<PAGE>
Exhibit 2
(Ex. 99.A2)
THE PAINEWEBBER PATHFINDERS TRUST,
TREASURY AND GROWTH STOCK SERIES 26
TRUST INDENTURE AND AGREEMENT
Dated as of October 26, 2000
Incorporating
Standard Terms and Conditions of Trust
Dated as of July 1, 1997,
Between
PAINEWEBBER INCORPORATED,
as Sponsor
and
INVESTORS BANK & TRUST COMPANY
as Trustee
<PAGE>
THIS TRUST INDENTURE AND AGREEMENT dated as of October 26, 2000 between
PaineWebber Incorporated, 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, 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 now desire to create the Twenty-Sixth of the
aforesaid series;
NOW THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the Sponsor 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 and Conditions of Trust
are herein 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, except as provided
below in this Section 1. Unless otherwise stated, section references shall refer
to sections in the Standard Terms and Conditions of Trust.
Section 2. Specific Terms of this Series. The following terms are
hereby agreed to for this series of The PaineWebber Pathfinders Trust, which
series shall be known and designated as "The PaineWebber Pathfinders Trust,
Treasury and Growth Stock Series 26".
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.
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(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.
C. The term "Record Date" shall mean December 10, 2000 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 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, 2000.
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 November 30, 2012. The date
on which the Trustee shall begin to sell equity Securities in accordance with
Section 9.01 shall be November 1, 2000.
G. The Trustee's annual compensation as referred to in Section 8.05
shall be $.00145 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 2000, so that the Trustee's first annual report will be furnished
to Unitholders within a reasonable period of time following calendar year 2000.
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K. The Sponsor's Initial Costs are estimated to be $.002 per Unit.
L. 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)"
M. 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)".
N. 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"
O. Section 5.02 shall be amended by adding the following text to the
first sentence of the second paragraph thereof prior to the word "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".
P. Section 5.02 shall be amended by adding the following text to the
last sentence of the second paragraph thereof prior to the word "first":
", 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".
Q. 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
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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."
R. 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.
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T. 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."
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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 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
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Senior Vice President
Attest:
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Secretary
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STATE OF NEW YORK)
:ss.:
COUNTY OF NEW YORK)
On this 26th day of October, 2000 before me personally appeared Robert
E. Holley, 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.
By
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Notary Public
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INVESTORS BANK & TRUST COMPANY
SEAL
Attest:
By
----------------------------------
Title:
----------------------------------
Title:
<PAGE>
SCHEDULE A
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 26
SCHEDULE OF INVESTMENTS
AS OF INITIAL DATE OF DEPOSIT, OCTOBER 26, 2000
<TABLE>
<CAPTION>
COST OF
SECURITIES
NAME OF SECURITY COUPON MATURITY VALUE MATURITY DATE TO TRUST(2)
---------------- ------ -------------- ------------- -----------
<S> <C> <C> <C> <C>
U.S. Treasury Interest
Payments (3) (52.05%) ......... 0% $1,000,000 November 15, 2012 $495,860.00
</TABLE>
COMMON STOCKS (47.95%) (1)
<TABLE>
<CAPTION>
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
-------------- ------ -----------
<S> <C> <C>
Beverages (1.22%)
PepsiCo, Inc. ............................................. 240 $ 11,640.00
Biotechnology (1.22%)
Amgen Inc.* ............................................... 170 11,666.25
Chemicals (1.21%)
E.I. du Pont de Nemours and Company ....................... 270 11,508.75
Computers--Hardware/Software (6.06%)
Dell Computer Corporation* ................................ 440 11,385.00
International Business Machines Corporation (IBM) ......... 130 11,383.13
Microsoft Corporation* .................................... 190 11,637.50
Oracle Corporation* ....................................... 330 11,343.75
Sun Microsystems, Inc.* ................................... 110 11,948.75
Cosmetics & Toiletries (1.18%)
Kimberly-Clark Corporation ................................ 180 11,283.75
Diversified Manufacturing Operations (2.44%)
Minnesota Mining and Manufacturing Company (3M) ........... 130 11,716.25
Tyco International Ltd. ................................... 210 11,510.63
Electric (1.23%)
Duke Energy Corporation ................................... 140 11,716.25
Electronics/Semi-Conductor (2.42%)
Intel Corporation ......................................... 280 11,567.50
Texas Instruments Incorporated ............................ 270 11,508.75
Fiber Optics (1.19%)
JDS Uniphase Corporation* ................................. 160 11,360.00
Financial Institutions/Banks (7.18%)
Bank of America Corporation ............................... 260 11,456.25
Citigroup Inc. ............................................ 230 11,643.75
Fannie Mae ................................................ 150 11,212.50
Fifth Third Bancorp ....................................... 220 11,302.50
FleetBoston Financial Corporation ......................... 330 11,405.63
Merrill Lynch & Co., Inc. ................................. 180 11,407.50
Insurance--Multi-Line (1.15%)
American International Group, Inc. ........................ 110 10,931.25
</TABLE>
<PAGE>
THE PAINEWEBBER PATHFINDERS TRUST
TREASURY AND GROWTH STOCK SERIES 26
SCHEDULE OF INVESTMENTS (CONTINUED)
AS OF INITIAL DATE OF DEPOSIT, OCTOBER 26, 2000
<TABLE>
<CAPTION>
COST OF
NUMBER OF SECURITIES
NAME OF ISSUER SHARES TO TRUST(2)
-------------- ------ -----------
<S> <C> <C>
Internet Software (1.23%)
America Online, Inc.* .................. 250 $ 11,752.45
Medical Products (2.34%)
Baxter International Inc. .............. 140 11,042.50
Johnson & Johnson ...................... 120 11,272.50
Multimedia (1.19%)
Viacom Inc.*--Class B .................. 210 11,326.88
Networking Products (1.22%) .............
Cisco Systems, Inc.* ................... 230 11,643.75
Oil/Gas (3.56%)
Exxon Mobil Corporation ................ 130 11,334.38
Royal Dutch Petroleum Company+ ......... 190 11,293.13
Schlumberger Limited ................... 150 11,296.88
Pharmaceutical (3.55%)
Merck & Co., Inc. ...................... 130 11,350.63
Pfizer Inc. ............................ 250 11,250.00
Schering-Plough Corporation ............ 210 11,235.00
Pipelines (1.20%)
Enron Corp. ............................ 150 11,418.75
Retail--Building Products (1.15%)
Lowe's Companies, Inc. ................. 270 10,935.00
Retail--Discount (1.22%)
Wal-Mart Stores, Inc. .................. 250 11,484.38
Telecommunications (4.79%)
Nortel Networks Corporation ............ 250 11,218.75
SBC Communications Inc. ................ 210 11,510.63
Verizon Communications ................. 230 11,471.25
WorldCom, Inc.* ........................ 450 11,362.50
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TOTAL COMMON STOCKS .................. $456,735.00
-----------
TOTAL INVESTMENTS .................... $952,595.00
===========
</TABLE>
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(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 $493,840.
(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) The gain to the Sponsor on the Initial Date of Deposit is $253.
* Non-income producing.
+ 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.)
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.
