Exhibit 99.A2
THE PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 22
TRUST INDENTURE AND AGREEMENT
Dated as of May 19, 1999
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 May 19, 1999 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-second 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 22".
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 September 10, 1999 and
quarterly 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 September 25, 1999, and quarterly
thereafter with respect to Income Account Distributions (the "Income Account
Distribution Dates") and shall mean December 31, 1999 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 Special Record 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 June 1,
2004. 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 May 11, 2004.
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 1999, so that the Trustee's first annual report will
be furnished to Unitholders within a reasonable period of time following
calendar year 1999.
J. The Sponsor's Initial Costs are estimated to be $0.020
per Unit.
K. The Trust hereby elects to qualify as a Regulated
Investment Company under the Internal Revenue Code of 1986, as amended. The
taxable year for this Trust shall end on December 31.
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 seventh (7th) month of the
Trust's first year (November, 1999) and continuing through the twelfth (12th)
month of the Trust's first year (April, 2000) and then commencing again in the
seventh (7th) month of the Trust's second year (November, 2000) and continuing
through the twelfth (12th) month of the Trust's second year (April, 2001), the
Deferred Sales Charge per 100 Units will be $15.00 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 19th day of May, 1999 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 22
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, MAY 19, 1999
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
-------------------------------------------------------------- ----------- -------------------
Air Freight Transportation (1.57%)
FDX Corporation* .......................................... 260 $ 15,567.50
Airlines (1.51%)
AMR Corporation ........................................... 210 14,975.63
Apparel Manufacturers (3.14%)
Gucci Group ............................................... 210 15,408.75
Xxxxx Xxxxxxxx Corporation* ............................... 200 15,725.00
Auction House/Art Dealer (1.58%)
Sotheby's Holdings, Inc. .................................. 400 15,675.00
Beverages (1.60%)
LVMH (Louis Vuitton Moet Xxxxxxxx)+ ....................... 280 15,820.00
Broadcast Services (1.54%)
Clear Channel Communications, Inc.* ....................... 220 15,290.00
Computers--Hardware/Software (6.14%)
Dell Computer Corporation* ................................ 350 15,421.88
International Business Machines Corporation (IBM) ......... 60 14,295.00
Microsoft Corporation* .................................... 200 15,737.50
Sun Microsystems, Inc.* ................................... 240 15,315.00
Cosmetics & Toiletries (1.60%)
The Xxxxx Xxxxxx Companies Inc. ........................... 170 15,810.00
Cruise Lines (1.59%)
Carnival Corporation ...................................... 360 15,750.00
Financial Institutions/Banks (12.84%)
Bank One Corporation ...................................... 260 15,892.50
Citigroup Inc. ............................................ 240 16,575.00
Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc. ........................ 210 15,540.00
Xxxxxxx Xxxxx & Co., Inc. ................................. 200 15,562.50
Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co. .......................... 160 15,830.00
State Street Corporation .................................. 200 15,987.50
The Bank of New York Company, Inc. ........................ 430 15,453.13
Xxxxx Fargo Company ....................................... 400 16,150.00
Insurance--Multi-Line (7.91%)
Berkshire Hathaway Inc.* .................................. 7 16,618.00
Hartford Life, Inc. ....................................... 310 15,500.00
Nationwide Financial Services, Inc. ....................... 340 15,406.25
The Allstate Corporation .................................. 420 15,435.00
The Progressive Corporation ............................... 110 15,372.50
30
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 22
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, MAY 19, 1999 (CONTINUED)
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
----------------------------------------------- ----------- -------------------
Internet Software (3.09%)
America Online, Inc.* ...................... 110 $ 14,863.75
Yahoo! Inc.* ............................... 100 15,681.25
Multimedia (3.18%)
The Xxxx Disney Company .................... 530 15,668.13
Time Warner Inc. ........................... 220 15,812.50
Networking Products (1.53%)
Cisco Systems, Inc.* ....................... 130 15,104.38
Office Automation & Equipment (1.59%)
Xerox Corporation .......................... 260 15,778.75
Printers & Related Products (1.60%)
Lexmark International Group, Inc.* ......... 120 15,877.50
Radio (1.57%)
Infinity Broadcasting Corporation* ......... 550 15,537.50
REITS--Warehouse/Industrial (3.16%)
AMB Property Corporation ................... 700 15,662.50
EastGroup Properties, Inc. ................. 790 15,602.50
Retail--Apparel/Shoe (7.95%)
Abercrombie & Fitch Co.* ................... 190 15,805.63
AnnTaylor Stores Corporation* .............. 350 16,187.50
Intimate Brands, Inc. ...................... 320 15,720.00
The Gap, Inc. .............................. 250 15,328.13
The Talbots, Inc. .......................... 490 15,649.38
Retail--Building Products (3.10%)
Xxxx'x Companies, Inc. ..................... 290 15,351.88
The Home Depot, Inc. ....................... 260 15,372.50
Retail--Catalog Shopping/Mail Order (3.95%)
Lands' End, Inc.* .......................... 360 15,660.00
Xxxxxxx Xxxxxx Corporation ................. 580 7,830.00
Spiegel, Inc.* ............................. 1,880 15,627.50
Retail--Discount (3.16%)
Costco Companies, Inc.* .................... 200 15,512.50
Wal-Mart Stores, Inc. ...................... 340 15,767.50
Retail--Internet (4.65%)
Xxxxxx.xxx, Inc.* .......................... 120 15,915.00
eBay, Inc.* ................................ 80 15,165.00
Xxxxxxxxx.xxx Incorporated* ................ 110 14,973.75
31
THE PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 22
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, MAY 19, 1999 (CONTINUED)
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
----------------------------------------------------- ----------- -------------------
Retail--Jewelry (3.20%)
Xxxxxxx & Co. .................................... 190 $ 15,983.75
Xxxx Corporation* ................................ 400 15,700.00
Retail--Office Supplies (3.14%)
Office Depot, Inc.* .............................. 751 15,582.50
Staples, Inc.* ................................... 570 15,532.50
Retail--Restaurants (1.56%)
Starbucks Corporation* ........................... 420 15,408.75
Telecommunications (9.39%)
AT&T Corp. ....................................... 260 15,323.82
Xxxxx 0 Communications, Inc.* .................... 180 15,480.00
Lucent Technologies Inc. ......................... 260 15,340.00
MCI WorldCom, Inc.* .............................. 180 15,997.50
Nextel Communications, Inc.* ..................... 410 15,503.13
Qwest Communications International Inc.* ......... 170 15,268.13
Toys (1.58%)
Mattel, Inc. ..................................... 600 15,675.00
Travel Services (1.58%)
The SABRE Group Holdings, Inc.* .................. 250 15,656.25
------------
TOTAL INVESTMENTS ................................. $ 990,020.00
============
----------
(1) All Securities are represented entirely by contracts to purchase
Securities.
(2) Valuation of the 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.
(3) The loss to the Sponsor on the Initial Date of Deposit is $59.
* Non-income producing security.
+ 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.")
32
