-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vp0q9kIgVfE5RIXI1XbdfcyZdte2tTEAvmm+ujWg/WpiyCIsL1xux/xMoIlws5ek R48n04I9SoRypxMMif7yOQ== 0000947871-03-002738.txt : 20031217 0000947871-03-002738.hdr.sgml : 20031217 20031217171629 ACCESSION NUMBER: 0000947871-03-002738 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH DEPOSITOR INC INDEXPLUS TRUST SERIES 2003-1 CENTRAL INDEX KEY: 0001267332 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-31941 FILM NUMBER: 031060626 BUSINESS ADDRESS: STREET 1: WORLD FINANCIAL CENTER CITY: NEW YORK STATE: NY ZIP: 10281 8-A12B 1 f8a12b_121603-indexplus.txt REGISTRATION OF CERTAIN CLASSES OF SECURITIES FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MERRILL LYNCH DEPOSITOR, INC. (Exact name of registrant as specified in its charter) Delaware 13-3891329 (State of incorporation or organization) (I.R.S. Employer Identification No.) World Financial Center, New York, New York 10281 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered INDEXPLUS Trust The American Stock Exchange Certificates Series 2003-1 (the "Certificates") If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [x] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration file number to which this form relates: 333-88166-10 Securities to be registered pursuant to Section 12(g) of the Act: None INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The description of the Certificates to be registered hereunder is set forth under the captions entitled: "Description of the Trust Certificates"; and "United States Federal Income Tax Consequences" in the registrant's prospectus supplement dated December 11, 2003 (the "Prospectus Supplement"), and "Description of the Certificates" in the registrant's prospectus dated October 24, 2002 (the "Prospectus"), which descriptions are incorporated herein by reference. The registrant filed the Prospectus and Prospectus Supplement with the Securities and Exchange Commission (the "SEC") on December 15, 2003 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended. Item 2. Exhibits 1. Amended and Restated Certificate of Incorporation of the registrant is set forth as Exhibit 3.1 to the registrant's Registration Statement on Form S-3 (Registration No. 333-29015, dated September 17, 1997) (the "Registration Statement") and is incorporated herein by reference. 2. By-laws of the registrant are set forth as Exhibit 3.2 to the Registration Statement and are incorporated herein by reference. 3. Standard Terms for Trust Agreements dated February 20, 1998 (the "Standard Terms") are set forth as Exhibit 4.1 to the Form 8-K dated February 20, 1998 and filed by the registrant with the SEC on February 27, 1998 and are incorporated herein by reference. 4. Form of INDEXPLUS Trust Series 2003-1 Series Supplement (the "Series Supplement") to the Standard Terms. 5. Form of the Certificate. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. MERRILL LYNCH DEPOSITOR, INC. Date: December 16, 2003 By: /s/ Barry Finkelstein --------------------------------- Name: Barry N. Finkelstein Title: President EX-4 3 ex4_121603-indexplus.txt SERIES SUPPLEMENT Exhibit 4 INDEXPLUS TRUST CERTIFICATES SERIES 2003-1 SERIES SUPPLEMENT between MERRILL LYNCH DEPOSITOR, INC., as Depositor, and THE BANK OF NEW YORK, as Trustee and Securities Intermediary Dated as of December 17, 2003 Table of Contents ----------------- Page ---- Section 1. Incorporation of Standard Terms....................................1 Section 2. Definitions........................................................1 Section 3. Designation of Trust Certificates and Calculation Agent............6 Section 4. Satisfaction of Conditions to Initial Execution and Delivery of Trust Certificates.............................................7 Section 5. Distributions......................................................7 Section 6. Trustee's Fees.....................................................9 Section 7. Optional Exchange.................................................10 Section 8. Miscellaneous.....................................................11 Section 9. Notices .......................................................12 Section 10. Governing Law....................................................13 Section 11. Counterparts.....................................................13 Section 12. Termination of the Trust.........................................13 Section 13. Sale or Redemption of any of the Underlying Securities...........13 Section 14. Amendments.......................................................14 Section 15. Voting of Underlying Securities, Modification of Indenture.......14 Section 16. Nonpetition Covenant.............................................15 Section 17. Amendments to Standard Terms.....................................15 SERIES SUPPLEMENT, dated as of December 17, 2003 (this "Supplement"), by and between MERRILL LYNCH DEPOSITOR, INC., a Delaware corporation, as Depositor, and THE BANK OF NEW YORK, a New York corporation, as Trustee and Securities Intermediary. W I T N E S S E T H: WHEREAS, the Depositor desires to create the Trust designated herein (the "Trust") by executing and delivering this Supplement, which shall incorporate the terms of the Standard Terms for Trust Agreements, dated as of February 20, 1998 (the "Standard Terms" and, together with this Supplement, the "Trust Agreement"), by and between the Depositor and the Trustee and Securities Intermediary, as modified by this Supplement; WHEREAS, the Depositor desires to deposit the Underlying Securities set forth on Schedule I attached hereto into the Trust; WHEREAS, in connection with the creation of the Trust and the deposit therein of the Underlying Securities, it is desired to provide for the issuance of the Certificates evidencing undivided interests in the Trust; WHEREAS, the Trustee has joined in the execution of the Standard Terms and this Supplement to evidence the acceptance by the Trustee of the Trust; and WHEREAS, the Securities Intermediary has joined in the execution of the Standard Terms and this Supplement to evidence the acceptance by the Securities Intermediary of its obligations thereunder and hereunder; NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants expressed herein, it is hereby agreed by and between the Depositor and the Trustee and Securities Intermediary as follows: Section 1. Incorporation of Standard Terms. All of the provisions of the Standard Terms, a copy of which is attached hereto as Exhibit A, are hereby incorporated herein by reference in their entirety, and this Supplement and the Standard Terms shall form a single agreement among the parties. In the event of any inconsistency between the provisions of this Supplement and the provisions of the Standard Terms, the provisions of this Supplement will control with respect to the transactions described herein. Section 2. Definitions. (a) Except as otherwise specified herein or as the context may otherwise require, the following terms shall have the respective meanings set forth below for all purposes under this Supplement (Section 2(b) hereof sets forth terms listed in the Standard Terms that are not applicable to this Series). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Standard Terms. "Authorized Denomination": an aggregate stated amount of Certificates that when exchanged for the Underlying Securities in accordance with the terms of Section 7 will not cause the Trustee to be required to deliver any fractional Underlying Securities. "Available Funds": For any Distribution Date, the sum of all amounts received on or with respect to the Underlying Securities. "Business Day": Any day that is not a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in The City of New York are authorized or obligated by law, regulation or executive order to close and that also is specified as a Business Day with respect to the Underlying Securities. "Calculation Agent": Merrill Lynch & Co. "Certificate Principal Balance": On the Closing Date, $37,500,000; and on any date thereafter, an amount equal to the initial Certificate Principal Balance less any reductions in the principal amount of the Underlying Securities. For purposes of calculating the Certificate Principal Balance, the principal amount of any Underlying Securities with respect to which a Removal Event has occurred shall be deemed to be zero. The Certificate Principal Balance will be made available in reports sent to Certificateholders upon any reduction thereof. The Certificate Principal Balance for any individual Certificateholder will be such Certificateholder's pro rata portion of the outstanding Certificate Principal Balance. "Certificates": The trust certificates issued by the Trust in a stated amount of $25 per trust certificate, the holders of which are entitled to receive (i) on each Interest Distribution Date, distributions at a rate of 6.0518% per annum on the stated amount of the Certificates as adjusted on the occurrence of any Pass-Through Rate Adjustment Event, (ii) on each Scheduled Principal Distribution Date, principal payments on the applicable Underlying Security, (iii) a cash distribution of the principal amount of any remaining Underlying Securities on the Final Scheduled Distribution Date, and (iv) such other distributions as described herein. "Closing Date": December 17, 2003. "Collection Period": With respect to each Interest Distribution Date except the first Interest Distribution Date, the period beginning on the most recent Interest Distribution Date, inclusive, and ending on the next Interest Distribution Date (not including that Interest Distribution Date); and, with respect to the first Interest Distribution Date, the period beginning on the Cut-off Date (including the Cut-off Date) and ending on the next Interest Distribution Date (not including that Interest Distribution Date), provided that this clause shall be subject to Section 8(c) hereof. "Corporate Trust Office": The office of the Trustee located at 100 Church Street, 8th Floor, New York, NY 10286, Attention: Corporate Trust Department; provided, however, that the office at which certificated securities are delivered for registration of transfer, cancellation or exchange shall be the office of the Trustee, located at 100 Church Street, 8th Floor, New York, NY 10286. "Credit Event": means the occurrence of any of the following (i) a Payment Default with respect to an Underlying Security has occurred, (ii) the initiation by an Underlying Securities Issuer of any proceeding seeking a judgment of insolvency or 2 bankruptcy or seeking relief under bankruptcy or insolvency laws or similar laws affecting creditors' rights, (iii) the passage of thirty calendar days since the day upon which any person or entity other than an Underlying Securities Issuer initiates any proceedings against the Underlying Security Issuer seeking a judgment of insolvency or bankruptcy or seeking relief under bankruptcy or insolvency laws or similar laws affecting creditor's rights and such proceedings have not been dismissed prior to such thirtieth day, (iv) the maturity date of an Underlying Security has been extended, or (v) the interest rate on any Underlying Security has been reduced. "Cut-off Date": December 17, 2003. "Depository": The Depository Trust Company, its nominees and their respective successors. "Distribution Date": Any Interest Distribution Date, Scheduled Principal Distribution Date or Underlying Securities Redemption Distribution Date. "Event of Default": An event of default under the terms of an Underlying Security or an instrument governing an Underlying Security. "Final Scheduled Distribution Date": May 15, 2033 (or, if such date is not a Business Day, the next succeeding Business Day). "Interest Distribution Date": Each June 20 and December 20 commencing from the Cut-off Date and ending on the Final Scheduled Distribution Date and the maturity date of each Underlying Security. "Market Agent": Merrill Lynch & Co. "Optional Exchange Date": any six-month anniversary of the Closing Date (as designated pursuant to Section 7 hereof). "Ordinary Expenses": The compensation due to the Trustee for Ordinary Expenses as defined in the Standard Terms, which, with respect to Ordinary Expenses other than those referred to in clause (iii) of such definition and other than the costs of converting to EDGAR format the periodic reports required for the Trust under the Exchange Act, shall be as set forth in a separate agreement between the Trustee and the Depositor. "Pass-Through Rate": The per annum interest rate on the trust certificates applicable during the interest accrual period related to an Interest Distribution Date. The Pass-Through Rate will initially be equal to 6.0% (except for the distribution on [June 20, 2004] which will be made at a pass-through rate of [ ]%), until a Pass-Through Rate Adjustment Event has occurred, in which case the Pass-Through Rate shall be recalculated by the Calculation Agent so that the adjusted Pass-Through Rate will be equal to: 3 (i) the aggregate principal amount of the Underlying Securities after giving effect to any distribution of principal resulting from such Pass-Through Rate Adjustment Event multiplied by the weighted average interest rate of the Underlying Securities after giving effect to any distribution of principal resulting from such Pass-Through Rate Adjustment Event, divided by (ii) the Certificate Principal Balance after giving effect to the distribution of principal resulting from such Pass-Through Rate Adjustment Event. "Pass-Through Rate Adjustment Event": (i) A reduction of the aggregate principal amount of the Underlying Securities resulting from the occurrence of a Scheduled Principal Distribution Date, a redemption of Underlying Securities by the related Underlying Securities Issuer or a sale on distribution of Underlying Securities after the occurrence of a Removal Event, or (ii) the incurrence by the Trust of Extraordinary Trust Expenses. "Payment Default": (i) A default by an Underlying Securities Issuer in the payment of any amount due on the applicable Underlying Security after the same becomes due and payable and any applicable grace period set forth in the indenture related to such Underlying Security has expired, or (ii) the acceleration of the maturity of the Underlying Securities pursuant to the terms of the Underlying Securities or the instrument governing the Underlying Securities and the failure to pay 100% of the accelerated amount on the date of accelerated maturity. "Prepaid Ordinary Expenses": Zero (0). "Prospectus Supplement": The Prospectus Supplement dated December 11, 2003 relating to the Certificates. "Rating Agency": Moody's and Fitch. "Record Date": The Business Day immediately preceding each Distribution Date. "Removal Event": With respect to any Underlying Security, (i) any Underlying Securities Issuer of such Underlying Securities representing 10% or more of the aggregate principal amount of all Underlying Securities ceases to file periodic reports with the Securities and Exchange Commission under the Exchange Act or (ii) the occurrence of a Credit Event with respect to such Underlying Security or its Underlying Securities Issuer. "Sale Instruction": has the meaning set forth in Section 5(d). "Scheduled Principal Distribution": With respect to any Scheduled Principal Distribution Date, the amount of principal due to the Trustee as holder of the related Underlying Security. 4 "Scheduled Principal Distribution Date": The maturity date of an Underlying Security and the Final Scheduled Distribution Date. "Series": INDEXPLUS Trust Certificates Series 2003-1. "Underlying Securities": The securities issued by each Underlying Securities Issuer, as described in Schedule I hereto. "Underlying Securities Indenture": As set forth in Schedule I. "Underlying Securities Issuer": As set forth in Schedule I. "Underlying Securities Redemption Distribution Date": the date on which the Trustee receives payment for either a redemption of an Underlying Security in accordance with its terms or a sale of securities pursuant to Section 5(c), provided, however, that if the Trustee receives such payment after 10:00 A.M. (Eastern Standard Time) on such date, the Underlying Securities Redemption Distribution Date shall be on the next succeeding Business Day. (b) The terms listed below are not applicable to this Series. "Accounting Date" "Administration Account" "Administration Agreement" "Administrative Agent" "Administrative Agent Termination Event" "Advance" "Call Price" "Call Right" "Call Terms" "Callable Series" "Credit Support" "Credit Support Instrument" "Credit Support Provider" "Eligible Account" 5 "Eligible Expense" "Eligible Investments" "Exchange Rate Agent" "Floating Pass-Through Rate" "Letter of Credit" "Limited Guarantor" "Limited Guaranty" "Notional Amount" "Reserve Account" "Requisite Reserve Amount" "Sale Procedures" "Retained Interest" "Surety Bond" "Swap Agreement" "Swap Counterparty" "Swap Distribution Amount" "Swap Guarantee" "Swap Guarantor" "Swap Receipt Amount" "Swap Termination Payment" Section 3. Designation of Trust Certificates and Calculation Agent. (a) The Trust created hereby shall be known as the "INDEXPLUS Trust Series 2003-1." The Certificates evidencing certain undivided ownership interests therein shall be known as the "INDEXPLUS Trust Certificates Series 2003-1." (b) Merrill Lynch & Co. is hereby appointed as Calculation Agent. The Calculation Agent shall be responsible for the recalculation of the Pass-Through Rate and the Certificate Principal Balance upon notification from the Trustee that a Pass-Through Rate Adjustment Event has occurred. The Calculation Agent shall notify the Trustee in writing of the 6 amount of any recalculated Certificate Principal Balance and Pass-Through Rate within five days after receipt of such notice but no later than two Business Day prior to the next Distribution Date. (c) The Trustee shall notify Certificateholders and the Rating Agency in writing of the amount of any recalculated Certificate Principal Balance and Pass-Through Rate within two days of receiving notice from the Calculation Agent in accordance with paragraph (b) above. (d) The Certificates shall be held through the Depository in book-entry form and shall be substantially in the form attached hereto as Exhibit B. The Certificates shall be issued in authorized denominations of $25 and integral multiples thereof. Except as provided in the Standard Terms, the Trust shall not issue additional Certificates or incur any indebtedness; provided, however, that, from time to time, upon obtaining prior written confirmation by each Rating Agency that such action will not result in a downgrading or withdrawal of its rating of the Certificates, the Depositor may, without the consent of the Certificateholders, increase the number and amount of the Underlying Securities in the Trust and the Trust may issue a corresponding number of additional Certificates in accordance with Section 5.12(a) of the Standard Terms (except that clauses (vi) and (vii) of Section 5.12(a) shall not apply to this Series). (e) Any reference to the principal amount of the Certificates shall be construed as a reference to the stated amount of the Certificates, unless otherwise indicated. Section 4. Satisfaction of Conditions to Initial Execution and Delivery of Trust Certificates. The Trustee hereby acknowledges receipt, on or prior to the Closing Date, of: (i) the Underlying Securities set forth on Schedule I hereto; and (ii) all documents set forth in Section 5.12(a) of the Standard Terms except that clauses (vi) and (vii) of Section 5.12(a) shall not apply to this Series. Section 5. Distributions. (a) On each Interest Distribution Date, the Trustee shall apply the funds in the Certificate Account, solely to the extent of Available Funds in the Certificate Account, as follows: (i) first, to the Trustee, reimbursement for any approved Extraordinary Trust Expenses incurred by the Trustee in accordance with Section 6(b) hereof and approved by not less than 100% of the Certificateholders; (ii) second, subject to Section 7(a), pro rata to the Certificateholders, on each Interest Distribution Date and the Final Scheduled Distribution Date (or if the Trustee receives payment after 10:00 A.M. (Eastern Standard Time) on that date, the next Business Day) only, all payments of interest in respect of scheduled payments on the underlying securities which are not redemption or sales proceeds subject to Section 13(b) hereof, received by the Trust during the Collection Period; 7 (iii) third, pro rata to the Certificateholders, if available, any additional payments paid by any of the Underlying Securities Issuers as a result of a delay in the receipt by the Trustee of any payment on the applicable Underlying Securities; (iv) fourth, pro rata to the Certificateholders, on each Scheduled Principal Distribution Date (or if the Trustee receives payment after 10:00 A.M. (Eastern Standard Time) on that date, the next Business Day) only, a distribution of the Scheduled Principal Distribution, to the extent received by the Trust on the applicable Underlying Security or amounts paid on the Treasury Securities, in reduction of the Certificate Principal Balance; (v) fifth, pro rata to the Certificateholders, on the Final Scheduled Distribution Date (or if the Trustee receives payment after 10:00 A.M. (Eastern Standard Time) on that date, the next Business Day) only, a distribution of the remaining aggregate principal amount of any remaining Underlying Securities to the extent received by the Trust; (vi) sixth, to the extent there remain Available Funds in the Certificate Account, to any creditors of the Trust in satisfaction of liabilities thereto; and (vii) seventh, to the extent there remain Available Funds in the Certificate Account, to Merrill Lynch Capital Services, Inc., and if no Available Funds remain in the Certificate Account, then no distribution will be made pursuant to this Section 5(a)(vii). Subject to Section 8(c) hereof, to the extent Available Funds are insufficient to make any required distributions due to the Certificates on any Distribution Date, any shortfall will be carried over and will be distributed on the next Distribution Date on which sufficient funds are available on the Available Funds to pay such shortfall. Neither Merrill Lynch & Co. nor any of its Affiliates will have any claim against the Trust pursuant to Section 5(a)(vii) if the Trust fails to make a distribution on a Distribution Date to such person because no Available Funds remain in the Certificate Account on such Distribution Date. (b) On each Interest Distribution Date, commencing on June 20, 2004 and ending on the Final Scheduled Distribution Date, the Certificateholders will be entitled to receive pursuant to Section 5(a)(ii) distributions of interest payments received by the trust in respect of scheduled payments on the Underlying Securities, which are not redemption or sale proceeds subject to Section 13(b) hereof, that will initially be at a rate of 6.0518% per annum, as adjusted by the occurrence of a Pass-Through Rate Adjustment Event, on the stated amount of the Certificates. Any amounts received by the Trustee during a Collection Period in respect of interest on any of the Underlying Securities shall be held by the Trustee in a non-interest bearing account with the Trustee until the next succeeding Interest Distribution Date. (c) On an Optional Exchange Date, the Trustee shall distribute to Merrill Lynch & Co. or any of its Affiliates, other than the Depositor, or any other Person exercising an optional exchange pursuant to Section 7 hereof, as the case may be, any applicable Underlying Securities in accordance with Section 7 hereof. 8 (d) If a Removal Event occurs, then the Trustee, within two Business Days following the receipt of written notice from the applicable Underlying Security indenture trustee or the Depositor, or its actual knowledge, of such Removal Event, will deliver to the Certificateholders, the Rating Agencies and the Depositor notice of such Removal Event and deliver written instructions ("Sale Instructions") to the Market Agent to sell the applicable Underlying Security on behalf of the Trust on or after the 30th day but in no event later than the 45th day after the date on which the Trustee receives notice of this occurrence of the Removal Event. Upon receipt of such Sale Instructions, the Market Agent shall use its reasonable efforts to sell the applicable Underlying Securities and deliver the proceeds received in connection with such sale to the Trustee for distribution to Certificateholders in accordance with each Certificateholder's Certificate Principal Balance. After completion of such sale, the Trustee shall notify the Certificateholders, Rating Agencies and the Depositor. (e) In connection with the sale of any Underlying Securities required by Section 5(d), the Market Agent will use its reasonable efforts to sell such Underlying Securities to the highest of not fewer than four solicited bidders (which bidders may include the Market Agent or any of its Affiliates); provided, however, that neither the Market Agent nor any of its Affiliates is obligated to bid for those Underlying Securities; and provided further that the Market Agent will use its reasonable efforts to solicit at least four bids from financial institutions with invested assets or assets under management of at least $50 million that are not Affiliates of the Market Agent. If, after the Market Agent determines, in its sole discretion, a sufficient period has elapsed and the Market Agent receives fewer than four bids for all or less than all of such Underlying Securities, the Calculation Agent will sell the Underlying Securities for which bids have been received to the highest bidder of the bids received. In the sole judgment of the Calculation Agent, bids may be evaluated on the basis of bids for all or a portion of the Underlying Securities to be sold or any other basis selected in good faith by the Calculation Agent. The proceeds of such sale will be distributed, pro rata, in accordance with each Certificateholder's Certificate Principal Balance by the Trustee on the date of receipt (or if the Trustee receives payments after 10:00 A.M. (Eastern Standard Time) on that date, the next Business Day). Any payments made on any Underlying Security with respect to which a Removal Event has occurred but prior to its sale pursuant to Section 5(d) and 5(e) shall be distributed, pro rata, in accordance with each Certificateholder's Certificate Principal Balance and the Trustee shall instruct the Market Agent to sell sufficient Underlying Securities to pay any fractional amounts in cash. Section 6. Trustee's Fees. (a) Payment to the Trustee of Ordinary Expenses shall be as set forth in a separate agreement between the Trustee and the Depositor. The Trustee agrees that in the event Ordinary Expenses are not paid in accordance with such agreement, it shall (i) not have any claim or recourse against the Trust or the property of the Trust with respect thereto and (ii) continue to perform all of its services as set forth herein unless it elects to resign as Trustee in accordance with Section 7.08 of the Standard Terms. (b) The Trustee shall not be obligated to incur any Extraordinary Trust Expenses unless (i) the Trustee is satisfied that it will have adequate security or indemnity in respect of such costs, expenses and liabilities, and (ii) all the Certificateholders of Certificates then outstanding have voted to require the Trustee to incur such Extraordinary Trust Expenses. If Extraordinary Trust Expenses are not approved unanimously as set forth in clause (ii) of this 9 paragraph, such Extraordinary Trust Expenses shall not be an obligation of the Trust, and the Trustee shall not file any claim against the Trust therefor, notwithstanding failure of Certificateholders to reimburse the Trustee, and Extraordinary Trust Expenses shall not be paid out of the Deposited Assets. Section 7. Optional Exchange. (a) Merrill Lynch & Co. or any of its Affiliates (other than the Depositor), if it holds Certificates, may notify the Trustee in writing not less than 30 days but not more than 60 days prior to any Optional Exchange Date, that: (i) such Person intends or Affiliated Persons intend to tender an Authorized Denomination of Certificates that it holds or they hold to the Trustee on such Optional Exchange Date in exchange for a proportional amount of Underlying Securities; (ii) such exchange will not cause the Trust or Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended; (iii) such exchange will not affect the characterization of the Trust as a "grantor trust" under the Code; and (iv) in the case of an exchange of less than all outstanding Certificates, such exchange will not cause a failure to satisfy the minimum requirements for the Certificates to remain listed on the New York Stock Exchange, unless the Person or Affiliated Persons tendering such Certificates will hold all remaining outstanding Certificates upon completion of the exchange of such Certificates pursuant to this Section 7. Upon tender of such Certificates on such Optional Exchange Date, the Trustee will deliver to the Person or Affiliated Persons tendering such Certificates (a) an amount of each of the Underlying Securities having a principal amount or, where any Underlying Securities are interest-only Treasury STRIPS, a notional amount, equal to the aggregate principal amount of such Underlying Securities or, where any Underlying Securities are interest-only Treasury STRIPS, the aggregate notional amount, then held by the Trust multiplied by the result of dividing the aggregate stated amount of Certificates being tendered by the aggregate stated amount of Certificates then outstanding, and (b) a portion of any payments received by the Trustee prior to such Optional Exchange Date in respect of the Underlying Securities and held in a non-interest bearing account pursuant to Section 5(b) pending distribution to Holders pursuant to Section 5(c) that is equal to the total amount of payments so held by the Trustee multiplied by the result of dividing the aggregate stated amount of Certificates being tendered by the aggregate stated amount of Certificates then outstanding; provided, that in no case shall the Trustee be required to deliver pursuant to this section a fractional amount of any Underlying Security. (b) The requirements set forth in paragraphs (a)(ii), (a)(v) and (a)(vi) of Section 4.07 of the Standard Terms do not apply to an Optional Exchange pursuant to this Section 7. 10 (c) Any costs associated with the exercise of the rights granted under paragraph (a) of this Section 7 will be borne by the Person or Affiliated Persons exercising such rights and not by the Trust. (d) The Trustee will be entitled to receive an Opinion of Counsel that the conditions in clauses (a)(ii), (iii) and (iv) of this Section 7 are satisfied. Section 8. Miscellaneous. (a) The provisions of Section 4.04, Advances, of the Standard Terms shall not apply to the Certificates. (b) The Certificateholders shall not be entitled to terminate the Trust or cause the sale or other disposition of any of the Underlying Securities; provided, however, that Certificateholders holding all, but not less than all, of the outstanding Certificates may exercise their rights under Section 12(b) with respect to all such Certificates. (c) If the Trustee has not received payment with respect to any Underlying Securities on or prior to the related Distribution Date, such distribution will be made promptly upon receipt of such payment. No additional amounts shall accrue on the Certificates or be owed to Certificateholders as a result of such delay; provided, however, that any additional interest owed and paid by the applicable Underlying Securities Issuer as a result of such delay shall be paid to the Certificateholders, in proportion to their respective entitlements to interest payments. (d) The outstanding principal balance of the Certificates shall not be reduced by the amount of any Realized Loss. (e) The Trust may not engage in any business or activities other than in connection with, or relating to, the holding, protecting and preserving of the Deposited Assets and the issuance of the Certificates, and other than those required or authorized by the Trust Agreement or incidental and necessary to accomplish such activities. The Trust may not issue or sell any certificates or other obligations other than the Certificates or otherwise incur, assume or guarantee any indebtedness for money borrowed. (f) The Trust may not consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to, any another entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace the Trust. (g) Except as expressly provided in the Trust Agreement, the Trust may not sell any of the Underlying Securities. (h) If the Trustee resigns or is removed as Trustee in accordance with Section 7.08 of the Trust Agreement, in addition to providing the Depositor with written notice, the Trustee shall also provide the Rating Agencies with written notice. (i) Merrill Lynch & Co. shall act as the Market Agent and shall serve in such capacity in accordance with the terms of the Market Agent Agreement attached hereto as Exhibit C. 11 (j) Notwithstanding anything in the Trust Agreement to the contrary, the Trustee may be removed upon 60 days prior written notice delivered by Certificateholders holding Certificates that represent the Required Percentage-Removal of Trustee, and such removal shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment as provided in the Trust Agreement. Section 9. Notices. (a) All directions, demands and notices hereunder or under the Standard Terms shall be in writing and shall be delivered as set forth below (unless written notice is otherwise provided to the Trustee). If to the Depositor, to: Merrill Lynch Depositor, Inc. c/o Merrill Lynch & Co. World Financial Center New York, NY 10281 Attention: Barry N. Finkelstein Telephone: (212) 449-9001 Facsimile: (212) 449-9054 If to the Trustee, to: The Bank of New York 100 Church Street 8th Floor New York, NY 10286 Attention: INDEXPLUS Trust Series 2003-1 Telephone: (212) 437-4055 Facsimile: (212) 437-6151 If to the Securities Intermediary, to: The Bank of New York 100 Church Street 8th Floor New York, NY 10286 Attention: INDEXPLUS Trust Series 2003-1 Telephone: (212) 437-4055 Facsimile: (212) 437-6151 If to the Rating Agencies, to: Moody's Investors Service, Inc. 99 Church Street New York, New York 10007 Attention: CDO/CLO Monitoring Department Telephone: cdomonitoring@moody's.com Facsimile: (212) 553-0355 12 and to: Fitch Ratings One State Street Plaza New York, NY 10004 Attention: [ ] Telephone: (212) ________ Facsimile: (212) ________ Section 10. Governing Law. This Supplement and the transactions described herein shall be construed in accordance with and governed by the law of the State of New York. Section 11. Counterparts. This Supplement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one and the same instrument. Section 12. Termination of the Trust. (a) The Trust shall terminate upon the earlier of (i) the payment in full at maturity or sale by the Trust after a Removal Event on the last remaining Underlying Securities and the distribution in full of all amounts due to the Certificateholders, (ii) the exchange of all outstanding Certificates for all of the Underlying Securities pursuant to one or more Optional Exchanges and (iii) the election by Certificateholders who hold all, but not less than all, of the outstanding Certificates to terminate the trust pursuant to Section 12(b) below. (b) Certificateholders who hold all, but not less than all, of the outstanding Certificates may, upon prior written notice to the Rating Agencies, elect to terminate the Trust at any time; provided that (based on an Opinion of Counsel) the exercise of such termination right would not cause the Trust or the Depositor to fail to satisfy the applicable requirements for exemption under Rule 3a-7 under the Investment Company Act of 1940, as amended. (c) To the extent that the provisions of this Section 12 conflict with Section 10.01 of the Standard Terms, the latter shall control. Section 13. Sale or Redemption of any of the Underlying Securities. (a) In the case of Extraordinary Trust Expenses approved by 100% of the Certificateholders, pursuant to Section 6(b) hereof, the Trustee, upon prior written notice to the Rating Agencies, shall sell all or a portion of any of the Underlying Securities to pay such Extraordinary Trust Expenses. (b) Upon receipt by the Trustee of a notice that all or a portion of an Underlying Security is to be redeemed, the Trustee shall deliver notice of such redemption to the registered Certificateholders not less than fifteen (15) days prior to the Underlying Securities Redemption Distribution Date by mail to each registered Certificateholder at such registered Certificateholder's last address on the register maintained by the Trustee; provided, however, that the Trustee shall not be required to give any notice of redemption prior to the third Business Day after the date it receives notice of such redemption. The proceeds of any redemption of Underlying Securities will be allocated and distributed by the Trustee on the Underlying Securities Redemption Distribution Date to the Certificateholders pro rata, in accordance with their respective Certificate Principal Balances as soon as practicable after the Trustee receives 13 such proceeds. The Certificate Principal Balance of the Certificates will be reduced in amount equal to the reduction in the principal amount of the Underlying Securities subject to redemption. Section 14. Amendments. Notwithstanding anything in the Trust Agreement to the contrary, in addition to the other restrictions on modification and amendment contained herein, the Trustee shall not enter into any amendment or modification of the Trust Agreement that would adversely affect in any material respect the interests of the Certificateholders without the consent of 100% of such Certificateholders; provided, however, that no such amendment or modification will be permitted if the Trustee has been advised by the Depositor that such amendment or modification would alter the status of the Trust as a "grantor trust" for federal income tax purposes. Further, no amendment shall be permitted pursuant to paragraphs (vi), (vii) and (x) of Section 11.01(a) of the Standard Terms without prior written confirmation by each Rating Agency that such amendment will not result in a downgrading or withdrawal of its rating of the Certificates. The Trustee may consult with counsel and shall be entitled to rely upon an Opinion of Counsel for purposes of determining compliance with the provisions of this Section 14. Section 15. Voting of Underlying Securities, Modification of Indenture. The Trustee, as holder of the Underlying Securities, has the right to vote and give consents and waivers in respect of the Underlying Securities as permitted by the Depository and except as otherwise limited by the Trust Agreement. In the event that the Trustee receives a request from the Depository, an Underlying Securities trustee or an Underlying Securities Issuer for its consent to any amendment, modification or waiver of the applicable Underlying Securities, the applicable Underlying Securities Indenture or any other document thereunder or relating thereto, or receives any other solicitation for any action with respect to such Underlying Securities, the Trustee shall mail a notice of such proposed amendment, modification, waiver or solicitation to each Certificateholder of record as of such date. The Trustee shall request instructions from the Certificateholders as to whether or not to consent to or vote to accept such amendment, modification, waiver or solicitation. The Trustee shall consent or vote, or refrain from consenting or voting, in the same proportion (based on the relative outstanding principal balances of the Certificates) as indicated by the Certificateholders thereof as of a date determined by the Trustee prior to the date on which such consent or vote is required; provided, however, that, notwithstanding anything in the Trust Agreement to the contrary, the Trustee shall at no time vote on or consent to any matter (i) unless such vote or consent would not (based on an Opinion of Counsel) alter the status of the Trust as a "grantor trust" for federal income tax purposes or result in the imposition of tax upon the Certificateholders, or (ii) that would alter the timing or amount of any payment on any of the Underlying Securities, including, without limitation, any demand to accelerate such Underlying Securities, except in the Event of a Default of any such Underlying Securities or an event that with the passage of time would become an Event of Default of any such Underlying Securities and with the consent of 100% of the Certificateholders, or (iii) that would result in the exchange or substitution of any of the outstanding Underlying Securities pursuant to a plan for the refunding or refinancing of such Underlying Securities except in an Event of Default and only with the consent of 100% of the Certificateholders. The Trustee shall have no liability for any failure to act resulting from Certificateholders' late return of, or failure to return, directions requested by the Trustee from the Certificateholders. 14 If an offer is made by an Underlying Securities Issuer to issue new obligations in exchange and substitution for any of the Underlying Securities, pursuant to a plan for the refunding or refinancing of such outstanding Underlying Securities or any other offer is made for any of the Underlying Securities, the Trustee shall notify the Certificateholders and the Rating Agencies of such offer promptly. The Trustee must reject any such offer unless the Trustee is directed by the affirmative vote of 100% of the Certificateholders to accept such offer and an Event of Default has occurred, the Trustee has received the tax opinion described above and if the Trustee is so directed, the Trustee shall promptly notify the Rating Agencies of such direction accompanied by evidence of the affirmative vote of such Certificateholders. If an Event of Default occurs and is continuing, and if directed by 100% of the Certificateholders, the Trustee shall vote such Underlying Securities in favor of directing, or take such other action as may be appropriate to direct, the applicable Underlying Securities trustee to declare the unpaid principal amount of such Underlying Securities and any accrued and unpaid interest thereon to be due and payable. Section 16. Nonpetition Covenant. Solely with respect to the Trust and the Series and for no other purpose, Section 11.07 of the Standard Terms is hereby deleted and replaced with the following: Section 11.07. Nonpetition Covenant. Notwithstanding any prior termination of this Trust Agreement, each of the Trustee (including any Authenticating Agent and Paying Agent) and the Depositor agrees that it shall not, until the date which is one year and one day after the termination of the INDEXPLUS Trust Series 2003-1, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of the United States, any State or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government for the purpose of commencing or sustaining a case by or against the Trust under a Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Trust or all or any part of the property or assets of such Trust or ordering the winding up or liquidation of the affairs of such Trust. Section 17. Amendments to Standard Terms. Solely with respect to the Trust and the Series and for no other purpose, the Standard Terms are hereby amended as follows: (a) Clause (iii) of Subsection (c) of Section 2.01 of the Standard Terms shall be deleted and replaced with the following: "at the time of delivery of the Underlying Securities, Depositor owns such Underlying Securities, has the right to transfer its interest in such Underlying Securities and such Underlying Securities are free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest (other than the lien created by this Trust Agreement); and" (b) Subsection (e) of Section 2.01 of the Standard Terms shall be deleted and replaced with the following: 15 "Any Trust created hereunder shall not engage in any business or activities other than in connection with, or relating to, the holding, protecting and preserving of the Deposited Assets and the issuance of the Certificates and other than those required or authorized by this Trust Agreement or incidental to and necessary to accomplish such activities. Any Trust created hereunder shall not issue or sell any certificates or other obligations other than the Certificates or otherwise incur, assume or guarantee any indebtedness for money borrowed." (c) Section 3.04 shall be deleted and replaced with the following: "This subsection has been left intentionally blank." (d) Section 3.05 shall be deleted and replaced with the following: "This subsection has been left intentionally blank." (e) Section 3.06 shall be deleted and replaced with the following: "This subsection has been left intentionally blank." (f) Section 3.07 shall be deleted and replaced with the following: "This subsection has been left intentionally blank." (g) Section 4.08 shall be deleted and replaced with the following: "This subsection has been left intentionally blank." 16 IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly executed by their respective authorized officers as of the date first written above. MERRILL LYNCH DEPOSITOR, INC., as Depositor By: ---------------------------------------- Name: Barry N. Finkelstein Title: President THE BANK OF NEW YORK, not in its individual capacity but as Trustee By: ---------------------------------------- Name: Fernando Acebedo Title: Authorized Signatory THE BANK OF NEW YORK, as Securities Intermediary By: ---------------------------------------- Name: Fernando Acebedo Title: Authorized Signatory SCHEDULE I INDEXPLUS TRUST CERTIFICATES, SERIES 2003-1 UNDERLYING SECURITIES SCHEDULE The underlying securities deposited into the trust are set forth below.
- ------------------------------------------------------------------------------------------------------------ Coupon Name of Issuer Rate Maturity Date Principal CUSIP - ------------------------------------------------------------------------------------------------------------ 1 The Boeing Company 6.125% February 15, 2033 $2,213,000 097023AU9 - ------------------------------------------------------------------------------------------------------------ 2 Citigroup Inc. 5.875% February 22, 2033 $2,213,000 172967BU4 - ------------------------------------------------------------------------------------------------------------ 3 Credit Suisse First Boston (USA), 7.125% July 15, 2032 $2,213,000 22541LAE3 Inc. - ------------------------------------------------------------------------------------------------------------ 4 DaimlerChrysler North America 8.500% January 18, 2031 $2,213,000 233835AQ0 Holding Corporation - ------------------------------------------------------------------------------------------------------------ 5 Ford Motor Company 7.450% July 16, 2031 $2,213,000 345370CA6 - ------------------------------------------------------------------------------------------------------------ 6 General Electric Capital Corporation 6.750% March 15, 2032 $2,213,000 36962GXZ2 - ------------------------------------------------------------------------------------------------------------ 7 General Motors Acceptance Corporation 8.000% November 1, 2031 $2,213,000 370425RZ5 - ------------------------------------------------------------------------------------------------------------ 8 The Goldman Sachs Group, Inc. 6.125% February 15, 2033 $2,213,000 38141GCU6 - ------------------------------------------------------------------------------------------------------------ 9 Johnson & Johnson 4.950% May 15, 2033 $2,213,000 478160AL8 - ------------------------------------------------------------------------------------------------------------ 10 The May Department Stores Company 6.900% January 15, 2032 $2,213,000 577778BQ5 (New York) - ------------------------------------------------------------------------------------------------------------ 11 Time Warner Inc. 6.625% May 15, 2029 $2,213,000 887315BN8 - ------------------------------------------------------------------------------------------------------------ 12 Valero Energy Corporation 7.500% April 15, 2032 $2,213,000 91913YAE0 - ------------------------------------------------------------------------------------------------------------ 13 Verizon Global Funding Corp. 7.750% June 15, 2032 $2,213,000 92344GAS7 - ------------------------------------------------------------------------------------------------------------ 14 Viacom Inc. 5.500% May 15, 2033 $2,213,000 925524AV2 - ------------------------------------------------------------------------------------------------------------ 15 Weyerhaeuser Company 7.375% March 15, 2032 $2,213,000 962166BR4 - ------------------------------------------------------------------------------------------------------------ 16 United States Department of Treasury 0.000% May 15, 2030 $4,305,000 912803CH4 - ------------------------------------------------------------------------------------------------------------
SCHEDULE 2 INDEXPLUS TRUST CERTIFICATES, SERIES 2003-1 SCHEDULE OF DISTRIBUTIONS The following schedule of distributions assumes that none of the Underlying Securities are redeemed, accelerated, or otherwise paid prior to their stated maturity date and that none of the Underlying Securities issuers default on their payment obligations.
Annualized Scheduled Effective Scheduled Certificate Distribution of Pass-Through Rate Distribution Principal Scheduled Distribution Dates(1) Interest (2) of Principal Balance(3) Each June 20 and December 20 from June 20, 2004 to and including December 20, 2028 $1,134,715.75 6.0518% None $37,500,000.00 May 15, 2029 None None $2,213,000.00 35,287,000.00 June 20, 2029 1,061,410.13 6.0159% None 35,287,000.00 December 20, 2029 1,061,410.13 None None 35,287,000.00 May 15, 2030 None None $4,305,000.00 30,982,000.00 June 20, 2030 1,061,410.13 6.8518% None 30,982,000.00 December 20, 2030 1,061,410.13 None None 30,982,000.00 January 18, 2031 None None $2,213,000.00 28,769,000.00 June 20, 2031 967,357.63 6.7250% None 28,769,000.00 July 16, 2031 None None $2,213,000.00 26,556,000.00 November 1, 2031 None None $2,213,000.00 24,343,000.00 December 20, 2031 796,403.38 6.5432% None 24,343,000.00 January 15, 2032 None None $2,213,000.00 22,130,000.00 March 15, 2032 None None $4,426,000.00 17,704,000.00 April 15, 2032 None None $2,213,000.00 15,491,000.00 June 15, 2032 None None $2,213,000.00 13,278,000.00 June 20, 2032 395,020.50 5.9500% None 13,278,000.00 November 15, 2032 None None $2,213,000.00 11,065,000.00 December 20, 2032 316,182.38 5.7150% None 11,065,000.00 February 15, 2033 None None $4,426,000.00 6,639,000.00 February 22, 2033 None None $2,213,000.00 4,426,000.00 May 15, 2033 None None $4,426,000.00 --
EXHIBIT A Standard Terms for Trust Agreements (begins on next page) EXHIBIT B Form of Certificate (begins on next page) EXHIBIT C Market Agent Agreement (begins on next page) EX-5 4 ex5_121603-indexplus.txt TRUST CERTIFICATE Exhibit 5 TRUST CERTIFICATE No. 1 $37,500,000 CUSIP NO. 45408V203 SEE REVERSE FOR CERTAIN DEFINITIONS UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL CERTIFICATES REPRESENTED HEREBY, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO CEDE & CO. OR BY CEDE & CO. TO DTC OR TO ANOTHER NOMINEE OF DTC OR BY DTC OR CEDE & CO. TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. THIS CERTIFICATE REPRESENTS A FRACTIONAL UNDIVIDED INTEREST IN THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE DEPOSITED ASSETS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON. THE HOLDER OF THIS CERTIFICATE SHALL HAVE NO DIRECT RIGHT TO PRINCIPAL OR INTEREST PAYMENTS IN RESPECT OF THE UNDERLYING SECURITIES. THE REGISTERED HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL LOOK SOLELY TO THE ASSETS DEPOSITED IN THE TRUST, TO THE EXTENT OF ITS RIGHTS THEREIN, FOR DISTRIBUTIONS HEREUNDER. INDEXPLUS TRUST SERIES 2003-1 1,500,000 INDEXPLUS TRUST CERTIFICATES SERIES 2003-1 $37,500,000 STATED AMOUNT TRUST CERTIFICATES ($25 STATED AMOUNT PER TRUST CERTIFICATE) evidencing a fractional undivided beneficial interest in the assets of the Trust, as defined below, initially consisting principally of $37,500,000 aggregate principal amount of the underlying securities (the "Underlying Securities") listed on the table below and all payments received thereon deposited in trust by Merrill Lynch Depositor, Inc. (the "Depositor"). THIS CERTIFIES THAT CEDE & CO. is the registered owner of a nonassessable, fully-paid, fractional undivided interest in the assets of the INDEXPLUS Trust Series 2003-1 (the "Trust") formed by the Depositor. Under the Trust Agreement, as defined below, the Certificateholders are entitled to receive on each Distribution Date until May 15, 2033 the distributions, if any, received by the Trust on the Underlying Securities. Initially, on each Interest Distribution Date, interest distributions are expected to be made at a pass-through rate of 6.0518% per annum on the Stated Amount of the Certificates, subject to adjustment as described in the Trust Agreement. The Trust was created pursuant to a Standard Terms for Trust Agreements, dated as of February 20, 1998 (the "Standard Terms"), between the Depositor and The Bank of New York, as successor to United States Trust Company of New York, a New York corporation, as Trustee (the "Trustee") and as securities intermediary (the "Securities Intermediary"), as supplemented by the INDEXPLUS Trust Certificates Series 2003-1 Series Supplement, dated as of December 17, 2003 (the "Supplement" and, together with the Standard Terms, the "Trust Agreement"), between the Depositor and the Trustee and the Securities Intermediary. This Certificate does not purport to summarize the Trust Agreement and reference is hereby made to the Trust Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee with respect hereto. A copy of the Trust Agreement may be obtained from the Trustee by written request sent to the Corporate Trust Office. Capitalized terms used but not defined herein have the meanings assigned to them in the Trust Agreement. This Certificate is one of the duly authorized Certificates designated as the INDEXPLUS Trust Certificates Series 2003-1 (herein called the "Certificates"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The property of the Trust consists of the Underlying Securities, all payments received or receivable on the Underlying Securities accrued on or after the Cut-off Date, and the other Deposited Assets, if any, all as more fully specified in the Trust Agreement. 2 THE UNDERLYING SECURITIES
- ---------------------------------------------------------------------------------------------------------- Coupon Name of Issuer Rate Maturity Date Principal CUSIP - ---------------------------------------------------------------------------------------------------------- 1 The Boeing Company 6.125% February 15, 2033 $2,213,000 097023AU9 - ---------------------------------------------------------------------------------------------------------- 2 Citigroup Inc. 5.875% February 22, 2033 $2,213,000 172967BU4 - ---------------------------------------------------------------------------------------------------------- 3 Credit Suisse First Boston (USA), 7.125% July 15, 2032 $2,213,000 22541LAE3 Inc. - ---------------------------------------------------------------------------------------------------------- 4 DaimlerChrysler North America 8.500% January 18, 2031 $2,213,000 233835AQ0 Holding Corporation - ---------------------------------------------------------------------------------------------------------- 5 Ford Motor Company 7.450% July 16, 2031 $2,213,000 345370CA6 - ---------------------------------------------------------------------------------------------------------- 6 General Electric Capital Corporation 6.750% March 15, 2032 $2,213,000 36962GXZ2 - ---------------------------------------------------------------------------------------------------------- 7 General Motors Acceptance Corporation 8.000% November 1, 2031 $2,213,000 370425RZ5 - ---------------------------------------------------------------------------------------------------------- 8 The Goldman Sachs Group, Inc. 6.125% February 15, 2033 $2,213,000 38141GCU6 - ---------------------------------------------------------------------------------------------------------- 9 Johnson & Johnson 4.950% May 15, 2033 $2,213,000 478160AL8 - ---------------------------------------------------------------------------------------------------------- 10 The May Department Stores Company 6.900% January 15, 2032 $2,213,000 577778BQ5 - ---------------------------------------------------------------------------------------------------------- 11 Time Warner Inc. 6.625% May 15, 2029 $2,213,000 887315BN8 - ---------------------------------------------------------------------------------------------------------- 12 Valero Energy Corporation 7.500% April 15, 2032 $2,213,000 91913YAE0 - ---------------------------------------------------------------------------------------------------------- 13 Verizon Global Funding Corp. 7.750% June 15, 2032 $2,213,000 92344GAS7 - ---------------------------------------------------------------------------------------------------------- 14 Viacom Inc. 5.500% May 15, 2033 $2,213,000 925524AV2 - ---------------------------------------------------------------------------------------------------------- 15 Weyerhaeuser Company 7.375% March 15, 2032 $2,213,000 962166BR4 - ---------------------------------------------------------------------------------------------------------- 16 United States Department of Treasury 0.000% May 15, 2030 $4,305,000 912803CH4 - ----------------------------------------------------------------------------------------------------------
3 Subject to the terms and conditions of the Trust Agreement (including the availability of funds for distributions) and until the obligation created by the Trust Agreement shall have terminated in accordance therewith, distributions will be made on each Distribution Date to the Person in whose name this Certificate is registered on the applicable Record Date, in an amount equal to such Certificateholder's fractional undivided interest in the amount required to be distributed to the Holders of the Certificates on such Distribution Date. The Record Date applicable to any Distribution Date is the close of business on the day immediately preceding such Distribution Date. Each Certificateholder, by its acceptance of a Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Trust, or join in any institution against the Trust of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates or the Trust Agreement. Distributions made on this Certificate will be made as provided in the Trust Agreement by the Trustee by check mailed to the Certificateholder of record in the Certificate Register or by wire transfer to an account designated by such Holder without the presentation or surrender of this Certificate or the making of any notation hereon of, except that with respect to Certificates registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee shall be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the Corporate Trust Office or such other location as may be specified in such notice. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. The Trustee does not assume responsibility for the accuracy of the statements in the Certificate and the reverse hereof. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee, this Certificate shall not entitle the Holder hereof to any benefit under the Trust Agreement or be valid for any purpose. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. 4 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed as of the date set forth below. INDEXPLUS TRUST SERIES 2003-1 By: THE BANK OF NEW YORK, solely in its capacity as Trustee under the Trust Agreement and not in its individual capacity Dated: December 17, 2003 By: ---------------------------------------- Authorized Signatory TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Certificates described in the Trust Agreement referred to herein. INDEXPLUS TRUST SERIES 2003-1 By: THE BANK OF NEW YORK, solely in its capacity as Trustee under the Trust Agreement and not in its individual capacity Dated: December 17, 2003 By: ---------------------------------------- Authorized Signatory 5 (REVERSE OF CERTIFICATE) The Certificates are limited in right of distribution to certain payments and collections respecting the Underlying Securities, all as more specifically set forth herein and in the Trust Agreement. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Deposited Assets (to the extent of its rights therein) for interest and principal distributions hereunder. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the Trustee and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor and the Trustee with the consent of the Holders of Certificates evidencing greater than 66 2/3% of the aggregate Voting Rights of the Certificates subject to certain provisions set forth in the Trust Agreement. Any such consent by the Holder of this Certificate (or any predecessor Certificate) shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Trustee in the Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by an assignment in the form below and by such other documents as required by the Trust Agreement signed by, the Holder hereof, and thereupon one or more new Certificates of the same class in Authorized Denominations evidencing the same principal amount will be issued to the designated transferee or transferees. The initial Certificate Registrar appointed under the Trust Agreement is United States Trust Company of New York. No service charge will be made for any registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor, the Trustee and the Securities Intermediary and any agent of the Depositor, the Trustee or the Securities Intermediary may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Depositor, the Trustee, or the Securities Intermediary nor any such agent shall be affected by any notice to the contrary. It is the intention of the parties to the Trust Agreement that the Trust created thereunder shall constitute a fixed investment trust for United States federal income tax purposes under Treasury Regulation Section 301.7701-4, and the Certificateholder, by its acceptance of this Certificate, agrees to treat the Certificates, the distributions from the Trust and its beneficial interest in the Trust consistently with such characterization. 6 The Trust may not engage in any business or activities other than in connection with, or relating to, the holding, protecting and preserving of the Deposited Assets and the issuance of the Certificates and the Call Rights, and other than those required or authorized by the Trust Agreement or incidental and necessary to accomplish such activities. The Trust may not issue or sell any certificates or other obligations other than the Certificates and the Call Rights or otherwise incur, assume or guarantee any indebtedness for money borrowed. The Trust and the obligations of the Depositor, the Trustee and the Securities Intermediary created by the Trust Agreement with respect to the Certificates shall terminate upon the earlier of (i) the payment in full at maturity or sale by the Trust after a Removal Event on the last remaining Underlying Securities and the distribution in full of all amounts due to the Certificateholders, (ii) the exchange of all outstanding Certificates for all of the Underlying Securities pursuant to one or more Optional Exchanges and (iii) the election by Certificateholders who hold all, but not less than all, of the outstanding Certificates to terminate the Trust. If an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including an individual retirement account or Keogh plan (each, a "Plan"), purchases Certificates, certain aspects of such investment, including the operation of the Trust, might be subject to the prohibited transaction provisions under ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), unless certain exemptions apply. A Plan should consult its advisors concerning the ability of such Plan to purchase Certificates under ERISA or the Code. 7 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto - -------------------------------------------------------------------------------- (PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION OR OTHER IDENTIFYING NUMBER OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing - -------------------------------------------------------------------------------- Attorney to transfer said Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. Dated: Signature: -------------------------------------* Signature Guarantee: -------------------------------------* * NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a brokerage firm or financial institution that is a member of a Securities Approved Medallion Program such as Securities Transfer Agents Medallion Program (STAMP), Stock Exchange Medallion Program (SEMP) or New York Stock Exchange Inc. Medallion Signature Program (MSP). 8 OPTION TO ELECT EXCHANGE If you wish to have this Certificate, or a portion thereof, exchanged by the Trustee pursuant to Section 4.07 of the Standard Terms, check the Box: [ ] If you wish to have less than all of this Certificate exchanged, state the amount: $-------------------. Date: Your Signature: ----------------------------------------- (Sign exactly as your name appears on the other side of this Certificate) Signature Guarantee: ----------------------------------------- 9 -----END PRIVACY-ENHANCED MESSAGE-----