EX-99.A2 2 file002.htm TRUST INDENTURE AND AGREEMENT

Exhibit 99.A2

EQUITY OPPORTUNITY TRUST,
DIVIDEND INCOME VALUE STRATEGY SERIES 2005A

TRUST INDENTURE AND AGREEMENT

Dated as of January 26, 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 26, 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 Dividend Income Value
Strategy Series 2005A 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, Dividend Income Value
Strategy Series 2005A".

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 March 10, 2005, June 10, 2005,
September 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 March 25, 2005, June 25,
2005, September 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 26th 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
DIVIDEND INCOME VALUE STRATEGY SERIES 2005A

SCHEDULE OF INVESTMENTS

AS OF INITIAL DATE OF DEPOSIT, JANUARY 26, 2005

PRIMARY INDUSTRY SOURCE/PERCENTAGE OF AGGREGATE NET ASSET NUMBER OF COST OF SECURITIES
VALUE OF THE TRUST AND NAME OF ISSUER SHARES TO TRUST(1)(2)(3)
----------------------------------------------------------- ----------- -------------------

VALUE S&P INDUSTRIAL STRATEGY STOCKS (50.00%)
-----------------------------------------------------------
Automobile (6.69%)
Genuine Parts Company .................................... 790 $ 33,338.00
Johnson Controls, Inc. ................................... 560 32,911.20
Beverages (6.67%)
Anheuser-Busch Companies, Inc. ........................... 670 32,897.00
PepsiCo, Inc. ............................................ 620 33,101.80
Chemicals (3.35%)
Rohm and Haas Company .................................... 770 33,163.90
Commercial Services -- Finance (3.33%)
Paychex, Inc. ............................................ 1,070 32.934.60
Consumer Products (3.33%)
The Clorox Company ....................................... 560 32,922.40
Cosmetics & Toiletries (3.32%)
Colgate-Palmolive Company ................................ 660 32,868.00
Electric (3.33%)
Emerson Electric Co. ..................................... 500 33,000.00
Foods (10.02%)
Albertson's, Inc. ........................................ 1,470 33,060.30
ConAgra Foods, Inc. ...................................... 1,120 32,950.40
Sysco Corporation ........................................ 940 33,144.40
Oil/Gas (3.29%)
Praxair, Inc. ............................................ 790 32,555.90
Pharmaceuticals (6.67%)
Abbott Laboratories ...................................... 720 33,055.90
Bristol-Myers Squibb Company ............................. 1,380 33,106.20

SCHEDULE A TO TRUST INDENTURE (Continued)

EQUITY OPPORTUNITY TRUST
DIVIDEND INCOME VALUE STRATEGY SERIES 2005A

SCHEDULE OF INVESTMENTS--CONTINUED

VALUE SELECT TEN STRATEGY STOCKS (50.00%)
-----------------------------------------------------------
Automobile (4.98%)
General Motors Corporation ............................... 1,350 $ 49,275.00
Chemicals (5.03%)
E.I. du Pont de Nemours and Company ...................... 1,070 49,840.60
Diversified Manufacturing Operations (5.01%)
General Electric Company ................................. 1,390 49,623.00
Financial Institutions/Banks (10.04%)
Citigroup Inc. ........................................... 1,030 49,965.30
JPMorgan Chase & Co. ..................................... 1,340 49,392.40
Pharmaceuticals (9.96%)
Merck & Co. Inc. ......................................... 1,590 49,210.50
Pfizer Inc. .............................................. 2,010 49,425.90
Telecommunications (10.01%)
SBC Communications Inc. .................................. 2,020 49,389.00
Verizon Communications Inc. .............................. 1,380 49,680.00
Tobacco (4.97%)
Altria Group, Inc. ....................................... 790 49,208.30
------------
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.