Exhibit 2
(Ex. 99.A2)
THE PAINEWEBBER PATHFINDERS TRUST,
TREASURY AND GROWTH STOCK SERIES 24
TRUST INDENTURE AND AGREEMENT
Dated as of January 26, 1999
Incorporating
Standard Terms and Conditions of Trust
Dated as of July 1, 1997,
Between
PAINEWEBBER INCORPORATED,
as Sponsor
and
INVESTORS BANK & TRUST COMPANY
as Trustee
THIS TRUST INDENTURE AND AGREEMENT dated as of January 26, 1999
between PaineWebber Incorporated, as Sponsor 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, 1997 between 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-Fourth 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 24".
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 March 31, 1999 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 April 20, 1999.
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 May 30, 2012. The date
on which the Trustee shall begin to sell equity Securities in accordance with
Section 9.01 shall be May 1, 2012.
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 1999, so that the Trustee's first annual report will be furnished
to Unitholders within a reasonable period of time following calendar year 1999.
K. The Sponsor's Initial Costs are estimated to be $.004 per Unit.
L. The text of the Introduction shall be amended by deleting the word
"and" prior to clause (x) and inserting the following text following the term
"(x)":
"the Sponsor's estimated Initial Costs amount, and (xi)"
M. The definition of "Initial Costs" as set forth below shall be added
to the definitions contained in Article I:
"Initial Costs
Shall have the meaning specified in Section 10.02(a)."
N. Section 5.01 shall be amended by deleting in its entirety the text
of clause (3) under the term "Deduct" and inserting the following text in its
place:
"cash allocated as of a date prior to the evaluation then being made
for distribution and in accordance with the provisions of Section
10.02, the amounts allocated to the Sponsor for reimbursement of
Initial Costs; and"
O. Section 5.02 shall be amended by adding the following text to the
first sentence of the second paragraph thereof after the word "Agreement":
", including, but not limited to, the expenses of the Trust as
provided in Section 8.05 and the Initial Costs as provided in Section
10.02".
P. Section 5.02 shall be amended by adding the following text to the
last sentence of the second paragraph thereof prior to the word "first":
"including, but not limited to, the expenses of the Trust as provided
in Section 8.05 and the Initial Costs as provided in Section 10.02".
Q. The text of Section 10.02 shall be deleted in its entirety and the
following text shall be inserted in its place:
"Initial Organizational and Offering Costs. (a) Subject to
reimbursement as hereinafter provided, the initial costs incurred in
connection with the organization and establishment of the Trust and
the sale of Units (the "Initial Costs") shall be paid by the Sponsor,
provided, however, that the liability on the part of the Sponsor under
this Section shall not include any fees or other expenses incurred in
connection with the administration of the Trust subsequent to the
Initial Date of Deposit. The Trustee shall pay to the Sponsor the
Sponsor's reimbursable Initial Costs in the manner set forth in
subsections 10.02(d) and 10.02(e) below; such reimbursement of Initial
Costs shall be for the account of the Unitholders of record at the
conclusion of the initial offering period and shall not be reflected
in the computation of Unit Value prior thereto.
(b) The Initial Costs paid by the Sponsor which are reimbursable
to the Sponsor in accordance with this Section include, but are not
limited to (1) the costs of the initial preparation, typesetting and
execution of the registration statement, prospectuses (including
preliminary prospectuses), the Indenture and other legal documents
relating to the establishment of the Trust, and the costs of
submitting such documents in
electronic format to the Commission, (2) Commission and state
Blue Sky registration fees for the initial registration of Trust
Units, (3) the cost of the initial audit of the Trust, (4) the legal
costs incurred by the Sponsor and the Trustee related to any and all
of the foregoing, and (5) other out-of-pocket expenses related to any
and all of the foregoing provided, however, that if so stated in the
Prospectus for a Trust Fund, such Initial Costs shall not exceed the
amount, if any, of the estimated costs per Unit set forth in the
Prospectus.
(c) Costs and expenses incurred in the marketing and selling of
Trust Units, shall be paid for by the Sponsor but shall not be
reimbursable to the Sponsor. Such costs and expenses include but are
not limited to (1) those incurred in the printing of prospectuses
(including preliminary prospectuses), (2) those incurred in the
preparation and printing of brochures and other advertising or
marketing materials, including any legal costs incurred in the review
thereof, and (3) any other selling or promotional costs or expenses.
(d) Promptly after the conclusion of the initial public offering
period, upon written certification to the Trustee, the Sponsor shall
receive reimbursement for any of the Initial Costs set forth in
subsection (b), in the manner set forth in subsection 10.02(e) below.
(e) Upon receipt of written certification from the Sponsor as set
forth in subsection 10.02(d) the Trustee shall pay to the Sponsor from
the assets of the Trust Fund, such Initial Costs. 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 as of the date of
such sale sufficient for reimbursement of Initial Costs and shall
distribute the proceeds of the sale to or upon the order of the
Sponsor, but only to the extent of the Initial Costs as set forth in
the Sponsor's certification delivered in accordance with paragraph (d)
above."
R. To the extent that any provision of the Standard Terms conflicts or
is inconsistent with Section 10.02 and the provisions relating thereto, the
Standard Terms shall be amended to be in substantial conformity with such
section and provisions.
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 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 26th day of January, 1999 before me personally appeared ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇, 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
SEAL
Attest:
By
-----------------------------
Title:
-----------------------------
Title:
SCHEDULE A
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 24
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, JANUARY 26, 1999
COST OF
SECURITIES
NAME OF SECURITY COUPON MATURITY VALUE MATURITY DATE TO TRUST(2)
-------------------------------- -------- ---------------- --------------- ----------------
U.S. Treasury Interest
Payments (3) (52.03%) ......... 0% $1,000,000 May 15, 2012 $ 495,730.00
COMMON STOCKS (47.97%) (1)
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
------------------------------------------------------ ----------- ---------------
Aerospace/Defense (1.22%)
United Technologies Corporation ..................... 100 $ 11,581.25
Automobile (1.15%)
Ford Motor Company .................................. 180 11,002.50
Beverages (1.19%)
The Coca-Cola Company ............................... 180 11,317.50
Chemicals (1.21%)
E.I. du Pont de Nemours and Company ................. 210 11,497.50
Computers -- Hardware/Software (4.73%)
Hewlett-Packard Company ............................. 160 11,420.00
International Business Machines Corporation ......... 61 11,036.25
Microsoft Corporation* .............................. 70 11,331.25
Oracle Corporation* ................................. 220 11,233.75
Cosmetics & Toiletries (1.23%)
The Procter & ▇▇▇▇▇▇ Company ........................ 140 11,707.50
Diversified Manufacturing (1.17%)
Tyco International Ltd. ............................. 160 11,150.00
Electric (2.37%)
Duke Energy Corporation ............................. 180 11,418.75
▇▇▇▇▇▇▇ Electric Co. ................................ 200 11,200.00
Electronics (1.23%)
Intel Corporation ................................... 90 11,756.25
Financial Institutions/Banks (5.97%)
BankAmerica Corporation ............................. 170 10,996.88
Bank One Corporation ................................ 220 11,481.25
Citigroup Inc. ...................................... 210 11,169.38
▇▇▇▇▇▇ Mae .......................................... 160 11,580.00
▇▇▇▇▇ Fargo Company ................................. 320 11,600.00
Foods (2.42%)
Safeway Inc.* ....................................... 210 11,510.63
▇▇▇▇ ▇▇▇ Corporation ................................ 460 11,528.75
Insurance (2.55%)
American International Group, Inc. .................. 130 12,821.25
The Allstate Corporation ............................ 320 11,480.00
Medical Products & Instruments (1.17%)
Medtronic, Inc. ..................................... 160 11,180.00
Multimedia (2.40%)
The ▇▇▇▇ Disney Company ............................. 330 11,529.96
Time Warner Inc. .................................... 180 11,328.75
Networking Products (1.19%)
Cisco Systems, Inc.* ................................ 110 11,378.13
30
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 24
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, JANUARY 26, 1999
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
----------------------------------------- ----------- ---------------
Oil (3.56%)
Atlantic Richfield Company ............. 190 $ 11,198.13
Exxon Corporation ...................... 160 11,520.00
Royal Dutch Petroleum Company+ ......... 260 11,212.50
Pharmaceuticals (4.85%)
▇▇▇▇▇▇ Laboratories .................... 260 11,293.75
Merck & Co., Inc. ...................... 80 10,960.00
Pfizer Inc. ............................ 100 11,750.00
▇▇▇▇▇▇-▇▇▇▇▇▇▇ Company ................. 180 12,150.00
Retail--Building Products (1.17%)
▇▇▇▇'▇ Companies, Inc. ................. 210 11,182.50
Retail--Discount (1.21%)
Wal-Mart Stores, Inc. .................. 140 11,480.00
Telecommunications (4.80%)
▇▇▇▇ Atlantic Corporation .............. 210 11,431.88
Lucent Technologies Inc. ............... 110 11,220.00
MCI WorldCom, Inc.* .................... 150 11,653.13
SBC Communications Inc. ................ 210 11,405.63
Tobacco (1.18%)
▇▇▇▇▇▇ ▇▇▇▇▇▇ Companies Inc. ........... 240 11,265.00
------------
TOTAL COMMON STOCKS .................. $ 456,960.00
------------
TOTAL INVESTMENTS .................... $ 952,690.00
============
----------
(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
$494,440.00.
(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 $121.
* Non-income producing.
+ 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.")
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