Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
OTC GROWTH TRUST SERIES 2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated September 1, 1999 among
Prudential Securities Incorporated, as Depositor and The Chase Manhat-
tan Bank, as Trustee, sets forth certain provisions in full and incor-
porates 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. Such provi-
sions as are set forth in full herein and such provisions as are in-
corporated by reference constitute a single instrument (the
"Indenture").
WITNESSETH THAT:
In consideration of the premises and of the mutual agree-
ments herein contained, the Depositor and the Trustee agree as fol-
lows:
Part I.
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provi-
sions contained in the Basic Agreement are herein incorporated by ref-
erence in their entirety and shall be deemed to be a part of this in-
strument as fully and to the same extent as though said provisions had
been set forth in full in this instrument except that the Basic Agree-
ment is hereby amended in the following manner:
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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."
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) Section 3.01 Initial Costs shall be amended to
substitute the following language:
Section 3.01. Initial Cost The costs of organizing
the Trust and sale of the Trust Units shall, to the
extent of the expenses reimbursable to the Depositor
provided below, be borne by the Unit Holders, provided,
however, that, to the extent all of such costs are not
borne by Unit Holders, the amount of such costs not
borne by Unit Holders shall be borne by the Depositor
and, provided further, however, that the liability on
the part of the Depositor under this section shall not
include any fees or other expenses incurred in
connection with the administration of the Trust
subsequent to the deposit referred to in Section 2.01.
Upon notification from the Depositor that the primary
offering period is concluded, the Trustee shall
withdraw from the Account or Accounts specified in the
Prospectus or, if no Account is therein specified, from
the Principal Account, and pay to the Depositor the
Depositor's reimbursable expenses of organizing the
Trust and sale of the Trust Units in an amount
certified to the Trustee by the Depositor. If the
balance of the Principal Account is insufficient to
make such withdrawal, the Trustee shall, as directed by
the Depositor, sell Securities identified by the
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Depositor, or distribute to the Depositor Securities
having a value, as determined under Section 4.01 as of
the date of distribution, sufficient for such
reimbursement. The reimbursement provided for in this
section shall be for the account of the Unitholders of
record at the conclusion of the primary offering period
and shall not be reflected in the computation of the
Unit Value prior thereto. As used herein, the
Depositor's reimbursable expenses of organizing the
Trust and sale of the Trust Units shall include the
cost of the initial preparation and typesetting of the
registration statement, prospectuses (including
preliminary prospectuses), the indenture, and other
documents relating to the Trust, SEC and state blue sky
registration fees, the cost of the initial valuation of
the portfolio and audit of the Trust, the initial fees
and expenses of the Trustee, and legal and other out-
of-pocket expenses related thereto, but not including
the expenses incurred in the printing of preliminary
prospectuses and prospectuses, expenses incurred in the
preparation and printing of brochures and other
advertising materials and any other selling expenses.
Any cash which the Depositor has identified as to be
used for reimbursement of expenses pursuant to this
Section shall be reserved by the Trustee for such
purpose and shall not be subject to distribution or,
unless the Depositor otherwise directs, used for
payment of redemptions in excess of the per-Unit amount
allocable to Units tendered for redemption.
(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 ac-
counts 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."
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D. 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, OTC
Growth Trust Series 2.
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 Sec-
tions 2.03 and 9.01 of the Basic Agreement is 250,000 as of the
date hereof.
F. A Unit of the Trust is hereby declared initially equal
to 1/250,000th of the Trust.
G. The term "First Settlement Date" shall mean September 8, 1999.
H. The terms "Computation Day" and "Record Date" shall be
on such dates as the Sponsor shall direct.
I. The term "Distribution Date" shall be on such dates as
the Sponsor shall direct.
J. The term "Termination Date" shall mean October 4, 2000.
K. The Trustee's Annual Fee shall be $.95 (per 1,000
Units) for 100,000,000 and above units outstanding; $1.01 (per
1,000 Units) for 50,000,000 - 99,999,999 units outstanding; $1.05
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(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 $0.13
per 1,000 Units.
[Signatures and acknowledgments on separate pages]
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The Schedule of Portfolio Securities in Part A of the pro-
spectus included in this Registration Statement for National
Equity Trust, OTC Growth Trust Series 2 is hereby incorpo-
rated by reference herein as Schedule A hereto.
