Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
TOP TEN PORTFOLIO SERIES 38
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated ________, 2002 among Prudential
Investment Management Services LLC, as Depositor, Prudential Securities
Incorporated, as Portfolio Supervisor and The Bank of New York, as Trustee sets
forth certain provisions in full and incorporates other provisions by reference
to the document entitled "National Equity Trust, Trust Indenture and Agreement"
(the "Basic Agreement") dated February 2, 2000. 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.
A. Article I, entitled "Definitions," shall be amended as follows:
(i) Section 1.01-Definitions shall be amended to add the following definition
at the end thereof:
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"Portfolio Supervisor" of the Trust shall have the meaning assigned to it
in Part II of the Reference Trust Agreement.
B. Article III, entitled "Administration of Trust," shall be amended as
follows:
(i) The third paragraph of Section 3.05-Distribution shall be amended by
deleting any reference to Depositor and replacing it with Portfolio Supervisor.
(ii) Section 3.14-Deferred Sales Charge shall be amended to add the
following sentences at the end thereof:
"References to Deferred Sales Charge in this Trust Indenture and Agreement shall
include any Creation and Development Fee indicated in the prospectus for a
Trust. The Creation and Development Fee shall be payable on each date so
designated and in an amount determined as specified in the prospectus for a
Trust."
C. Article VIII, entitled "Depositor," shall be amended as follows:
(i) Section 8.07-Compensation shall be amended by deleting any reference to
Depositor and replacing it with Portfolio Supervisor.
D. Article IX, entitled "Additional Covenants; Miscellaneous Provisions,"
shall be amended as follows:
(i) The first sentence of Section 9.05 - Written Notice shall be amended by
deleting the language "Prudential Securities Incorporated at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇" and replacing it with "Prudential Investment
Management LLC at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Center Three, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇".
Part II.
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
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A. The Trust is denominated National Equity Trust, Top Ten Portfolio Series
38.
B. The Units of the Trust shall be subject to a deferred sales charge.
C. The publicly traded stocks 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 Investment Management Services
LLC.
E. The term "Portfolio Supervisor" shall mean Prudential Securities
Incorporated.
F. The aggregate number of Units referred to in Sections 2.03 and 9.01 of the
Basic Agreement is as of the date hereof.
G. A Unit of the Trust is hereby declared initially equal to 1/ th of the
Trust.
H. The term "First Settlement Date" shall mean , 2002.
I. The terms "Computation Day" and "Record Date" shall mean on the tenth day
of 2003, 2003, 2003 and 2003.
J. The term "Distribution Date" shall mean on the twenty-fifth day
of 2003, 2003, 2003 and 2003.
K. The term "Termination Date" shall mean , 2003.
L. The Trustee's Annual Fee shall be $.90 (per 1,000 Units) for 49,999,999 and
below units outstanding $.84 (per 1,000 Units) on the next 50,000,000
▇▇▇▇▇, ▇.▇▇ (per 1,000 Units) on the next 100,000,000 Units and $.66 (per
1,000 Units) on Units in excess of 200,000,000 Units. In calculating the
Trustee's annual fee, the fee applicable to the number of units outstanding
shall apply to all units outstanding.
M. The Depositor's Portfolio supervisory service fee shall be $.25 per 1,000
Units.
[Signatures and acknowledgments on separate pages]
