Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
EQUITY PORTFOLIO SERIES 2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1998
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. 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 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 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
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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, provided however, that no
such distribution shall be made if the
assets of the Trust subsequent to such
distribution would not exceed any
Deferred Sales Charge payable and other
trust expenses."
(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."
C. 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
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not affect calculations made prior
thereto and 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.
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, Equity Portfolio Series 2.
B. The Units of the Trust shall not 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
as of the date hereof.
F. A Unit of the Trust is hereby declared
initially equal to 1/ th of the Trust.
G. The term "First Settlement Date" shall mean
, 1998.
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H. The terms "Computation Day" and "Record
Date" shall mean 10, 10, 10, and
10.
I. The term "Distribution Date" shall mean
25, 25, 25, and 25.
J. The term "Termination Date" shall mean
, 1999.
K. The Trustee's Annual Fee shall be $
(per 1,000 Units) for 100,000,000 and above units
outstanding; $0.80 (per 1,000 Units) for 50,000,000 -
99,999,999 units outstanding; $0.86 (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]
