Exhibit 99.A2
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 24
TRUST INDENTURE AND AGREEMENT
Dated as of March 1, 2000
Incorporating
Standard Terms and Conditions of Trust
Dated as of July 1, 1998,
Between
PAINEWEBBER INCORPORATED,
as Depositor
and
INVESTORS BANK & TRUST COMPANY
as Trustee
THIS TRUST INDENTURE AND AGREEMENT dated as of March 1, 2000 between
PaineWebber Incorporated, as Depositor and Investors Bank & Trust Company, as
Trustee, which sets forth certain of its provisions in full and incorporates
other of its provisions by reference to a document entitled "Standard Terms and
Conditions of Trust" dated as of July 1, 1998, among the parties hereto
(hereinafter called the "Standard Terms"), such provisions as are set forth in
full and such provisions as are incorporated by reference constituting a single
instrument.
W I T N E S S E T H T H A T:
WHEREAS, the parties hereto have heretofore or concurrently herewith
entered into the Standard Terms in order to facilitate creation of a series of
securities issued under a unit investment trust pursuant to the provisions of
the Investment Company Act of 1940, as amended, and the laws of the State of New
York, each of which series will be composed of redeemable securities
representing undivided interests in a trust fund composed of publicly traded
common or preferred stocks issued by domestic or foreign companies, and, in
certain cases, interest-bearing United States Treasury Obligations ("Treasury
Obligations"); and
WHEREAS, the parties now desire to create the Twenty-fourth Growth Stock
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 The PaineWebber Equity Trust, which series shall be
known and designated as "The PaineWebber Equity Trust, Growth Stock Series 24".
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, 2000 and annually
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, 2000 and annually thereafter with respect
to Income Account Distributions (the "Income Account Distribution Dates") and
shall mean December 25, 2000 and annually 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 March 31, 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 March 16, 2003.
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 2000, so that the Trustee's first annual report will be furnished
to Unitholders within a reasonable period of time following calendar year 2000.
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 $0.020 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. 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 eighth (8th) month of the Trust's first year
(October) and continuing through the twelfth (12th) month of the Trust's first
year (February) and then commencing again in the eighth (8th) month of the
Trust's second year (October) and continuing through the twelfth (12th) month of
the Trust's second year (February), the Deferred Sales Charge per 100 Units
shall be $12.50 per year for such two year period.
P. 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.
Q. The Trustee's address for notices under Section 10.06 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 1st day of March, 2000 before me personally appeared Xxxxxx X.
Xxxxxx, to me known, who being by me duly sworn, said that he is a Senior Vice
President of PaineWebber Incorporated, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
---------------------------
Notary Public
SCHEDULE A TO TRUST INDENTURE
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 24
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, MARCH 1, 2000
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
-------------- ------ --------------
Cable TV (3.86%)
Comcast Corporation* (Electronic Connections to the Web -- Cable) 900 $ 38,250.00
Computers -- Hardware/Software (30.64%)
Citrix Systems, Inc.* (Software) 360 37,957.50
Electronic Data Systems Corporation (Advisors) 580 37,555.00
Gateway Inc.* (Personal Computers) 560 38,500.00
Hewlett-Packard Company (Hardware -- Printers) 290 39,005.00
International Business Machines Corporation (IBM) (Hardware --
Enterprise Hardware) 360 36,720.00
Microsoft Corporation* (Software) 430 38,431.25
Oracle Corporation* (Software) 510 37,867.50
Sun Microsystems, Inc.* (Hardware -- Enterprise Hardware) 390 37,147.50
Electronics/Semi-Conductors (3.88%)
Intel Corporation (Hardware -- Enterprise Hardware) 340 38,420.00
Internet Content (7.63%)
XxxxXxxxx.xxx, Inc.* (Software) 170 36,890.00
Network Solutions, Inc.* (Domain Names) 120 38,692.50
Internet Software (23.23%)
America Online, Inc.* (Internet Service Providers) 660 38,940.00
Digex, Inc.* (Operators of Server Farms) 230 37,260.00
Exodus Communications, Inc.* (Operators of Server Farms) 270 38,441.25
Proxicom, Inc.* (Advisors) 910 38,106.25
Scient Corporation* (Advisors) 550 38,912.50
Verio Inc.* (Operators of Server Farms) 510 38,281.24
Networking Products (3.87%)
Cisco Systems, Inc.* (Hardware -- Telecom Equipment) 290 38,334.38
Retail -- Consumer Electronics (3.88%)
Tandy Corporation (Electronic Connections to the Web -- Retailers) 1,010 38,443.13
Satellite Broadcasting (3.77%)
General Motors Corporation - Class H* (Xxxxxx Electronics) 310 37,355.00
(Electronic Connections to the Web -- Satellite)
Telecommunications (19.24%)
AT&T Corp. (Electronic Connections to the Web -- Cable) 780 38,561.25
Lucent Technologies Inc. (Hardware -- Telecom Equipment) 640 38,080.00
MCI WorldCom, Inc.* (Bandwidth Providers) 850 37,931.25
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 24
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, MARCH 1, 2000
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
-------------- ------ --------------
Nortel Networks Corporation (Hardware -- Telecom Equipment) 340 $ 37,910.00
Qwest Communications International Inc.* (Bandwith Providers) 820 38,027.50
------------
TOTAL INVESTMENTS $ 990,020.00
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(1) All stocks are represented entirely by contracts to purchase such stocks.
(2) Valuation of the stocks 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 $1.
* Non-income producing security.
