Exhibit 99.A2
EQUITY OPPORTUNITY TRUST,
VALUE SELECT TEN SERIES 2005J
TRUST INDENTURE AND AGREEMENT
Dated as of November 22, 2005
Incorporating
Standard Terms and Conditions of Trust, as amended,
Dated as of July 1, 1998,
Between
UBS FINANCIAL SERVICES INC.,
as Depositor
and
INVESTORS BANK & TRUST COMPANY
as Trustee
THIS TRUST INDENTURE AND AGREEMENT dated as of November 22, 2005 between
UBS Financial Services 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 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 Value Select Ten Series 2005J 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 and 3 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. Corporate Name Change. All references to the name "UBS
PaineWebber Inc." in the Standard Terms shall be deleted and shall be replaced
with the name "UBS Financial Services Inc.".
Section 3. Specific Terms of this Series. The following terms are hereby
agreed to
for this series of Equity Opportunity Trust, which series shall be known and
designated as "Equity Opportunity Trust, Value Select Ten Series 2005J".
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 January 10, 2006, April 10, 2006, July
10, 2006 and October 10, 2006; 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
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; the Distribution Dates with respect to Income Account Distributions
(the "Income Account Distribution Dates") shall mean January 25, 2006, April 25,
2006, July 25, 2006, October 25, 2006 and on or after the Mandatory Termination
Date, and shall mean January 25, 2006 and on or after the Mandatory Termination
Date with respect to Capital Account Distributions (the "Capital Account
Distribution Dates"). 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. (1) The Mandatory Termination Date shall be January 31, 2007.
(2) Section 9.01(b) of the Standard Terms is hereby amended by deleting the
text of such 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
Securities held in the Trust within 15 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 Securities on one date or
on a more gradual basis, (ii) to utilize program or block trades, (iii) to sell
the 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,
Securities shall be sold on a pro rata basis."
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 2005, so that the Trustee's first annual report will be furnished
to Unitholders within a reasonable period of time following calendar year 2005.
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.
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 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. 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.
Q. 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 (May, 2006) and continuing
through the twelfth (12th) month (October, 2006) of the Trust's 15-month life,
the Deferred Sales Charge per 1,000 Units shall be $15.00 for such period.
R. 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.
S. The Rollover Notification Date shall be December 18, 2006. If, however,
such specified date does not fall on a Business Day, such specified date shall
be the next Business Day immediately following such specified date.
T. The Special Redemption Rollover Date shall be December 19, 2006. If,
however, such specified date does not fall on a Business Day, such specified
date shall be the next Business Day immediately following such specified date.
U. The Special Liquidation Period shall be December 18, 2006 through
December 22, 2006. If, however, one or more of such specified dates does not
fall on a Business Day, such specified date(s) shall be the next Business Day
immediately following such specified date(s).
V. Section 5.01(a)(Y)(iii) is amended to add the phrase "and C&D Fees"
following "Initial Costs".
W. Section 5.02 (b)(1) is amended to add the phrase "and C&D Fees"
following "Initial Costs".
X. Section 5.02 (b) is amended to add the phrase "and C&D Fees" following
"Initial Costs".
Y. 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.
Z. The Trustee's address for notices under Section 10.06 is:
▇▇▇▇▇▇▇ Tower
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
AA. This Trust shall be designated as a "Rollover Series".
IN WITNESS WHEREOF, UBS Financial Services 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 FINANCIAL SERVICES INC.
as Depositor and Sponsor
SEAL By ___________________________
Corporate Vice President
Attest:
--------------------------
Secretary
STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )
On this 22nd day of November, 2005 before me personally appeared ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, to me known, who being by me duly sworn, said that he is a Corporate
Vice President of UBS Financial Services Inc., 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
EQUITY OPPORTUNITY TRUST
VALUE SELECT TEN SERIES 2005J
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, NOVEMBER 22, 2005
PRIMARY INDUSTRY SOURCE/PERCENTAGE OF AGGREGATE NUMBER OF COST OF SECURITIES
NET ASSET VALUE OF THE TRUST AND NAME OF ISSUER SHARES TO TRUST(1)(2)(3)
----------------------------------------------------- ----------- -------------------
Automobile (10.00%)
General Motors Corporation .................. 4,200 $ 99,036.00
Chemicals (9.97%)
E.I. du Pont de Nemours and Company ......... 2,300 98,693.00
Diversified Manufacturing Operations (9.98%)
General Electric Company .................... 2,730 98,826.00
Financial Institutions/Banks (20.05%)
Citigroup Inc. .............................. 2,050 99,445.50
JPMorgan Chase & Co. ........................ 2,620 99,088.40
Pharmaceuticals (19.97%)
Merck & Co. Inc. ............................ 3,250 99,027.50
Pfizer Inc. ................................. 4,540 98,699.60
Telecommunications (20.04%)
AT&T Inc.(4) ................................ 4,060 98,942.20
Verizon Communications Inc. ................. 3,130 99,440.10
Tobacco (9.99%)
Altria Group, Inc. .......................... 1,380 98,821.70
------------
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.
(4) SBC Communications Inc. acquired AT&T Corp. on November 18, 2005 and has
changed its name to AT&T Inc.