Exhibit 99.A2
UBS PATHFINDERS TRUST,
TREASURY AND GROWTH STOCK SERIES 28
TRUST INDENTURE AND AGREEMENT
Dated as of September 25, 2003
Incorporating
Standard Terms and Conditions of Trust
Dated as of July 1, 1997,
Between
UBS FINANCIAL SERVICES INC.
as Depositor
and
INVESTORS BANK & TRUST COMPANY
as Trustee
THIS TRUST INDENTURE AND AGREEMENT dated as of September 25, 2003 between
UBS Financial Services Inc., 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 issued by domestic or foreign companies,
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 hereto desire to reflect the corporate name change
effective June 9, 2003 whereby the name "UBS PaineWebber Inc." was changed to
"UBS Financial Services Inc.";
WHEREAS, the parties now desire to create the Twenty-Eighth 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. Except
as set forth herein, all of the provisions of the Standard Terms and Conditions
of Trust 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 and
Conditions of Trust.
Section 2. Corporate Name Change. All references to the name "PaineWebber
Inc." in the Standard Terms shall be deleted and shall be replaced with the name
"UBS Financial Services Inc.".
Section 3. Co-Trustee Change. All references to the name "The First
National Bank of Chicago" as a "Co-Trustee" in the Standard Terms shall be
deleted.
Section 4. Specific Terms of this Series. The following terms are hereby
agreed to for this series of the UBS Pathfinders Trust, which series shall be
known and designated as "UBS Pathfinders Trust, Treasury and Growth Stock Series
28".
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 receipt
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 as amended by paragraph V. hereof.
C. The term "Record Date" shall mean December 10, 2003, 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 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.
D. The term "Distribution Date" shall mean the 15th day following the
Record Date, commencing December 25, 2003.
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, 2017.
G. 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 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 2003, so that the Trustee's first annual report will be furnished
to Unitholders within a reasonable period of time following calendar year 2003.
K. 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.
L. The Sponsor's Initial Costs are estimated to be $.002 per Unit.
M. 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)"
N. 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)".
O. 1. Section 1.01 is hereby amended as follows:
The definition of "Distribution Date" contained in Section 1.01 is hereby
amended by deleting the definition in its entirety and substituting the
following text in its place:
"Distribution Date: The date(s) specified as such in the Trust Indenture
which may, if so specified therein, be different for Income Account
Distributions ("Income Account Distribution Dates") and Capital Account
Distribution Dates ("Capital Account Distribution Dates"). If any distribution
date does not fall on a Business Day, such distribution date shall be the next
Business Day immediately following such specified distribution date."
The definition of "Record Date" contained in Section 1.01 is hereby amended
by deleting the definition in its entirety and substituting the following text
in its place:
"Record Date: The record date for a Capital Account Distribution and/or an
Income Account Distribution, as the case may be, specified as such in the Trust
Indenture. Such record dates may be specified as Capital Account Record Dates or
Income Account Record Dates as the case may be. If any record date does not fall
on a Business Day, such record date shall be the Business Day immediately
preceding such specified record date."
P. Section 5.01 shall be amended by deleting the text of the clause (3) in
its entirety 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"
Q. Section 5.02 shall be amended by deleting the following text contained
in the fifth (5th) sentence of the first paragraph:
"If such available balance shall be insufficient, the Trustee shall
sell such Securities from among those designated on the current list for
such purposes as provided below and in the manner, in its discretion, as it
shall deem advisable or necessary and as shall not result",
and in inserting the following text in its place:
"If such available balance shall be insufficient, the Trustee shall
sell Securities in conformity with the procedures described in the
paragraph immediately below which sale shall not result".
R. Section 5.02 shall be amended by adding, after the words "the Sponsor
and its affiliates" in the penultimate sentence of the first paragraph, the
words "and the Trustee and its affiliates."
S. Section 5.02 shall be amended by deleting the text of the second
paragraph and inserting the following text in its place:
"The Sponsor may instruct the Trustee to sell the equity Securities
and the Securities backed by the United States Government in any manner
necessary to fund the Capital Account for redemption of Units tendered to
the Trustee for redemption, and to the extent necessary, for payment of
expenses under this 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. In the event that such instructions are given by the
Sponsor, the Trustee shall sell (1) the Securities backed by the United
States Government so as to maintain in the Trust such Securities in an
amount which, upon maturity, will equal at least $1.00 per Unit outstanding
after giving effect to such redemption, and (2) other Securities shall be
sold pro rata as necessary. In the event the Trustee is unable to meet any
minimum denomination requirements for sale of Securities backed by the
United States Government, Securities not backed by the United States
Government only may be sold. The net proceeds of any sales of Securities
representing accrued interest shall be credited to the Income Account and
the proceeds of such sales representing principal or gain shall, to the
extent necessary for payment of expenses hereunder, 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, first be credited to the
Capital Account and then disbursed therefrom in payment of such expenses,
and any balance shall remain credited to the Capital Account."
T. Section 7.02 shall be amended by deleting the first sentence of the
first paragraph and inserting the following text in its place:
"The Sponsor shall conduct regular quarterly reviews to determine
whether or not to recommend the disposition of Securities pursuant to the
procedures under this Agreement."
U. Section 8.01 is hereby amended by adding a new Section 8.01(j), which
shall read as follows:
(j) The Trustee in its individual or any other capacity may become an
owner or pledgee of, or be an underwriter or dealer in respect of,
securities of the same issue as, or other securities issued by the
issuer (or an affiliate of such issuer) of, any Securities at any time
held as part of the Trust Fund and may deal in any manner with the
same or with the issuer (or an affiliate of the issuer) with the
rights and powers as if it were not the Trustee hereunder.
V. Section 8.01 is hereby amended by adding a new Section 8.01(k), which
shall read as follows:
(k) The Trust may include (1) a letter or letters of credit for the
purchase of Securities or Contract Securities issued by the Trustee in
its individual capacity for the account of the Sponsor and/or (2)
Securities issued by the Trustee or any of its affiliates in its
individual capacity. The Trustee or any affiliates of the Trustee may
otherwise deal with the Sponsor and the Trust with the same rights and
powers as if the Trustee were not the Trustee hereunder, including,
without limitation, providing brokerage and execution services to the
Trust in connection with the purchase of Securities to be held by the
Trust or the sale of Securities held by the Trust, provided, with
respect to any such brokerage or execution services, that the
commission, fee or other remuneration for effecting such transactions
does not exceed the usual and customary broker's commission.
W. Section 8.01 of the Standard Terms is hereby amended by adding a new
Section 8.01(1), which shall read as follows:
(l) In any instance where the Trustee or an affiliate of the Trustee is
providing brokerage or execution services to the Trust pursuant to
Section 8.01(k) in connection with the purchase of Securities to be
held by the Trust or the sale of Securities held by the Trust, the
Trustee shall be under no liability to the Trust or the Unitholders
for any action taken or for refraining from the taking of any action
in good faith pursuant to the Indenture, or for errors in judgement or
for depreciation or loss incurred by reason of the purchase or sale of
any Securities, provided, however, that this provision shall not
protect the Trustee or its affiliate against any liability to which it
would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties or by reason of
its reckless disregard of its obligations and duties hereunder. The
Trustee may rely in good faith on any paper, order, notice, list,
affidavit, receipt, evaluation, opinion, endorsement, assignment,
draft or any other document of any kind prima facie properly executed
and submitted to it by the Sponsor, the Sponsor's counsel or any other
person for any matters arising hereunder
(including the determination as to whether any Security is a
Restricted Security). The Trustee or its affiliate shall in no event
be deemed to have assumed or incurred any liability, duty or
obligation to any Unitholder or the Sponsor other than as expressly
provided for herein.
X. Section 9.01 of the Standard Terms is hereby amended by deleting the
text of the second subparagraph in its entirety and substituting the following
text in its place:
"Unless advised to the contrary by the Sponsor, the Trustee shall sell the
equity Securities held in the Trust within 30 days of the Mandatory Termination
Date, pursuant to instructions from the Sponsor. The Sponsor, in its sole
discretion, may direct the Trustee (i) to sell some or all of the equity
Securities on one date or on a more gradual basis, (ii) to utilize program or
block trades, (iii) to sell the equity Securities having the greatest amount of
capital appreciation first and in a manner to effectuate orderly sales and
minimal market impact, or (iv) in any other manner permitted herein. In the
event that the Sponsor does not so direct, equity Securities shall be sold on a
pro rata basis."
Y. 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
the 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 the 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 with 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."
Z. 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.
AA. The definition of "Evaluation Time" as set forth in Article I shall be
amended to read as follows:
"Evaluation Time - The closing time of the regular trading session on the
New York Stock Exchange, Inc. (ordinarily 4:00 pm New York time) or any other
time as may be stated in current prospectus for this Trust, as may be amended
from time to time."
BB. 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.
CC. Units of this Trust shall not be held in certificated form. Section
2.03 is deleted in its entirety and the following text shall be inserted in its
place:
"Section 2.03. Issuance of Units; Issuance of Certificates. (a) The
Trustee acknowledges that the Securities and Contract Securities listed
in Schedule A to the Trust Indenture have been deposited with the
Trustee by the Sponsor on the date of the Trust Indenture and on the
same date the Trustee has recorded
on its books the ownership by the Sponsor of the aggregate number of
Units specified in the Trust Indenture."
(b) The number of Units may be increased through a split of the Units or
decreased through a reverse split thereof, as directed in writing by the Sponsor
at any time when the Sponsor is the only beneficial holder of Units, which
revised number of Units shall be recorded by the Trustee on its books. The
Trustee shall be entitled to rely on the Sponsor's direction as certification
that no person other than the Sponsor has a beneficial interest in the Units and
the Trustee shall have no liability to any person for action taken pursuant to
such direction.
(c) The Trustee hereby agrees that on the date of any creation of
Additional Units, it shall acknowledge that the additional Securities, and/or
cash in respect thereof, have been deposited with it by recording on its books
the ownership by the Sponsor of the number of Additional Units issued in respect
of such additional Securities and/or cash.
(d) Units shall be held in uncertificated form unless the Trust Indenture
provides otherwise and the Prospectus so indicates.
DD. The third paragraph of Section 10.01 is deleted in its entirety and the
following text shall be inserted in its place:
"The Trustee shall furnish written notification of the substance of
any material amendment promptly after the execution thereof to each
Unitholder then of record. Notice of other amendments shall be
included in the annual report described in Section 3.05."
EE. The Trustee's address for notices under Section 10.06 is:
Xxxxxxx Tower
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
FF. The Sponsor's address for notices under Section 10.06 is:
UBS Financial Services Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxxx Xxxxx
IN WITNESS WHEREOF, UBS Financial Services Inc. has caused this Trust
Indenture and Agreement to be executed by one of its First 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 FINANCIAL SERVICES INC.
as Depositor and Sponsor
SEAL
By ______________________
First Vice President
Attest:
Secretary
STATE OF NEW YORK)
:ss.:
COUNTY OF NEW YORK)
On this 25th day of September, 2003 before me personally appeared Xxxxxxxxx
Xxxxx, to me known, who being by me duly sworn, said that she is a First Vice
President of UBS Financial Services 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.
By ______________________
Notary Public
INVESTORS BANK & TRUST COMPANY
SEAL
Attest:
By ___________________
Title:
SCHEDULE A TO TRUST INDENTURE
THE UBS PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 28
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, SEPTEMBER 25, 2003
COST OF
SECURITIES
NAME OF SECURITY COUPON MATURITY VALUE MATURITY DATE TO TRUST(2)
---------------- ------ -------------- ------------- -----------
U.S. Treasury Interest
Payments (3) (52.79%) ......... 0% $1,000,000 May 15, 2017 $ 502,872.00
COMMON STOCKS (47.21%) (1)
COST OF
PRIMARY INDUSTRY SOURCE AND NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
-------------- ------ -----------
Aerospace/Defense (2.33%)
Lockheed Xxxxxx Corporation ............................... 250 $ 11,275.00
United Technologies Corporation ........................... 140 10,953.60
Beverages (2.36%)
Anheuser-Xxxxx Companies, Inc. ............................ 220 11,158.40
PepsiCo, Inc. ............................................. 250 11,322.50
Biotechnology (1.17%)
Amgen Inc.* ............................................... 170 11,179.20
Cable TV (1.16%)
Comcast Corporation* ...................................... 360 11,026.80
Chemicals (2.31%)
The Dow Chemical Company .................................. 340 11,118.00
E.I. du Pont de Nemours and Company ....................... 270 10,875.60
Computers--Hardware/Software (4.80%)
Dell Inc.* ................................................ 340 11,526.00
Hewlett-Packard Company ................................... 560 11,177.60
International Business Machines Corporation (IBM) ......... 130 11,622.00
Microsoft Corporation ..................................... 400 11,380.00
Cosmetics & Toiletries (1.16%)
The Procter & Xxxxxx Company .............................. 120 11,084.40
Diversified Manufacturing Operations (3.71%)
3M Co. .................................................... 90 12,703.10
General Electric Company .................................. 370 11,399.70
Honeywell International Inc. .............................. 420 11,209.80
E-Commerce/Services (1.21%)
eBay Inc.* ................................................ 210 11,499.60
Electric (1.18%)
The Southern Company ...................................... 390 11,196.90
Electronics/Semi-Conductor (1.17%)
Intel Corporation ......................................... 400 11,104.00
Financial Institutions/Banks (8.20%)
Bank of America Corporation ............................... 140 10,976.00
Citigroup Inc. ............................................ 240 11,167.20
Fifth Third Bancorp ....................................... 200 11,314.00
X.X. Xxxxxx Xxxxx & Co. ................................... 310 10,809.70
Xxxxxxx Xxxxx & Co., Inc. ................................. 210 11,482.80
Washington Mutual, Inc. ................................... 290 11,246.20
Xxxxx Fargo & Company ..................................... 220 11,162.80
SCHEDULE A TO TRUST INDENTURE (CONTINUED)
THE UBS PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 28
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, SEPTEMBER 25, 2003
COST OF
PRIMARY INDUSTRY SOURCE AND NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
----------------------------------------------- ----------- ---------------
Insurance--Brokers (1.17%)
Xxxxx & XxXxxxxx Companies, Inc. ........... 230 $ 11,115.90
Insurance--Healthcare (1.18%)
UnitedHealth Group Incorporated ............ 230 11,281.50
Insurance--Multi-Line (1.16%)
American International Group, Inc. ......... 190 11,020.00
Medical Products (1.19%)
Xxxxxxx & Xxxxxxx .......................... 230 11,373.50
Multimedia (1.18%)
Viacom Inc.--Class B* ...................... 290 11,260.70
Networking Products (1.17%)
Cisco Systems, Inc.* ....................... 550 11,159.50
Oil/Gas (3.50%)
Apache Corporation ......................... 160 11,054.40
Exxon Mobil Corporation .................... 300 11,070.00
Schlumberger Limited ....................... 220 11,204.60
Pharmaceutical (2.36%)
Pfizer Inc. ................................ 360 11,124.00
Wyeth ...................................... 240 11,340.00
Retail--Building Products (1.19%)
The Home Depot, Inc. ....................... 350 11,340.00
Retail--Discount (1.19%)
Wal-Mart Stores, Inc. ...................... 200 11,324.00
Telecommunications (1.16%)
Verizon Communications Inc. ................ 340 11,084.00
------------
Total Common Stocks ........................... $ 449,723.00
------------
Total Investments ............................. $ 952,595.00
------------
----------
(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 $500,713.
(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) There was no gain or loss to the Sponsor on the Initial Date of Deposit.
* Non-income producing.
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.
