Exhibit 3
THE PAINEWEBBER PATHFINDERS TRUST,
TREASURY AND GROWTH STOCK SERIES 21
TRUST INDENTURE AND AGREEMENT
Dated as of July 30, 1997
Incorporating
Standard Terms and Conditions of Trust
Dated as of July 1,1997,
Between
PAINEWEBBER INCORPORATED,
as Sponsor
and
INVESTORS BANK & TRUST COMPANY
AND
THE FIRST NATIONAL BANK OF CHICAGO,
as Co-Trustees
THIS TRUST INDENTURE AND AGREEMENT dated as of July 30, 1997
between PaineWebber Incorporated, as Sponsor and Investors Bank & Trust
Company and The First National Bank of Chicago, as Co-Trustees, 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, 1997 among the parties hereto (hereinafter
called the "Standard Terms and Conditions of Trust" or 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 and Conditions of Trust in order to
facilitate creation of series of securities issued under a unit investment
trust pursuant to the provisions of the Investment Company Act of 1940 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, stripped United States
Treasury obligations, or evidence thereof, and in certain cases, United States
Treasury obligations and Restricted Securities as defined in the Standard
Terms and Conditions of Trust; and
WHEREAS, the parties now desire to create the Twenty-
First of the aforesaid series;
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 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 and
Conditions of Trust are herein 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, except as provided below in this Section 1. Unless otherwise
stated, section references shall refer to sections in the Standard Terms and
Conditions of Trust.
Section 2. Specific Terms of this Series. The following
terms are hereby agreed to for this series of The PaineWebber Pathfinders
Trust, which series shall be known and designated as "The PaineWebber
Pathfinders Trust, Treasury and
Growth Stock Series 21".
A. The Securities deposited pursuant to Section 2.02
are set forth in Schedule A hereto.
B. (1) The aggregate number of Units outstanding on
the Initial Date of Deposit for this Series is 1,000,000.
(2) The initial fractional undivided interest represented by
each Unit of this series shall initially be 1/1,000,000th of the Trust Fund. A
Certificate representing the total number of Units outstanding on the Initial
Date of Deposit is being delivered by the Trustee to the Sponsor pursuant to
Section 2.03.
C. The term "Record Date" shall mean September 30, 1997 and
quarterly thereafter, except 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 and except that with
respect to cash representing long-term capital gains held in the Capital
Account the Record Date shall be each December 31.
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 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.
D. The term "Distribution Date" shall mean the 20th
day following the Record Date, commencing October 20, 1997.
In the event a Special Record Date is declared, the
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.
E. The Discretionary Liquidation Amount shall be twenty per
centum (20%) of the aggregate value of (i) the Securities originally deposited
pursuant to Section 2.02 and (ii) any additional Securities deposited pursuant
to Section 2.02(c).
F. The Mandatory Termination Date shall be November 30,
2008. The date on which the Trustee shall begin to sell equity Securities
in accordance with Section 9.01 shall be October 15, 2008.
G. The Trustee's annual compensation as referred to in
Section 8.05 shall be $.00145 per Unit computed monthly based on the largest
number of Units outstanding at any time during the preceding month.
H. 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 at any time during the calendar year.
I. The balance in the Capital Account below which no
distribution need be made, as referred to in Section 3.04, is
$.005 per Unit outstanding.
J. The calendar year to be specified pursuant to Section
3.05 shall be calendar year 1997, so that the Trustee's first annual report
will be furnished to Unitholders within a reasonable period of time following
calendar year 1997.
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 Secretaries, and Investors Bank & Trust Company and The First National
Bank of Chicago have caused this Trust Indenture to be executed by one of
their Authorized Signatories and their corporate seals to be hereto affixed
and attested by one of their Authorized Signatories, all as of the date first
above written.
PAINEWEBBER INCORPORATED
as Depositor and Sponsor
SEAL
By
-----------------------
Senior Vice President
Attest:
-----------------------------
Secretary
STATE 0F NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 30th day of July, 1997 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.
By
------------------------
Notary Public
INVESTORS BANK & TRUST COMPANY
AND THE FIRST NATIONAL
BANK OF CHICAGO
SEAL
Attest:
By
-----------------------
Title:
---------------------------
Title:
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 30th day of July, 1997 before me personally appeared
Xxxxxx X. Xxxxxx, to me known, who being by me duly sworn, said that he is a
of The First National Bank of Chicago, 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 Trustees of said
corporation, and that he signed his name thereto by like authority.
----------------------
Notary Public
SCHEDULE A
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 21
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, JULY 30, 1997
COST OF
SECURITIES
NAME OF SECURITY COUPON MATURITY VALUE MATURITY DATE TO TRUST(2)
---------------------- -------- -------------- ----------------- ------------
U.S. Treasury Interest
Payments (3)
(51.93%).............. 0% $1,000,000 November 15, 2008 $494,605.58
COMMON STOCKS (48.07%) (1)
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
--------------------------------------------- ----------- ------------
Automobile (1.18%)
General Motors Corporation................... 190 $11,293.13
Beverage (2.35%)
The Coca-Cola Company ....................... 160 11,150.00
PepsiCo, Inc. ............................... 300 11,325.00
Chemical (1.27%)
DuPont (E.I.) De Nemours & Company ......... 180 12,105.00
Computer Processing & Data Preparation
(1.18%)
First Data Corporation ...................... 260 11,277.50
Computer Software (2.26%)
Microsoft Corporation* ...................... 80 11,195.00
Cisco Systems, Inc.* ........................ 130 10,302.50
Electronics/Semi-Conductor (2.38%)
Hewlett-Packard Company ..................... 170 11,251.88
Intel Corporation ........................... 130 11,456.25
Entertainment (1.18%)
The Xxxx Disney Company ..................... 140 11,217.50
Financial Institutions/Banks (7.49%)
BankAmerica Corporation ..................... 160 11,630.00
Bankers Trust New York Corporation ......... 110 11,000.00
Chase Manhattan Corporation ................. 110 11,976.25
Citicorp .................................... 90 11,750.63
X.X. Xxxxxx & Company Incorporated ......... 100 11,425.00
Xxxxx Fargo & Company ....................... 50 13,550.00
Foods (1.17%)
General Xxxxx, Inc. ......................... 160 11,130.00
Household Products (2.51%)
Xxxxxxxx Company ............................ 120 11,895.00
Procter & Xxxxxx Company .................... 80 12,030.00
Insurance (1.19%)
Aetna Inc. .................................. 100 11,337.50
Manufacturing (1.22%)
Minnesota Mining & Manufacturing Company ... 120 11,587.50
Metals (1.23%)
Xxxxxx Dodge Corporation .................... 140 11,742.50
Oil/Gas (4.76%)
Mobil Corporation ........................... 150 11,343.75
Schlumberger Ltd. ........................... 150 11,118.75
Texaco Inc. ................................. 100 11,406.25
Unocal Corporation .......................... 290 11,436.88
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 21
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, JULY 30, 1997
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
------------------------------- ----------- -------------
Pharmaceuticals (7.18%)
Xxxxxx Laboratories ........... 180 $ 11,542.50
Xxxxxxx-Xxxxx Squibb Company . 150 11,784.38
Xxxxxxx & Xxxxxxx ............. 190 11,601.88
Xxx Lilly & Company ........... 100 11,231.25
Merck & Co., Inc. ............. 110 11,302.50
Xxxxxx-Xxxxxxx Company ........ 80 10,905.00
Restaurants (1.19%)
XxXxxxxx'x Corporation ........ 210 11,326.88
Retail-Building Products
(1.22%)
Home Depot, Inc. .............. 240 11,610.00
Retail-Department Stores
(1.11%)
Sears, Xxxxxxx & Co. .......... 170 10,593.13
Telecommunications (3.61%)
AT&T Corporation .............. 310 11,450.63
Lucent Technologies, Inc. .... 140 11,681.25
SBC Communications, Inc. ..... 190 11,233.75
Tobacco (1.19%)
Xxxxxx Xxxxxx Companies, Inc. 250 11,312.50
Utilities (1.20%)
Texas Utilities Company ...... 330 11,385.00
TOTAL COMMON STOCKS........... $457,894.42
-------------
TOTAL INVESTMENTS............. $952,500.00
=============
------------
(1) All Securities are represented entirely by contracts to purchase
Securities.
(2) Valuation of Securities by the Trustee was made as described in
"Valuation" as of the close of business on the business day prior to
the Initial Date of Deposit. The bid side evaluation of the Treasury
Obligations on the business day prior to the Initial Date of Deposit
was $493,250.
(3) This security does not pay interest. On the maturity date thereof,
the entire maturity value becomes due and payable. Generally, a fixed
yield is earned on such security which takes into account the
semi-annual compounding of accrued interest. (See "The Trust" and
"Federal Income Taxes" herein.)
(4) The gain to the Sponsor on the Initial Date of Deposit is $280.58.
* Non-income producing.
