Exhibit 99.A2
UBS PAINEWEBBER EQUITY TRUST,
GROWTH STOCK SERIES 27
TRUST INDENTURE AND AGREEMENT
Dated as of September 13, 2002
Incorporating
Standard Terms and Conditions of Trust
Dated as of July 1, 1998, as amended,
Between
UBS PAINEWEBBER INC.,
as Depositor
and
INVESTORS BANK & TRUST COMPANY
as Trustee
THIS TRUST INDENTURE AND AGREEMENT dated as of September 13, 2002 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, as amended, 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-seventh 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, Growth Stock Series 27".
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 December 10, 2002 and quarterly
thereafter and on or after the Mandatory Termination Date; 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 December 25, 2002 and quarterly thereafter and on or
after the Mandatory Termination Date with respect to Income Account
Distributions (the "Income Account Distribution Dates") and shall mean December
25, 2002, December 25, 2003, December 25, 2004 and on or after the Mandatory
Termination Date 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 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 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 September 30, 2005. 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 2002, so that the Trustee's first annual report will be furnished
to Unitholders within a reasonable period of time following calendar year 2002.
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. The Sponsor represents that the price paid by any Unitholder for Units
acquired through reinvestment of Trust distributions will be reduced by the
aggregate amount of any unpaid deferred sales charge at the time of purchase.
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. 1. Section 3.06(a) is hereby amended by deleting the text of Section
3.06(a) in its entirety and substituting the following text in its place:
"(a) The Sponsor by written notice may direct the Trustee to sell
Securities at such price and time and in such manner as shall be deemed
appropriate by the Sponsor if the Sponsor shall have determined that any
materially adverse market or credit factors have occurred that, in the opinion
of the Sponsor the retention of such Securities would not be in the best
interests of the Unitholders. In making such determination, the Sponsor shall be
entitled to consider any one or more of the following conditions or events:
(1) that there has been a failure to declare or pay anticipated
dividends or interest;
(2) that any materially adverse action or proceeding has been
instituted at law or in equity seeking to restrain or enjoin the
declaration or payment of dividends or interest on any such Securities or
that there exists any other materially adverse legal question or impediment
affecting such Securities or the declaration or payment of dividends or
interest on the same;
(3) that there has occurred any breach of covenant or warranty in any
trust indenture or other document relating to the issuer or obligor or
guarantor which might materially and adversely affect either immediately or
contingently the declaration or payment of dividends or interest on such
Securities;
(4) that there has been a default in the payment of the principal or
par or stated value of premium, if any, or income on any other outstanding
securities of the issuer or the guarantor of such securities which might
materially and adversely, either immediately or contingently, affect the
declaration or payment of dividends or interest on the Securities;
(5) that a decline in price of the Securities has occurred;
(6) that the sale of such Securities is desirable in order to maintain
the qualification of the Trust Fund as a "Regulated Investment Company" in
the case of a trust which has elected to qualify as such;
(7) that there has been a decrease in the Sponsor's internal rating of
the Security; or
(8) that there has been a happening of events which, in the opinion of
the Sponsor, negatively affects the economic fundamentals of the issuer of
the Security or the industry of which it is a part.
(b) The Sponsor may by written notice direct the Trustee to sell or tender
for cash Securities at such price and time and in such manner as shall be deemed
appropriate by the Sponsor if the Sponsor shall have determined that a public
tender offer has been made for a security, or a merger or acquisition has been
announced affecting a security, that in the opinion of the Sponsor, the sale or
tender of such Securities is in the best interest of the Unitholders.
2. Section 3.06 is further amended by re-lettering the existing paragraphs
(b) and (c) to become (c) and (d), respectively.
P. 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 eighth (8th) month (April, 2003) and
continuing through the twelfth (12th) month (August, 2003) of the Trust's first
year, and in the sixth (6th) (February, 2004) and continuing through the twelfth
(12th) month (August 2004) months of the Trust's second year, the total Deferred
Sales Charge per 1,000 Units shall be $30.00 for such two year period.
Q. 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.
R. Section 5.02 (b)(1) is amended to add the phrase "and C&D Fees"
following "Initial Costs".
S. Section 5.02 (b) is amended to add the phrase "and C&D Fees"
following "Initial Costs".
T. 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 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.
U. 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 13th day of September, 2002 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
GROWTH STOCK SERIES 27
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, SEPTEMBER 13, 2002
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
--------------------------------------------------------- ----------- -------------------
Aerospace/Defense (4.01%)
Rockwell Xxxxxxx, Inc. .......................... 1,860 $ 39,692.40
Computers--Hardware/Software (35.99%)
Adobe Systems Incorporated ...................... 2,140 39,482.80
Apple Computer, Inc.* ........................... 2,810 39,733.40
Dassault Systems S.A.+ .......................... 1,420 39,575.40
Dell Computer Corporation* ...................... 1,500 39,495.00
International Business Machines
Corporation (IBM) ............................. 550 39,528.50
Microsoft Corporation* .......................... 840 39,606.00
SAP AG (Systeme, Anwendungen,
Produkte in der Datenverarbeitung)+ ........... 2,480 39,680.00
Siebel Systems, Inc.* ........................... 4,770 39,638.70
Sun Microsystems, Inc.* ......................... 12,300 39,606.00
Computers--Memory Devices (4.00%)
Network Appliance, Inc.* ........................ 4,360 39,632.40
Computers--Peripheral Equipment (3.98%)
Lexmark International, Inc.* .................... 840 39,396.00
Electronics/Semi-Conductor (24.01%)
Applied Materials, Inc.* ........................ 3,110 39,621.40
Broadcom Corporation--Class A* .................. 2,620 39,509.60
Intel Corporation ............................... 2,520 39,564.00
KLA-Tencor Corporation* ......................... 1,260 39,753.00
Novellus Systems, Inc.* ......................... 1,680 39,715.20
Texas Instruments Incorporated .................. 2,060 39,572.60
Fiber Optics (4.00%)
JDS Uniphase Corporation* ....................... 15,410 39,603.70
Internet Security (4.00%)
Check Point Software Technologies Ltd.* ......... 2,270 39,611.50
Networking Products (4.00%)
Cisco Systems, Inc.* ............................ 3,040 39,641.60
UBS PAINEWEBBER EQUITY TRUST
GROWTH STOCK SERIES 27
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, SEPTEMBER 13, 2002
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
------------------------------------------ ----------- -------------------
Office Automation & Equipment (7.99%)
Canon Inc.+ ...................... 1,170 $ 39,452.40
Xerox Corporation* ............... 5,850 39,604.50
Telecommunications Equipment (8.02%)
Motorola, Inc. ................... 3,390 39,629.10
Nokia Oyj+ ....................... 2,840 39,674.80
------------
TOTAL INVESTMENTS .............. $ 990,020.00
============
----------
(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.
+ 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" in Part B.)
* Non-Income producing security.
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.
