Exhibit 99.A2
UBS PAINEWEBBER EQUITY TRUST,
VALUE SELECT TEN SERIES 2001C
TRUST INDENTURE AND AGREEMENT
Dated as of June 19, 2001
Incorporating
Standard Terms and Conditions of Trust
Dated as of July 1, 1998,
Between
UBS PAINEWEBBER INC.,
as Depositor
and
INVESTORS BANK & TRUST COMPANY
as Trustee
THIS TRUST INDENTURE AND AGREEMENT dated as of June 19, 2001
between UBS PaineWebber Inc., 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 first Value
Select Ten 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 UBS PaineWebber Equity Trust, which
series shall be known and designated as "UBS PaineWebber Equity Trust, Value
Select Ten Series 2001C".
A. (1) The aggregate number of Units outstanding on the date
hereof for this Series is 1,000,000.
(2) The initial fractional undivided interest represented
by each Unit of this series shall be 1/1,000,000th 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 September 10, 2001,
December 10, 2001, March 10, 2002, May 10, 2002; 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; the Distribution Dates with respect to Income
Account Distributions (the "Income Account Distribution Dates") shall mean
September 25, 2001, December 25, 2001, March 25, 2002, May 25, 2002 and on or
after the Mandatory Termination Date, and shall mean December 25, 2001 and on or
after the Mandatory Termination Date with respect to Capital Account
Distributions (the "Capital Account Distribution Dates"). 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 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 July 31, 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
15 days before the Mandatory Termination Date. .
F. The Trustee's annual compensation as referred to in Section
8.05 shall be $.00170 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 $.00035 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 $0.005 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 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
$0.0020 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 third (3rd) month (August, 2001)
and continuing through the twelfth (12th) month (May, 2002) of the Trust's
fourteen month life, the Deferred Sales Charge per 1,000 Units shall be $15.00
per year for such 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 Rollover Notification Date shall be June 24, 2002.
R. The Special Redemption Rollover Date
shall be June 25, 2002.
S. The Special Liquidation Period shall be June 24, 2002
through June 28, 2002.
T. Section 5.01(a)(y)(iii) is amended to add the phrase "and
C&D Fees" following "Initial Costs".
U. Section 5.02 (b) is amended to add the phrase "and C&D
Fees" following "Initial Costs".
V. Section 5.02 (b)(1) is amended to add the phrase "and C&D
Fees" following "Initial Costs".
W. 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 July 28, 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.
X. The Trustee's address for notices under Section 10.06 is:
Xxxxxxx Tower
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
IN WITNESS WHEREOF, UBS PaineWebber Inc. has caused this Trust
Indenture and Agreement to be executed by one of its Corporate 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.
UBS PAINEWEBBER INC.
as Depositor and Sponsor
SEAL By ___________________________
Corporate Vice President
Attest:
--------------------------
Secretary
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 19th day of June, 2001 before me personally appeared Xxxxxxxxx
Xxxxx Xxxxxxx, to me known, who being by me duly sworn, said that she is a
Corporate Vice President of UBS PaineWebber Inc., one of the corporations
described in and which executed the foregoing instrument; that she 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 she signed her name thereto by like authority.
-----------------------------------------
Notary Public
SCHEDULE A TO TRUST INDENTURE
UBS PAINEWEBBER EQUITY TRUST
VALUE SELECT TEN SERIES 2001C
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, JUNE 19, 2001
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
---------------------------------------------------- ----------- -------------------
Automobile (10.00%)
General Motors Corporation .................. 1,610 $ 99,031.10
Chemicals (9.98%)
E.I. du Pont de Nemours and Company ......... 2,140 98,803.80
Cosmetics & Toiletries (9.98%)
The Procter & Xxxxxx Company ................ 1,590 98,818.50
Diversified Manufacturing Operations (10.00%)
Minnesota Mining and Manufacturing
Company (3M) ............................... 810 99,006.30
Financial Institutions/Banks (9.94%)
X.X. Xxxxxx Chase & Co. ..................... 2,220 98,368.20
Machinery--Construction & Mining (10.07%)
Caterpillar Inc. ............................ 1,830 99,662.20
Paper & Related Products (10.01%)
International Paper Company ................. 2,710 99,077.60
Photo Equipment & Supplies (10.05%)
Xxxxxxx Kodak Company ....................... 2,130 99,492.30
Telecommunications (10.02%)
SBC Communications Inc. ..................... 2,480 99,200.00
Tobacco (9.95%)
Xxxxxx Xxxxxx Companies Inc. ................ 2,200 98,560.00
------------
TOTAL INVESTMENTS ............................. $ 990,020.00
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(1) All Securities are represented entirely by contracts to purchase such
Securities.
(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) There was no gain or loss to the Sponsor on the Initial Date of Deposit.
PLEASE NOTE THAT IF THIS PROSPECTUS IS USED AS A PRELIMINARY PROSPECTUS FOR A
FUTURE TRUST IN THIS SERIES, THE PORTFOLIO WILL CONTAIN DIFFERENT SECURITIES
FROM THOSE DESCRIBED ABOVE.
