Exhibit 99.A2
THE PAINEWEBBER EQUITY TRUST,
ABCs TRUST SERIES 4
TRUST INDENTURE AND AGREEMENT
Dated as of February 25, 2000
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 February 25, 2000,
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 fourth ABCs 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 such 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, ABCs Trust
Series 4".
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 June 10, 2000 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 June 25, 2000, and quarterly thereafter with respect to
Income Account Distributions (the "Income Account Distribution Dates") and shall
mean June 25, 2000 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 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 market value of the Securities initially 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 March 30, 2001. 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 March
15, 2001.
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 $.05 per Unit outstanding.
I. 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.
J. The Trust hereby elects to make available a Reinvestment Plan for
this Series.
K. Units of this Trust shall not be held in certificated form.
L. An annual report for this Trust shall be provided to Unitholders for
calendar year 2000.
M. 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.
N. The Units of this Trust shall be subject to a Deferred Sales Charge
in an amount, and that shall be paid in the manner, set forth in the Prospectus.
O. The Exchange Notification Date shall be February 26, 2001.
P. The Special Redemption Date shall be February 27, 2001.
Q. The Special Liquidation Period shall be February 26, 2001 through
March 2, 2001.
R. For purposes of this Trust, the Trustee shall act as Distribution
Agent.
S. The Sponsor's Initial Costs are estimated to be $.020 per Unit.
T. The Trust may receive Supplemental Deposits and issue Additional
Units in accordance with Section 2.02(c).
U. The Trustee address for notices under Section 10.06 is:
Xxxxxxx Towers
000 Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
V. The Trust shall be designated as an Exchange Series pursuant to
Section 5.03.
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 25th day of February, 2000 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
ABCS TRUST SERIES 4
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, FEBRUARY 25, 2000
COMMON STOCKS (1)
PRIMARY INDUSTRY SOURCE AND NUMBER OF COST OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)(3)
-------------- ------ --------------
Beverages (4.78%)
The Coca-Cola Company 950 $ 47,321.88
Biotechnology (4.76%)
Amgen Inc.* 650 47,165.63
Broadcast Services (4.73%)
Clear Channel Communications, Inc.* 580 46,798.75
Computers--Hardware/Software (14.23%)
Electronic Data Systems Corporation 710 47,303.75
Gateway Inc.* 640 47,240.00
Microsoft Corporation* 490 46,427.50
Containers--Paper/Plastic (4.77%)
Smurfit-Stone Container Corporation* 3,400 47,175.00
E-Commerce (4.82%)
Xxxxxxxxx.xxx Incorporated* 840 47,670.00
Energy (4.76%)
El Paso Energy Corporation 1,350 47,081.25
Financial Institutions/Banks (4.80%)
Xxxxxxx Mac 1,170 47,531.25
Foods--Miscellaneous/Diversified (4.75%)
General Xxxxx, Inc. 1,420 47,037.50
Insurance--Multi-Line (4.75%)
XL Capital Ltd. 1,180 46,978.75
Internet Software (9.56%)
America Online, Inc.* 780 46,946.23
Exodus Communications, Inc.* 350 47,709.38
Medical Information Systems (4.75%)
Healtheon/WebMD Corporation* 750 47,062.50
Oil/Gas (9.52%)
Anadarko Petroleum Corporation 1,660 47,206.25
Unocal Corporation 1,810 47,060.00
Retail--Bedding (4.75%)
Bed Bath & Beyond Inc.* 1,930 47,043.75
Satellite Broadcasting (4.75%)
General Motors Corporation--Class H 390 47,043.75
Telecommunications (9.52%)
MCI WorldCom, Inc.* 990 46,468.13
Nextel Communications, Inc.* 340 47,748.75
------------
TOTAL INVESTMENTS $ 990,020.00
============
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(1) All Stocks are represented entirely by contracts to purchase such Stocks.
(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.
* Non-income producing security.
