
issue Additional Units in accordance with Section 2.02(c).
O. The Units of this Trust Portfolio 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 (May)
and continuing through the thirteenth (13th) month (February) of the Trust's
15-month life, the Deferred Sales Charge per 100 Units shall be $15.00 for such
15 month period.
P. For purposes of this Trust Portfolio, the In-Kind
Distribution Amount shall be $500,000, and the Sponsor shall direct whether an
In-Kind Distribution shall be made.
3. For Growth Stock Series 26 Global Utilities Portfolio
A. (1) The aggregate number of Units outstanding on the date
hereof for this Trust Portfolio Series is 100,000.
(2) The initial fractional undivided interest represented
by each Unit of this Trust Portfolio shall be 1/100,000 of such Trust Portfolio.
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 Portfolio on
the Initial Date of Deposit are set forth on Schedule A hereto.
B. The term "Record Date" shall mean June 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, commencing June 25, 2001 and quarterly thereafter
with respect to Income Account Distributions (the "Income Account Distribution
Dates") and shall mean June 25, 2001 and quarterly thereafter 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 fifty per
centum (50%) 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 May 15, 2002.
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
May 1, 2002.
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 $0.05 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 Portfolio hereby elects to qualify as a "grantor
trust" under the Internal Revenue Code of 1986, as amended. The taxable year for
this Trust Portfolio shall end on December 31.
K. The Sponsor's Initial Costs are estimated to be $0.020 per
Unit.
L. The Trust hereby elects to make available a Reinvestment
Plan for this Trust Portfolio. The Sponsor represents that the price paid by any
Unitholder for Units acquired through reinvestment of Trust Portfolio
distributions will be reduced by the aggregate amount of unpaid deferred sales
charge at the time of such purchase.
M. Units of this Trust Portfolio shall not be held in
certificated form.
N. The Trust Portfolio may receive Supplemental Deposits and
issue Additional Units in accordance with Section 2.02(c).
O. 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 (May) and
continuing through the thirteenth (13th) month (February) of the
Trust's 15-month life, the Deferred Sales Charge per 100 Units shall be $15.00
per year for such 15- month period.
P. For purposes of this Trust Portfolio, the In-Kind
Distribution Amount shall be $500,000, and the Sponsor shall direct whether an
In-Kind Distribution shall be made.
4. For Growth Stock Series 26 Europe Portfolio
A. (1) The aggregate number of Units outstanding on the date
hereof for this Trust Portfolio is 100,000.
(2) The initial fractional undivided interest represented
by each Unit of this Trust Portfolio shall be 1/100,000 of such Trust Portfolio.
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 Portfolio on
the Initial Date of Deposit are set forth on Schedule A hereto.
B. The term "Record Date" shall mean December 10, 2001 and on
the Mandatory Termination Date; 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, 2001 and on the Mandatory
Termination Date with respect to Income Account Distributions (the "Income
Account Distribution Dates") and shall mean December 25, 2001 and on the
Mandatory Termination Date 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 fifty per
centum (50%) 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 May 15, 2002.
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
May 1, 2002.
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 $0.05 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 Portfolio hereby elects to qualify as a "grantor
trust" under the Internal Revenue Code of 1986, as amended. The taxable year for
this Trust Portfolio shall end on December 31.
K. The Sponsor's Initial Costs are estimated to be $0.020 per
Unit.
L. The Trust hereby elects to make available a Reinvestment
Plan for this Trust Portfolio. The Sponsor represents that the price paid by any
Unitholder for Units acquired through reinvestment of Trust Portfolio
distributions will be reduced by the aggregate amount of unpaid deferred sales
charge at the time of such purchase.
M. Units of this Trust Portfolio shall not be held in
certificated form.
N. The Trust Portfolio may receive Supplemental Deposits and
issue Additional Units in accordance with Section 2.02(c).
O. 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 (May) and
continuing through the thirteenth (13th) month (February) of the Trust's
15-month life, the Deferred Sales Charge per 100 Units shall be $15.00 per year
for such 15- month period.
P. For purposes of this Trust Portfolio, the In-Kind
Distribution Amount shall be $500,000, and the Sponsor shall direct whether an
In-Kind Distribution shall be made.
PART III
Common Terms and Conditions of Trust For All Trust Portfolios
1. Add a new Section 3.19: Foreign Exchange Transactions: With respect to any
non-U.S. securities, unless the security is in the form of an American
Depositary Share or Receipt, the Trustee is hereby authorized to enter into
forward currency exchange contracts in order to convert U.S. dollars into
foreign currency to provide for the purchase of such securities and the
conversion of the proceeds of any sale of such securities and the conversion of
any income with respect to such securities into U.S. dollars, all on such terms
as the Trustee shall determine, and with such dealers as the Sponsor shall from
time to time direct, which dealers may include the Trustee or affiliates of the
Trustee, and any fees incurred and any spread between the prices at which the
currencies are purchased and sold will be an expense of the Trust.
2. Add paragraph (f) to section 4.01: With respect to non-U.S. Securities, the
value of each such security shall be converted to U.S. dollars based on current
exchange rates, including the cost of a forward foreign exchange contract in the
relevant currency as quoted to the Trustee by one or more banks, including the
Trustee or an affiliate of the Trustee, unless the security is in the form of an
American Depositary Share or receipt, in which case the evaluations shall be
based upon the U.S. dollar prices in the market for American Depositary Shares
or Receipts.
3. Section 4.01.(a) of the Standard Terms is hereby amended by deleting the
existing paragraph (a) in its entirety and by inserting in replacement thereof
new paragraph (a) in its entirety as set forth below:
Section 4.01. Valuation of Securities. (a) The Trustee shall determine
separately and promptly furnish to the Sponsor upon request, the value of each
issue of Securities as of the Valuation Time on the days on which the Trust Fund
Evaluation is required pursuant to Section 5.01. The Securities which are equity
securities or securities convertible into equity securities shall be valued as
follows: (1) if the Securities are listed on one or more national exchanges, or
are traded on the Nasdaq National Market System or foreign securities exchanges,
the valuation shall be determined on the basis of the last reported sale price
on such exchange or system on that day on the exchange or system which is the
principal market therefor (deemed to be the New York Stock Exchange if the
Securities are listed thereon) (unless the Trustee deems such price
inappropriate as a basis for valuation); (2) if there is no sale price on such
exchange or system, at the mean between the closing bid and asked prices on such
exchange or system (unless the Trustee deems such price inappropriate as a basis
for valuation); (3) if the Securities are not so listed or traded, or if so
listed or traded and the principal market therefor is other than on such
exchange or system, the valuation shall be based on the closing sale price on
the over-the-counter market (unless the Trustee deems such price inappropriate
as a basis for valuation); or (4) if no such closing sale prices are available
or if available are deemed inappropriate as a basis for valuation, (a) on the
basis of current bid prices for the Securities, (b) if bid prices are not
available for any Securities, on the basis of current bid prices for comparable
securities, (c) by the Trustee's appraisal of the value of the Securities in
good faith, on the bid side of the market, (d) on the basis of a valuation
supplied by the Sponsor or (e) by any combination of the above. Neither the
Trustee nor the Sponsor shall be liable for any such valuation in good faith.
4. Section 5.01(a)(Y)(iii) is amended to add the phrase "and C&D Fees" following
"Initial Costs".
5. Section 5.02 (b)(1) is amended to add the phrase "and C&D Fees" following
"Initial Costs".
6. Section 5.02 (b) is amended to add the phrase "and C&D Fees" following
"Initial Costs".
7. Section 8.01 of the Standard Terms is hereby amended by deleting the existing
paragraph (e) in its entirety and by inserting in replacement thereof new
paragraph (e) in its entirety as set forth below:
(e)1. Subject to the provisions of subparagraphs (2) and (3) of this paragraph
8.01(e), the Trustee may employ agents, sub-custodians, attorneys, accountants,
auditors and evaluators and shall not be answerable for the default or
misconduct of any such agents, sub-custodians, attorneys, accountants, auditors
or evaluators if such agents, sub-custodians, attorneys, accountants or auditors
or evaluators shall have been selected with reasonable care provided, however,
that the Trustee will hold the Securities in such manner and shall take any
other steps possible to assure that the limitations imposed by Sections 165 and
1287 of the Internal Revenue Code (and any successor sections thereof) on
holders of registration required obligations that are not issued in registration
form will be inapplicable to the Trust. Unless otherwise directed by the
Sponsor, the accounts of the Trust Fund shall be examined not less frequently
than annually by independent certified public accountants designated from time
to time by the Sponsor, and the report of such accountants shall be furnished by
the Trustee to Unitholders upon request. So long as the Sponsor is maintaining a
secondary market for Units, the Sponsor shall bear any audit expense which
exceeds $.50 per Unit, unless the Trustee has been advised that all of such
expenses are permitted by the Commission to be deducted from the Trust Fund.
Except as otherwise specifically provided herein, the Trustee shall not be
liable in respect of any action taken or suffered under the Indenture in good
faith, in accordance with an opinion of counsel, including any action taken in
reliance upon an opinion of counsel as to whether any Securities are Restricted
Securities. The fees and expenses charged by such agents, sub-custodians,
attorneys, accountants, auditors or evaluators shall constitute an expense of
the Trustee reimbursable from the Income and Capital Accountants as set forth in
Section 3.04 hereof.
(2) The Trustee may place and maintain the Trust's Foreign Securities, cash and
cash equivalents with the overseas branch of a US domestic bank. Additionally,
the Trustee may place and maintain in the care of an Eligible Foreign Custodian
(which is employed by the Trust as a sub-custodian as contemplated by
subparagraph (1) of this paragraph 8.01(e) and which may be an affiliate or
subsidiary of the Trustee or any other entity in which the Trustee may have an
ownership interest) the Trust's Foreign Securities, cash and
cash equivalents in amounts reasonable necessary to effect the Trust's Foreign
Securities transactions, provided that:
(A) the Trustee shall have:
(i) Determined that maintaining the Trust's assets in a particular
country or countries is consistent with the best interests of the Trust
and the Unitholders;
(ii) Determined that maintaining the Trust's assets with such Eligible
Foreign Custodian is consistent with the best interests of the Trust
and the Unitholders; and
(iii) Entered into a written contract which is consistent with the best
interests of the Trust and the Unitholders and which will govern the
manner in which such Eligible Foreign Custodian will maintain the
Trust's assets and which provides that:
(a) The Trust will be adequately indemnified and its
assets adequately insured in the event of loss
(without regard to the indemnity provided by the
Trustee under subparagraph (3) of this paragraph
8.01(e);
(b) The Trust's assets will not be subject to any right,
charge, security interest, lien or claim of any kind
in favor of the Eligible Foreign Custodian or its
creditors except a claim of payment for their safe
custody or administration;
(c) Beneficial ownership for the Trust's assets will be
freely transferable without the payment of money or
value other than for safe custody or administration;
(d) Adequate records will be maintained identifying the
assets as belong to the Trust;
(e) The Trust's independent public accountants will be
given access to records identifying assets of the
Trust or confirmation of the contents of those
records; and
(f) The Trustee will receive periodic reports with
respect to safekeeping of the Trust's assets,
including, but not necessarily limited to,
notification of any transfer to or from the Trustee's
account.
(B) The Trustee shall establish a system to monitor such foreign
custody arrangements to ensure compliance with the conditions of this
subparagraph.
(C) The Trustee, at least annually, reviews and approves the continuing
maintenance of Trust assets in a particular country or countries with a
particular Eligible Foreign Custodian or particular Eligible Foreign
Custodians as consistent with the best interests of the Trust and the
Unitholders.
(D) The Trustee shall maintain and keep current written records
regarding the basis for the choice or continued use of a particular
Eligible Foreign Custodian pursuant to this subparagraph, and such
records shall be available for inspection by Unitholders and the
Commission at the Trustee's offices at all reasonable times during its
usual business hours.
(E) Where the Trustee has determined that a foreign custodian may no
longer be considered eligible under this subparagraph or that, pursuant
to subparagraph (2)(A)(ii) above, continuance of the arrangement would
not be consistent with the best interests of the Trust and the
Unitholders, the Trust must withdraw its assets from the care of that
custodian as soon as reasonably practicable, and in any event within
180 days of the date when the Trustee made the determination.
(F) As used in this subparagraph (2),
(i) "Foreign Securities" include: securities issued and sold
primarily outside the United States by a foreign government, a
national of any foreign country or a corporation or other
organization incorporated or organized under the laws of any
foreign country and securities issued or guaranteed by the
Government of the United States or by any state or any
political subdivisions thereof or by any agency thereof or by
any entity organized under the laws of he Untied Sates or of
any state thereof which have been issued and sold primarily
outside the United States.
(ii) "Eligible Foreign Custodian" means
(a) The following securities depositories and clearing
agencies which operate transnational systems of the
central handling of securities or equivalent book
entries which, by appropriate exemptive order issued
by the Commission, have been qualified as Eligible
Foreign Custodians for the Trust but only for so long
as such exemptive order continues in effect: Xxxxxx
Guaranty Trust Company of New York, Brussels, Belgium
in its capacity as operator of the Euro-Clear System
("Euro-Clear") and Central de Livraison de Valeuers
Mobilieres, S.A. ("CEDEL"); and
(b) Any other entity that shall have been qualified as an
Eligible Foreign Custodian for the Foreign Securities
of the Trust by the Commission by exemptive order,
rule or other appropriate action, commencing on such
date as it shall have been so qualified but only for
so long as such exemptive order, rule or other
appropriate action continues in effect.
(G) The determinations set forth above to be made by the
Trustee should be made only after consideration of
all matters which the Trustee, in carrying out its
fiduciary duties, finds relevant, including but not
necessarily limited to, consideration of the
following:
(i) With respect to the selection of the country where the Trust's
assets will be maintained, the Trustee should consider:
(a) Whether applicable foreign law would restrict the
access afforded the Trust's independent public
accountants to books and records kept by an Eligible
Foreign Custodian located in that country;
(b) Whether applicable foreign law would restrict the
Trust's ability to recover its assets in the event of
the bankruptcy of an Eligible Foreign Custodian
located in that country;
(c) Whether applicable foreign law would restrict the
Trust's ability to recover assets that are lost while
under the control of an Eligible Foreign Custodian
located in that country;
(d) The likelihood of expropriation, nationalization,
freezes, or confiscation of the Trust' assets; and
(e) Whether difficulties in converting the Trust's cash
and cash equivalents to U.S. dollars are reasonably
foreseeable;
(ii) With respect to the selection of an Eligible Foreign
Custodian, the Trustee should consider:
(a) The financial strength of the Eligible Foreign
Custodian, its general reputation and standing in the
country in which it is located, its ability to
provide efficiently the custodial services required
and the relative cost for those services;
(b) Whether the Eligible Foreign Custodian would provide
a level of safeguards for maintaining the Fund's
assets not materially different from that provided by
the Trustee in maintaining the Fund's securities in
the United States;
(c) Whether the Eligible Foreign Custodian has branch
offices in the United States in order to facilitate
the assertion of jurisdiction over and enforcement of
judgments against such Custodian; and
(d) In the case of an Eligible Foreign Custodian that is
a foreign securities depository, the number of
participants in, and operating history of , the
depository.
(iii) The extent of the Trust's exposure to loss because of the use
of an Eligible Foreign Custodian. The potential effect of such
exposure upon Unitholders shall be disclosed, if material, by
the Sponsor in the Prospectus relating to the Trust.
(3) The Trustee hereby agrees to indemnify and hold the Trust harmless from and
against any loss which shall occur as the result of the failure of an Eligible
Foreign Custodian holding the foreign securities of the Trust to exercise
reasonable care with respect to the safekeeping of such foreign securities to
the same extent that the Trustee is required under the Indenture to indemnify
and hold the Trust harmless, if the Trustee were holding such foreign securities
in the United States' jurisdiction whose laws govern the Indenture, provded
however, that the Trustee will not have liability for loss except by reason of
the gross negligence, bad faith or willful misconduct of the Trustee or the
Eligible Foreign Custodian
8. 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 April 25, 2001 which is 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.
9. The Trustee's address for notices under Section 10.06 of the Standard Terms
is:
Xxxxxxx Towers
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
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 14th day of February, 2001 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
GLOBAL INSURANCE PORTFOLIO SCHEDULE OF INVESTMENTS AS OF INITIAL DEPOSIT DATE,
FEBRUARY 14, 2001.
SECURITIES(1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST TO PORTFOLIO
NAME OF ISSUER SHARES IN U.S. DOLLARS(2)(3)
--------------------------------------------------- ----------- ----------------------
Diversified Financial Services (4.01%)
Fortis (NL) N.V.+ 1,310 $ 39,736.32
Insurance Brokers (8.08%)
Aon Corporation 1,080 40,078.80
Xxxxx & XxXxxxxx Companines, Inc. 350 39,928.00
Life/Health Insurance (27.95%)
AFLAC Incorporated 630 39,677.40
American General Corporation 510 39,586.20
Canada Life Financial Corporation+ 1,380 39,464.83
Manulife Financial Corporation+ 1,460 39,689.08
Nationwide Financial Services, Inc. 900 39,015.00
Prudential PLC+ 2,690 39,617.51
Sun Life Financial Services of Canada+ 1,710 39.683.80
Multi-Line Insurance (47.63%)
Allianz AG+ 110 37,974.75
American International Group, Inc. 442 39,319.20
Assicurazioni Generali S.P.A.+ 1,060 39,423.73
Assurances Generales de France (AGF)+ 610 38,832.30
Axa+ 310 39,925.49
CGNU PLC+ 2,700 39,650.58
Ergo Versicherungs Gruppe AG+ 250 37,629.53
ING Groep N.V.+ 530 39,326.21
MetLife, Inc.* 1,230 39,753.60
The Allstate Corporation 960 39,715.20
The Hartford Financial Services Group, Inc. 630 40,320.00
The St. Xxxx Companies, Inc. 810 39,706.20
Property/Casualty Insurance (8.02%)
ACE Limited 1,030 39,531.40
The Chubb Corporation 530 39,829.50
Reinsurance (4.31%)
Muenchener Rueckversicherungs-Gesellschaft AG+ 130 42,605.37
TOTAL INVESTMENTS $ 990,020.00
============
----------
(1) All Securities are represented entirely by contracts to purchase such
Securities.
(2) Valuation of the Securities by the Trustee was made on the business day
prior to the Initial Deposit Date as described in "Valuation" in Part B
of this Prospectus on the basis of closing sales prices on the relevant
exchange.
(3) The loss to the Sponsor on the Initial Deposit Date is $3,873.
* Non-income producing security.
+ Foreign Stock
SCHEDULE A TO TRUST INDENTURE
GLOBAL BANKS PORTFOLIO SCHEDULE OF INVESTMENTS AS OF INITIAL DEPOSIT DATE,
FEBRUARY 14, 2001.
SECURITIES(1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST TO PORTFOLIO
NAME OF ISSUER SHARES IN U.S. DOLLARS(2)(3)
----------------------------------------- ----------- ----------------------
Commercial Banks - Non. U.S. (17.33%)
Allied Irish Banks PLC+ 3,890 $ 42,972.91
National Australia Bank Limited++ 540 42,660.00
Nordea AB (NDA)+ 6,230 42,950.24
UniCredito Italiano S.P.A.+ 8,270 43,015.58
Diversified Financial Services (4.36%)
Citigroup Inc. 790 43,126.10
Money Center Banks (56.49%)
Banco Bilbao Vizcaya Argentaria, S.A.+ 2,730 42,875.74
Barclays PLC+ 1,290 43,144.82
BNP Paribas SA+ 480 43,305.02
Credit Suisse Group+ 220 44,301.93
Deutsche Bank AG+ 480 44,365.54
HSBC Holdings PLC+ 2,770 43,015.61
X.X. Xxxxxx Xxxxx & Co. 840 42,957.60
Royal Bank of Scotland Group PLC+ 1,810 43,150.22
San Paolo - IMI S.P.A.+ 2,700 43,050.96
Societe Generale+ 700 43,885.03
Standard Chartered PLC+ 2,770 43,046.35
The Bank of New York Company, Inc. 800 43,216.00
The Sumitomo Bank, Limited+ 4,000 38,942.80
Super-Regional Banks (21.82%)
Fifth Third Bancorp 730 43,161.25
FleetBoston Financial Corporation 1,010 42,914.90
Mellon Financial Corporation 900 43,182.00
State Street Corporation 410 43,788.00
Xxxxx Fargo & Company 860 42,991.40
TOTAL INVESTMENTS $ 990,020.00
============
----------
(1) All Securities are represented entirely by contracts to purchase such
Securities.
(2) Valuation of the Securities by the Trustee was made on the business day
prior to the Initial Deposit Date as described in "Valuation" in Part B
of this Prospectus on the basis of closing sales prices on the relevant
exchange.
(3) The loss to the Sponsor on the Initial Deposit Date is $5,832.
* Non-income producing security.
+ Foreign stock
++ These shares are U.S. dollar denominated and pay dividends in U.S.
dollars but are subject to investment risks generally facing common
stocks of foreign issuers (see "Risk Factors and Special Considerations"
in Part B.)
SCHEDULE A TO TRUST INDENTURE
GLOBAL UTILITIES PORTFOLIO SCHEDULE OF INVESTMENTS AS OF INITIAL DEPOSIT DATE,
FEBRUARY 14, 2001.
SECURITIES(1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST TO PORTFOLIO
NAME OF ISSUER SHARES IN U.S. DOLLARS(2)(3)
------------------------------------------ ----------- ----------------------
Electric-Generation (4.22%)
The AES Corporation* 730 $ 41,749.10
Electric-Integrated (62.37%)
Centrais Electricas Brasileiras S.A.+ 2,000 43,412.40
Chubu Electric Power Company, Inc.+ 2,500 41,389.50
Cinergy Corporation 1,290 41,305.80
Companhia Paranaense de Energia-Copel*+ 4,000 40,383.60
Duke Energy Corporation 1,020 41.544.60
Electricidade de Portugal, S.A. (EDP)+ 13,330 41,232.36
Energy East Corporation 2,160 41,299.20
Exelon Corporation 640 40,960.00
Pinnacle West Capital Corporation 920 41,032.00
PPL Corporation 920 41,032.00
Reliant Energy, Inc. 1,010 41,117.10
The Southern Company 1,340 40,803.00
The Tokyo Electric Power Company, Inc.+ 1,800 39,437.28
TXU Corporation 1,010 41,208.00
Xcel Energy, Inc. 1,500 41,325.00
Electric-Transmission (4.16%)
National Grid Group PLC+ 4,480 41,160.00
Gas-Distribution (4.17%)
Centrica PLC+ 11,520 41,245.06
Gas-Transportation (4.17%)
Lattice Group PLC*+ 20,010 41,258.62
Pipelines (16.76%)
El Paso Energy Corporation 580 42,073.20
Enron Corporation 510 41,386.50
Dynegy Inc. 800 41,128.00
The Xxxxxxxx Companies, Inc. 920 41,473.60
Power Conversion/Supply Equipment (4.15%)
Vestas Wind Systems A/S+ 800 41,064.08
TOTAL INVESTMENTS $ 990,020.00
============
----------
(1) All Securities are represented entirely by contracts to purchase such
Securities.
(2) Valuation of the Securities by the Trustee was made on the business day
prior to the Initial Deposit Date as described in "Valuation" in Part B of
this Prospectus on the basis of closing sales prices on the relevant
exchange.
(3) The loss to the Sponsor on the Initial Deposit Date is $4,062.
* Non-income producing security.
+ Foreign Stock.
SCHEDULE A TO TRUST INDENTURE
EUROPE PORTFOLIO SCHEDULE OF INVESTMENTS AS OF INITIAL DEPOSIT DATE, FEBRUARY
14, 2001.
SECURITIES(1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST TO PORTFOLIO
NAME OF ISSUER SHARES IN U.S. DOLLARS(2)(3)
----------------------------------------------- ----------- ----------------------
Aerospace/Defense (4.00%)
BAE Systems PLC 8,860 $ 39,563.78
Airlines (4.00%)
British Airways PLC 6,690 39,622.86
Automobile (7.99%)
Bayerische Motoren Werke (BMW) AG 1,110 39,699.48
Renault SA 800 39,401.68
Building Products (4.02%)
Lafarge SA 410 39,782.79
Computer Software & Services (8.00%)
Logica PLC 1,640 39,644.38
Software AG* 560 39,541.60
Electric (8.02%)
Electricidade de Portugal, S.A. (EDP) 12,810 39,623.89
Iberdrola SA 2,560 39,805.18
Financial Institutions/Banks (8.01%)
BNP Paribas SA 440 39,696.27
Royal Bank of Scotland Group PLC 1,660 39,574.23
Foods--Miscellaneous/Diversified (4.29%)
Nestle SA 20 42,444.04
Human Resources (3.96%)
Adecco SA 60 39,195.71
Insurance--Multi-Line (7.52%)
Riunione Adriatica di Sicurta SPA (RAS) 2,680 39,647.92
Zurich Financial Services AG 70 34,820.65
Medical & Pharmaceutical Products (4.12%)
Aventis SA 500 40,805.60
Oil/Gas (3.99%)
ENI SPA 6,050 39,544.62
Retail--Building Products (4.09%)
Castorama Xxxxxx Investissement SA 170 40,534.02
Retail--Food (4.00%)
Tesco PLC 10,500 39,612.30
Telecommunications (19.99%)
Alcatel SA 760 39,600.56
Marconi PLC 4,330 39,581.83
Telecom Italia SPA 3,490 39,582.88
Tele Danmark A/S 880 39,578.53
Vodafone Group PLC 12,450 39,607.19
Transport Services (4.00%)
Deutsche Post AG* 1,820 39,508.01
TOTAL INVESTMENTS $ 990,020.00
============
----------
(1) All Securities are represented entirely by contracts to purchase such
Securities. All securities in this portfolio are foreign stock.
(2) Valuation of the Securities by the Trustee was made on the business day
prior to the Initial Deposit Date as described in "Valuation" in Part B
of this Prospectus on the basis of closing sales prices on the relevant
exchange.
(3) The loss to the Sponsor on the Initial Deposit Date is $8,807.
* Non-income producing security.
