Exhibit 99.A3
AMENDMENT TO
THE UBS PAINEWEBBER EQUITY TRUST
ABCS TRUST SERIES 1
AND SUBSEQUENT SERIES OF UBS PAINEWEBBER EQUITY TRUST
STANDARD TERMS AND CONDITIONS OF TRUST
DATED AS OF JULY 1, 1998, AS AMENDED
BETWEEN
UBS PAINEWEBBER INC., AS SPONSOR,
AND
INVESTORS BANK & TRUST COMPANY, AS TRUSTEE
This Amendment (the "Amendment Agreement") dated as of January 22,
2003 between UBS PaineWebber Inc., as sponsor (the "Sponsor"), and
Investors Bank & Trust Company, as trustee (the "Trustee") amends the
document entitled "The UBS PaineWebber Equity Trust, ABCs Trust Series 1, and
Subsequent Series of UBS PaineWebber Equity Trust Standard Terms and
Conditions of Trust, dated as of July 1, 1998 (and amended as of June 24,
2002), between PaineWebber Inc., as Sponsor, and Investors Bank & Trust
Company, as Trustee" (hereinafter the "Standard Terms").
WITNESSETH THAT:
WHEREAS, the parties hereto have entered into the Standard Terms to
facilitate the creation of the UBS PaineWebber Equity Trust and various unit
investment trusts thereunder; and
WHEREAS, the parties hereto desire to amend the Standard Terms to
change the name of the Trust and to specifically provide that brokerage
services may be provided to the Trusts by the Trustee or affiliates of the
Trustee, as more fully set forth below;
WHEREAS, pursuant to Section 10.01(a)(5) of the Standard Terms, the
Standard Terms may be amended from time to time by the Sponsor and the
Trustee without the consent of any of the Unitholders to make such provisions
as shall not materially adversely affect the interests of the Unitholders;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the Sponsor and the Trustee agree as follows:
1. The Trust shall be called "Equity Opportunity Trust", and all
references to the Trust or to UBS PaineWebber Equity Trust in the Standard Terms
are hereby amended accordingly.
2. The last sentence of Section 2.02(c)(3) of the Standard Terms is
hereby amended to read as follows:
Brokerage commissions, if any, with respect to the Trustee's
purchase of additional securities in accordance with such Sponsor's
instructions may be paid to the Sponsor or its affiliates or to the
Trustee or its affiliates, and shall be an expense borne by the
Trust.
3. Section 5.02(h) of the Standard Terms is hereby amended by adding,
after the words "the Sponsor and its affiliates" the words: "and the Trustee and
its affiliates."
4. Section 8.01(k) of the Standard Terms is hereby amended in its
entirety by replacing it with the following:
(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.
5. 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.
6. Pursuant to Section 10.01 of the Standard Terms, the parties hereby
agree that paragraphs (1) through (5) of this Amendment Agreement are made in
compliance with the provisions of Section 10.01(a) thereof and that the parties
hereto have determined in good faith that the changes contained in this
Amendment Agreement will not materially adversely affect the interests of
Unitholders.
7. Pursuant to Section 10.01(c) of the Standard Terms, notice of this
Amendment Agreement will be promptly furnished to each Unitholder of record. To
satisfy this requirement, notice will either be included in each Trust's annual
report to Unitholders described in Section 3.05 of the Standard Terms, which is
expected to be mailed or delivered to Unitholders within two weeks of the
execution of this amendment, or with respect to any Trust for which an annual
report is not required pursuant to such Section 3.05, be promptly mailed or
delivered to Unitholders.
8. Except as amended hereby, the Standard Terms now in effect is in all
respects ratified and confirmed hereby and this Amendment Agreement and all of
its provisions shall be deemed to be a part of the Standard Terms.
9. This Amendment Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed on the date hereof.
UBS PAINEWEBBER INC.,
as Sponsor
By: ______________________________
Title: Equity Division Business Manager
ATTEST: ________________
TITLE:
INVESTORS BANK & TRUST COMPANY,
as Trustee
By: ______________________________
Title: Director
ATTEST: ________________
TITLE:
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the 22nd day of January in the year 2003 before me personally came
Xxxxxxxxx Xxxxx Xxxxxxx to me known, who, being by me duly sworn, did depose and
say that she is the Equity Division Business Manager of UBS PaineWebber Inc.,
the corporation described in and which executed the above instrument; and that
she signed her name thereto by like authority.
_________________________________
Notary Public
COMMONWEALTH OF MASSACHUSETTS )
: ss.:
COUNTY OF Suffolk )
----------------
On the 22nd day of January in the year 2003 before me personally came
Xxxxx Xxxxxxx to me known, who, being by me duly sworn, did depose and say that
he is a Director of Investors Bank & Trust Company, the bank and trust company
described in and which executed the above instrument; and that he signed his
name thereto by like authority.
_________________________________
Notary Public
