EX-99.A2 2 file002.htm COPY OF TRUST INDENTURE

Exhibit 99.A2

EQUITY OPPORTUNITY TRUST,
MID-CAP SERIES 2

TRUST INDENTURE AND AGREEMENT

Dated as of January 25 , 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 January 25,
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 Mid-Cap Series 2 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, Mid-Cap Series 2 ".

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 June 10, 2005 and
December 10, 2005; provided, however, that with respect to a distribution
required by Section 2.02(b), the Record Date shall be the last Business Day of
the month during which the contract to purchase the Security fails.

Record Date shall also include such date or dates determined
by the Sponsor and the Trustee as necessary or desirable and in the best
interest of the Unitholders for federal or state tax purposes, or for other
purposes (hereinafter a "Special Record Date"), which date may replace a
regularly scheduled Record Date if such regularly scheduled Record Date is
within 30 days of a Special Record Date.

C. The term "Distribution Date" shall mean the 15th day
following each Record Date; the Distribution Dates with respect to Income
Account Distributions (the "Income Account Distribution Dates") shall mean June
25, 2005, December 25, 2005 and on or after the Mandatory Termination Date, and
shall mean December 25, 2005 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 March 31, 2006.

(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 (July, 2005)
and continuing through the twelfth (12th) month (December, 2005) 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 February 22, 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 February 23,
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 February 22, 2006
through February 28, 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:

Hancock Tower
200 Clarendon Street
Boston, MA 02116

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 First 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 ___________________________
First Vice President

Attest:

--------------------------
Secretary

STATE OF NEW YORK )
:ss.:
COUNTY OF NEW YORK )

On this 25th day of January, 2005 before me personally appeared Christine Tripi,
to me known, who being by me duly sworn, said that she is a First Vice President
of UBS Financial Services Inc., one of the corporations described in and which
executed the foregoing instrument; that she 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 she
signed her name thereto by like authority.

------------------------------
Notary Public

SCHEDULE A TO TRUST INDENTURE

EQUITY OPPORTUNITY TRUST
MID-CAP SERIES 2

SCHEDULE OF INVESTMENTS

AS OF INITIAL DATE OF DEPOSIT, JANUARY 25, 2005

COMMON STOCKS (1)

PRIMARY INDUSTRY SOURCE/PERCENTAGE OF AGGREGATE NET ASSET NUMBER OF COST OF SECURITIES
VALUE OF THE TRUST AND NAME OF ISSUER SHARES TO TRUST(2)(3)
----------------------------------------------------------- ----------- -------------------

Building -- Residential/Commercial (29.98%)
D.R. Horton, Inc. .................................. 2,510 $ 98,793.60
Lennar Corporation ................................. 1,830 99,350.70
Toll Brothers, Inc.* ............................... 1,340 98,650.80
Financial Institutions/Banks (10.06%)
Commerce Bancorp, Inc. ............................. 1,730 99,631.10
Insurance -- Financial Guarantees (9.96%)
Radian Group Inc. .................................. 2,050 98,605.00
Insurance -- Health Care (10.06%)
Coventry Health Care, Inc.* ........................ 1,890 99,565.20
Insurance -- Multi-Line (10.01%)
Old Republic International Corporation ............. 4,130 99,120.00
Insurance -- Property/Casualty (10.01%)
Fidelity National Financial, Inc. .................. 2,290 99,111.20
Reinsurance (9.98%)
Everest Re Group, Ltd. ............................. 1,160 98,843.60
Telecommunications (9.94%)
Telephone and Data Systems, Inc. ................... 1,210 98,348.80
------------
TOTAL INVESTMENTS ................................. $ 990,020.00
============

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(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.

* Non-income producing.