EX-4.B
Executed in 7 Parts
Counterpart No. ( )
GOVERNMENT SECURITIES EQUITY TRUST
SERIES 9
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated February 6,
1996 among Prudential Securities Incorporated, as Depositor,
The Chase Manhattan Bank (National Association), as Trustee,
and ▇▇▇▇▇ S&P Evaluation Services, a division of ▇.▇. ▇▇▇▇▇
Co., Inc., as Evaluator, sets forth certain provisions in full
and incorporates other provisions by reference to the document
entitled "Government Securities Equity Trust, Trust Indenture
and Agreement" (the "Basic Agreement") dated May 16, 1989.
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, the Trustee, and
the Evaluator 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:
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A. Reference to Standard & Poor's Corporation in its capacity as
Evaluator is replaced by ▇▇▇▇▇ S&P Evaluation Services, a
division of ▇.▇. ▇▇▇▇▇ Co., Inc., throughout the Basic
Agreement.
B. Reference to Prudential-Bache Securities Inc. in its capacity
as Depositor is replaced by Prudential Securities Incorporated
throughout the Basic Agreement.
C. Reference to United States Trust Company of New York in its
capacity as Trustee is replaced by The Chase Manhattan Bank
(National Association) throughout the Basic Agreement.
D. Article I, entitled "Definitions", Section 1.01 shall be
amended to add the following numbered paragraphs and renumber
the succeeding paragraphs accordingly:
"(7) "Deferred Sales Charge" shall mean any deferred
sales charge payable in accordance with the provisions of
Section 3.12 hereof, as set forth in the Prospectus for a
Trust."
"(18) Supplemental Reference Trust Agreement" shall mean
a document pursuant to which Additional Units are deposited in
conection with an increase in the number of Units initially
specified in a Reference Trust Agreement."
and to insert the following language in paragraph (6) defining
"Contract Securities" after the reference to Reference Trust
Agreement and redesignate the subsequent clause accordingly:
"(ii) Securities listed in schedules of Supplemental
Reference Trust Agreements"
Renumbered paragraph (9) "Evaluation Time" shall be amended by
replacing "4:15 P.M. New York Time" with "as of the close of
regular trading on the New York Stock Exchange (ordinarily 4:00
P.M. New York Time)" and all references to "4:15 p.m." and
"4:15 p.m. New York Time" will be replaced by "the Evaluation
Time" (as defined in Article I, Section 1.01, paragraph (9))
throughout the Basic Agreement.
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Renumbered paragraph (22) defining "Trustee" shall be amended
as follows:
"Trustee shall mean The Chase Manhattan Bank (National
Association), or any successor trustee appointed as hereinafter
provided."
E. Article II, entitled "Deposit of Securities; Acceptance of
Trust; Issuance of Units; Form of Certificates" shall be
amended as follows:
(i) Section 2.03 Issue of Units shall be amended to
add the following language at the end thereof:
"The number of Units may be increased through a
split of the Units or decreased through a
reverse split thereof, as directed by the
Depositor, on any day on which the Depositor is
the only Unit Holder, which revised number of
Units shall be recorded by the Trustee on its
books."
(ii) Section 2.05 Deposit of Additional Securities
shall be amended by adding the following
sentence after the third sentence:
"The parties hereto agree that a Supplementary
Schedule to the Reference Trust Agreement may be
delivered by telecopier and that such delivery
shall have the same force and effect as the
delivery of an original executed document."
F. 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 Certificates, 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 and Evaluator,
legal and auditing expenses and other out-of-
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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 Interest 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
Interest Account such amount as may be required to permit
payment of such expenses. The Trustee shall be
reimbursed for such advance in the manner provided in
Section 3.05 at the rate of accrual set forth in the next
sentence, and the provisions 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, shall apply to the payment of expenses
made pursuant to this Section. For purposes of
calculation of distributions under Section 3.05 and the
addition provided in clause (4) of Section 5.01, the
expenses borne by the Trust pursuant to this Section
shall be deemed 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;
The Depositor will provide the Trustee with a written
estimate of organizational expenses upon which the
Trustee shall be entitled to rely unless and until a
revised written estimate of such expenses is delivered to
the Trustee by the depositor, in which event the Trustee
shall make appropriate adjustments to Unit Value and the
evaluation of the Trust pursuant to Section 5.01, and to
the accrual of such expenses of purposes of calculating
distributions."
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(ii) Section 3.04 Reserve Account shall be amended by adding
"(a)" at the beginning of the first sentence and by
adding the following paragraph:
"(b) The Trustee also shall be entitled from time to
time to withdraw from the cash on deposit in the
Principal Account such amounts as it and the Depositor
shall jointly deem necessary to establish a reserve for
any applicable expenses that may be or become payable out
of the Trust. Such amounts so withdrawn shall be
credited to a separate account which shall be known as
the "Reserve Expense Account". The Trustee shall not be
required to distribute to the Unit Holders any of the
amounts in the Reserve Expense Account; provided,
however, that if it shall, in its sole discretion,
determine that such amounts are no longer necessary to
reserve for payment of any applicable expenses, then it
shall promptly deposit such amounts in the account from
which withdrawn or if the Trust shall have terminated or
shall be in the process of termination, the Trustee shall
distribute the same in accordance with Section 9.03 to
each Unit Holder according to such Holder's interest in
the Reserve Expense Account."
(iii) The last sentence of the second paragraph of Section 3.05
is amended to add the following after the word "Date":
"and, if so directed by the Depositor, on one additional
date in December following receipt by the Trustee of a
November or December distribution on the Fund Shares,
such date to be designated by the Depositor, to Unit
Holders of record on a date designated by the Depositor"
(iv) Section 3.05 shall be further amended to add the
following paragraph after the end thereof: "On each
Deferred Sales Charge payment date set forth in the
prospectus for a Trust, the Trustee shall pay the account
created pursuant to Section 3.15 the amount of the
Deferred Sales Charge payable on each such date as stated
in the prospectus for a Trust. Such amount shall
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be withdrawn from the Principal Account and the Income
Account from the amounts therein designated for such
purpose or otherwise deducted from such accounts."
(v) Sections 3.06 A(3) and 3.06B(3) shall be amended by
adding the following: "and any Deferred Sales Charge
paid".
(vi) Section 3.08 shall be amended by adding the following
language after the word "and" at the end of clause (d):
"(e) that the sale is required to provide funds for the
payment to the Depositor of the Deferred Sales Charge
then due as set forth in the prospectus for the Trust.
In order to pay the Deferred Sales Charge, the Trustee
shall sell or liquidate such an amount of Securities at
such time and from time to time and in such manner as the
Depositor shall direct such that the proceeds of such
sale or liquidation shall be sufficient to pay the amount
required to be paid to the Depositor pursuant to the
Deferred Sales Charge program as set forth in the
prospectus for a Trust."
G. Section 3.12 shall be added as follows:
Section 3.12. Deferred Sales Charge. If the Reference Trust
Agreement and prospectus for a Trust specifies a Deferred Sales
Charge, the Trustee shall, on the dates specified in and as
permitted by the prospectus, withdraw from the Income Account
or from the Principal Account, as directed by the Depositor, an
amount per Unit specified in the prospectus and credit such
amount to a special, non-Trust account maintained at the
Trustee out of which the Deferred Sales Charge will be
distributed to the Depositor. If the balances in the Income
and Principal Accounts are insufficient to make any such
withdrawal, the Trustee shall, as directed by the Depositor,
either advance funds in an amount equal to the proposed
withdrawal and be entitled to reimbursement of such advance
upon the deposit of additional monies in the Income Account or
the Principal Account, sell Securities and credit the proceeds
thereof to such special Depositor's Account or credit
Securities in
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kind to such special Depositor's Account. Such directions
shall identify the Securities, if any, to be sold or
distributed in kind and shall contain, if the Trustee is
directed by the Depositor to sell a Security, instructions as
to execution of such sales. If a Unit Holder redeems Units
prior to full payment of the Deferred Sales Charge, the Trustee
shall, if so provided in the Reference Trust Agreement and
prospectus, on the Redemption Date, withhold from the
Redemption Price payment to such Unit Holder an amount equal to
the unpaid portion of the Deferred Sales Charge as such amount
is certified by the Depositor to the Trustee prior to the
Redemption Date, upon which certification the Trustee shall be
entitled to rely, and distribute such amount to such special
Depositor's Account or, if the Depositor shall purchase such
Unit pursuant to the terms of Section 5.02 hereof, the
Depositor shall pay the Redemption Price for such Unit less the
unpaid portion of the Deferred Sales Charge. The Depositor may
at any time instruct the Trustee to distribute to the Depositor
cash or Securities previously credited to the special
Depositor's Account.
H. Article V, entitled "Trust Evaluation; Redemption, Purchase,
Transfer, Interchange or Replacement of Certificates,"
Section 5.01 Trust Evaluation shall be amended as follows:
(i) the second sentence of the first paragraph of
Section 5.01 shall be amended by deleting the word "and"
appearing immediately prior to subsection (3) of such
sentence and inserting the following at the end of such
sentence: ", and (4) amounts representing organizational
expenses paid less amounts representing accrued
organizational expenses of a Trust."
(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 2.05, the Depositor shall provide the
Trustee with written estimates of (i) the total
organizational expenses to be borne by the
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Trust pursuant to Section 3.01 and (ii) the total number
of Units to be issued in conneciton 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 no
adjustment shall be made in respect thereof.
I. Article VI, entitled "Trustee", shall be amended as follows:
(1) Section 6.01 General Definition of Trustee's
Liabilities, Rights and Duties, paragraphs (b) and (j) shall be
amended to delete the word "gross" before negligence.
(2) Section 6.04 Compensation shall be amended by
deleting the following sentence from the text:
"In the event the proceeds of such sale are insufficient to pay
ordinary expenses of the Trust, such deficit shall be paid by
the distributor of Fund Shares without right to reimbursement
for such amounts paid"
(3) Section 6.05 Removal and Resignation of Trustee;
Successor, paragraph (a) shall be amended to replace the words
"removal of the Trustee" after the phrase "or if the Depositor
determines that", with the following:
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"(i) a material deterioration in the creditworthiness of
the Trustee or (ii) one or more negligent acts on the
part of the Trustee having a materially adverse effect
has occurred such that replacement of the Trustee"
J. Article IX, entitled "Additional Covenants; Miscellaneous
Provisions", Section 9.03 Termination shall be amended by
adding the words "and any amounts which the Trustee and
Depositor have jointly agreed to deposit in the Reserve Expense
Account" after the words "other governmental charges" in
paragraph (a)(iii), and by adding the words ", Reserve Expense"
after the word "Reserve" in the paragraph immediately following
paragraph (e)."
* * * * *
Part II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby
agreed to:
(a) The Trust is denominated Government Securities
Equity Trust Series 9.
(b) The term "Fund" shall mean shares ("Fund Shares")
of the Alliance Technology Fund, Inc.
(c) The contracts for the purchase of Treasury
Obligations and Fund Shares 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 100,000 as of
the date hereof.
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(f) A Unit of the Trust is hereby declared initially
equal to 1/100,000th of the Trust.
(g) The term "First Settlement Date" shall mean
February 12, 1996.
(h) The terms "Quarterly Computation Date" and
"Quarterly Record Date" shall mean February 1, May 1, August 1
and November 1.
(i) The term "Quarterly Distribution Date" shall mean
February 15, May 15, August 15 and November 15.
(j) The term "Termination Date" shall mean
August 15, 2010.
(k) The Trustee's Annual Fee shall be: $.60 (per 100
Units) for 5,000,000 and above units outstanding; $.75 (per
100 Units) for 3,000,000 - 4,999,999 units outstanding; $.90
(per 100 Units) for 1,500,000 - 2,999,999 units outstanding;
$1.00 (per 100 Units) for 1,499,999 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) For purposes of this Series -- Government
Securities Equity Trust Series 9 -- the form of Certificate set
forth in this Indenture shall be appropriately modified to
reflect the title of this Series and such of the Special Terms
and Conditions of Trust set forth herein as may be appropriate.
(m) The Units of the Trust shall be subject to a
deferred Sales Charge.
[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
Government Securities Equity Trust Series 9 is hereby
incorporated by reference herein as Schedule A hereto.
