Exhibit 4.b
Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
TOP TEN PORTFOLIO SERIES 201
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated December 5, 1997 among
Prudential Securities Incorporated, as Depositor and The Chase Manhattan Bank,
as Trustee, sets forth certain provisions in full and incorporates other
provisions by reference to the document entitled "National Equity Trust Low Five
Portfolio Series, Trust Indenture and Agreement" (the "Basic Agreement") dated
April 25, 1995, as amended. Such provisions as are set forth in full herein and
such provisions as are incorporated by reference constitute a single instrument
(the "Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:.
Part I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions
contained in the Basic Agreement are herein incorporated by reference in their
entirety and shall be deemed to be a part of this instrument as fully and to the
same extent as though said provisions had been set forth in full in this
instrument except that the Basic Agreement is hereby amended in the following
manner:
A. Article I, entitled "Definitions", paragraph 22, shall be amended
as follows:
"Trustee shall mean The Chase Manhattan Bank or any successor
trustee appointed as hereinafter provided."
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B. Article II, entitled "Deposit of Securities; Acceptance of Trust",
shall be amended as follows:
The second sentence of Section 2.03 Issue of Units shall be
amended by deleting the words "on any day on which the
Depositor is the only Unit Holder."
C. Article III, entitled "Administration of Trust", shall be amended
as follows:
(i) The first part of the first sentence of Section 3.01
Initial Costs shall be amended to substitute the following
language before the phrase "provided, however":
"With respect to the Trust, the cost of the preparation and
printing of the Indenture, Registration Statement and other
documents relating to the Trust, Federal and State registration
fees and costs, the initial fees and expenses of the Trustee,
legal and auditing expenses and other out-of-pocket
organizational expenses, to the extent not borne by the
Depositor, shall be paid by the Trust;"
Section 3.01 shall be further amended to add the following
language:
"To the extent the funds in the Income and Principal Accounts
of the Trust shall be insufficient to pay the expenses borne
by the Trust specified in this Section 3.01, the Trustee shall
advance out of its own funds and cause to be deposited and
credited to the Income Account such amount as may be required
to permit payment of such expenses. The Trustee shall be
reimbursed for such advance on each Record Date from funds on
hand in the Income Account or, to the extent funds are not
available in such Account, from the Principal Account in the
amount deemed to have accrued as of such Record Date as
provided in the following sentence (less prior payments on
account of such advances, if any), and the provisions
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of Section 6.04 with respect to the reimbursement of
disbursements for Trust expenses, including, without limitation,
the lien in favor of the Trustee therefor and the authority to
sell Securities as needed to fund such reimbursement, shall apply
to the payment of expenses and the amounts advanced pursuant to
this Section. For the purposes of the preceding sentence and the
addition provided in clause (a)(3) of Section 5.01, the expenses
borne by the Trust pursuant to this Section shall be deemed to
have been paid on the date of the Reference Trust Agreement and to
accrue at a daily rate over the time period specified for their
amortization provided in the Prospectus; provided, however, that
nothing herein shall be deemed to prevent, and the Trustee shall
be entitled to, full reimbursement for any advances made pursuant
to this Section no later than the termination of the Trust. For
purposes of calculating the accrual of organizational expenses
under this Section 3.01, the Trustee shall rely on the written
estimates of such expenses provided by the Depositor pursuant to
Section 5.01."
(ii) The third paragraph of Section 3.05 Distribution
shall be amended to add the following sentence at the end
thereof:
"The Trustee shall make a special distribution of the cash balance
in the Income and Principal accounts available for such
distribution to Unit Holders of record on such dates as the
Depositor shall direct."
(iii) The second to the last paragraph of Section 3.08
Sale of Securities shall be amended to replace the word
"equal" with the following phrase: "be sufficient to pay."
D. Article V, entitled "Trust Evaluation, Redemption, Transfer of
Units," Section 5.01 Trust Evaluation shall be amended as follows:
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(i) the second sentence of the first paragraph of Section
5.01 shall be amended by deleting the word "and" appearing at
the end of subsection (a)(2) of such sentence and inserting
the following after "(a)(3)": "amounts representing
organizational expenses paid from the Trust less amounts
representing accrued organizational expenses of the Trust,
and (a)(4)."
(ii) The following shall be added at the end of the first
paragraph of Section 5.01:
Until the Depositor has informed the Trustee that there will be no
further deposits of Additional Securities pursuant to section
3.06, the Depositor shall provide the Trustee with written
estimates of (i) the total organizational expenses to be borne by
the Trust pursuant to Section 3.01 and (ii) the total number of
Units to be issued in connection with the initial deposit and all
anticipated deposits of Additional Securities. For purposes of
calculating the value of the Trust and Unit Value, the Trustee
shall treat all such anticipated expenses as having been paid and
all liabilities therefor as having been incurred, and all Units as
having been issued, in each case on the date of the Reference
Trust Agreement, and, in connection with each such calculation,
shall take into account a pro rata portion of such expense and
liability based on the actual number of Units issued as of the
date of such calculation. In the event the Trustee is informed
by the Depositor of a revision in its estimate of total expenses
or total Units and upon the conclusion of the deposit of
Additional Securities, the Trustee shall base calculations made
thereafter on such revised estimates or actual expenses,
respectively, but such adjustment shall not affect calculations
made prior thereto and
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no adjustment shall be made in respect thereof.
(iii) The second paragraph of Section 5.01 shall be amended
by replacing "(a)(3)" with "(a)(4)" in the first line.
E. Reference to United States Trust Company of New York in its capacity
as Trustee is replaced by the Chase Manhattan Bank throughout the
Basic Agreement.
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
A. The Trust is denominated National Equity Trust, Top Ten
Portfolio Series 201.
B. The Units of the Trust shall be subject to a deferred sales
charge.
C. The contracts for the purchase of common stock listed in
Schedule A hereto are those which, subject to the terms of this
Indenture, have been or are to be deposited in Trust under this Indenture
as of the date hereof.
D. The term "Depositor" shall mean Prudential Securities
Incorporated.
E. The aggregate number of Units referred to in Sections 2.03 and
9.01 of the Basic Agreement is 500,000 as of the date hereof.
F. A Unit of the Trust is hereby declared initially equal to
1/500,000th of the Trust.
G. The term "First Settlement Date" shall mean December 11, 1997.
H. The terms "Computation Day" and "Record Date" shall mean
February 10, May 10, August 10, and November 10, 1998.
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I. The term "Distribution Date" shall mean quarterly on February 25,
May 25, August 25, and November 25, 1998.
J. The term "Termination Date" shall mean December 8, 1999.
K. The Trustee's Annual Fee shall be $.90 (per 1,000 Units)
for 100,000,000 and above units outstanding; $0.85 (per 1,000 Units) for
50,000,000 - 99,999,999 units outstanding; $0.91 (per 1,000 Units) for
49,999,999 and below units outstanding. In calculating the Trustee's
annual fee, the fee applicable to the number of units outstanding shall
apply to all units outstanding.
L. The Depositor's Portfolio supervisory service fee shall be
$0.25 per 1,000 Units.
[Signatures and acknowledgments on separate pages]
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The Schedule of Portfolio Securities in Part A of the prospectus included
in this Registration Statement for National Equity Trust, Top Ten
Portfolio Series 201 is hereby incorporated by reference herein as
Schedule A hereto.
