Exhibit 99.(a)(2)
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DIAMONDS TRUST, SERIES 1
TRUST INDENTURE AND AGREEMENT
Dated January 13, 1998
Incorporating
Standard Terms and Conditions of Trust
for DIAMONDS TRUST, SERIES 1
and subsequent and similar
Series of the DIAMONDS TRUST
Dated as of January 1, 1998,
Effective Date
January 13, 1998
Between
PDR SERVICES CORPORATION,
As Sponsor
and
STATE STREET BANK AND TRUST COMPANY,
As Trustee
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This TRUST INDENTURE AND AGREEMENT dated January 13, 1998 (the
"Indenture"), between PDR Services Corporation, as Sponsor and State Street Bank
and 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 January 1, 1998,
between the parties hereto (hereinafter called the "Agreement;" together with
the Indenture, the "Indenture and Agreement"), such provisions are as set forth
in full and such provisions as are incorporated by reference constituting a
single instrument.
WITNESSETH that:
WHEREAS, the parties hereto have hereto for or concurrently herewith
entered into the Agreement in order to facilitate the creation of a series of
securities issued under a unit investment trust in accordance with the
provisions of the Investment Company Act of 1940 and the laws of the State of
New York, such series representing undivided interests in a trust fund composed
primarily of Securities (as defined in the Agreement) included from time to time
in the Dow Xxxxx Industrial Average (the "DJIA");
WHEREAS, the parties now desire to create the first of the aforesaid
series; and
WHEREAS, this first series of the Trust shall be designated and
known as "DIAMONDS Trust, Series 1" and shall be subject to the terms and
provisions of this Indenture and of the Agreement, incorporated herein;
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 Agreement. Subject to the provisions of
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Section 2 hereof, all of the provisions of the Agreement are herein incorporated
by reference in their entirety and shall be deemed to be a part of this
instrument as though said provisions had been set forth in full in this
instrument.
Section 2. Specific Terms of this Series. The parties hereby agree to
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the following terms for the DIAMONDS Trust, Series 1:
A. The securities portion of the Initial Portfolio Deposit deposited on
the date hereof pursuant to Section 2.02 of the Agreement is comprised of the
securities set forth in Schedule A hereto.
B. The number of Initial Portfolio Deposits received by the Trust as of
the date of this Indenture is ten (10).
C. The Dividend Equivalent Payment made in connection with each Initial
Portfolio Deposit on the date hereof is $0.00
D. (1) The aggregate number of Creation Units outstanding on the
Initial Date of Deposit for this series is ten (10).
(2) The initial fractional undivided interest represented by each
Creation Unit of the Trust shall be 1/10th.
(3) The number of DIAMONDS which, when aggregated, constitute one
Creation Unit, is 50,000.
E. The Mandatory Termination Date for the Trust shall be (1) one
hundred twenty-five years from the date the Trust is declared effective under
the Securities Act of 1933, which is January 14, 2123 or (2) the date twenty
(20) years after the death of the last survivor of the fifteen (15) persons
named below under the List of Measuring Lives, whichever occurs first:
List of Measuring Lives
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Name Address Date of Birth
Lauren Xxxxxxx Xxxxx 0 Xxxxxxxx Xxxxx 00/0/00
Xxxxxxxx, XX 00000
Xxxxx Xxxxxx Angel 936 North Livinstonft 10/23/96
Xxxxxxxxx, XX 00000
Xxxxxxxx Xxxxxxx Xxxxxx 00 Xxxxxxxxx Xxxx 0/0/00
Xxxxx Xxxxx, XX 00000
Xxxxx Xxxxxxxx Xxxxx 00 Xxxx Xxxx Xxxx 0/0/00
Xxxxxx Xxxxxx, XX 00000
Xxxxxx Xxxxxx Xxxxxx 000 Xxxxxx Xxxxxx 0/0/00
Xxx. X000
Xxx Xxxx, XX 00000
Xxxxx Xxxxxxxx 00 Xxxxxxx Xxxxxx 0/0/00
Xxx. 00X
Xxxxxxxxx Xxxxxx, XX 00000
Xxxxxx Xxxxx Xxxxxxxx 000 Xxxxx 00xx Xxxxxx 5/14/95
Apt. 5k
Xxxxxxx, XX 00000
Xxxxxx Xxxxxxx Xxxx 00 Xxxxxxx Xxxxx 0/00/00
Xxxx Xxxxx, XX 00000
Xxxxxx X. Xxxxxx 0 Xxxxxxxx Xxxxxx 0/00/00
Xxxxxxxxxx, XX 00000
Chloe Xxxxxxxxx Xxxxxx 000 Xxxxxx Xxxxxx 0/00/00
Xxx. X000
Xxx Xxxx, XX 00000
Samantha Xxxxxxxxx 0000 Xxxx 0xx Xx. 00/0/00
Xxxxx Xxxxxxxx, XX 00000
Xxxxx Xxxxxx Xxxxxxx 00 Xxxxxxxxx Xxxxxx 00/00/00
Xxxxxxxx, XX 00000
Jhordan Xxxxxxx Xxxxxx 00-00 Xxxxxxx Xxxx. 0/00/00
Xxx. 0X
Xxx Xxxxxxxx, XX 00000
Lily Xxxxxx Xxxxx 000 Xxxx 00xx Xxxxxx 0/0/00
Xxx. 00X
Xxx Xxxx, XX 00000
Ariana Xxxxxx Xxxxxxx 00 Xxxx Xxxxxx 0/00/00
Xxx. 0X
Xxx Xxxx, XX 00000
F. The initial Date of Deposit of this Series of the Trust is the
date hereof.
G. The Trust's taxable year shall be the calendar year ending each
October 31.
H. This Indenture may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, PDR Services Corporation has caused this Indenture to
be executed by one of its Authorized Signatories and attested by its Secretary
or one of its Assistant Secretaries, and State Street Bank and Trust Company has
caused this Indenture to be executed by one of its Authorized Signatories and
attested by one of its Authorized Signatories, all as of the date first above
written.
PDR SERVICES CORPORATION
Attest: By ________________________
Authorized Signatory
________________________
Secretary
STATE STREET BANK
AND TRUST COMPANY
BY _________________________
Authorized Signatory
Attest:
__________________________
Authorized Signatory
STATE OF NEW YORK )
:ss:
COUNTY OF NEW YORK )
On this 13th day of January, 1998, before me personally appeared
Xxxxxx Xxxxxxxxxx, to me known, who, being by me duly sworn, did depose and say
that he is an Authorized Signatory of PDR Services Corporation, the corporation
described in and which executed the foregoing instrument; and that he signed his
name thereto by like authority.
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Notary Public
COMMONWEALTH OF MASSACHUSETTS )
)ss.:
COUNTY OF NORFOLK )
On this _____ day of January, 1998, before me personally appeared
___________________________, to me known, who, being by me duly sworn, said that
he/she is an Authorized Signatory of State Street Bank and Trust Company, the
national banking association described in and which executed the foregoing
instrument; and that he/she signed his/her name thereto by like authority.
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Notary Public
SCHEDULE A
DIAMONDS TRUST,
SERIES 1
A. SECURITIES DEPOSITED WITH THE TRUST
ON THE INITIAL DATE OF DEPOSIT
Name of Issuer and Title of Issue Shares Value
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AT&T Corp. .............................. 19,920 $1,298,535
Allied-Signal Inc. ...................... 19,920 732,060
Aluminum Co. of America.................. 19,920 1,314,720
American Express Co. .................... 19,920 1,649,625
Boeing Co. .............................. 19,920 896,400
Caterpillar Inc. ........................ 19,920 917,565
Chevron Corp. ........................... 19,920 1,482,795
Coca-Cola Co. ........................... 19,920 1,299,780
Disney (Xxxx) Co. (The).................. 19,920 1,892,400
Du Pont (E.I.) de Nemours & Co., Inc. ... 19,920 1,084,395
Xxxxxxx Kodak Co. ....................... 19,920 1,221,345
Exxon Corp. ............................. 19,920 1,196,445
General Electric Co. .................... 19,920 1,487,775
General Motors Corp. .................... 19,920 1,152,870
Goodyear Tire & Rubber Co. (The)......... 19,920 1,203,915
Hewlett Packard Co. ..................... 19,920 1,269,900
International Business Machines Corp. ... 19,920 2,034,330
International Paper Co. ................. 19,920 849,090
X.X. Xxxxxx & Co. ....................... 19,920 2,130,195
Xxxxxxx & Xxxxxxx........................ 19,920 1,319,700
XxXxxxxx'x Corp. ........................ 19,920 937,485
Merck & Co., Inc. ....................... 19,920 2,116,500
Minnesota Mining and Manufacturing Co. .. 19,920 1,675,770
Xxxxxx Xxxxxx Cos., Inc. ................ 19,920 953,670
Procter & Xxxxxx Co. .................... 19,920 1,616,010
Sears, Xxxxxxx & Co. .................... 19,920 901,380
Travelers Group Inc. .................... 19,920 987,285
Union Carbide Corp. ..................... 19,920 821,700
United Technologies Corp. ............... 19,920 1,413,075
Wal-Mart Stores, Inc. ................... 19,920 786,840
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Total Investments-(Cost $38,643,555)..... $38,643,555
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B. Amount of Cash Component Deposited with
the Trust on the Initial Date of Deposit.
$ 17,095
