Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 14
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated October 21, 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. 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
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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 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
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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:
(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
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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.
(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, Low
Five Portfolio Series 14.
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 250,000 as of the date
hereof.
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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 October 27,
1997.
H. The terms "Computation Day" and "Record Date" shall
mean January 10, April 10, June 10, and October 10 of 1998.
I. The term "Distribution Date" shall mean January 25,
April 25, June 25, and October 25 of 1998.
J. The term "Termination Date" shall mean December 1, 1998.
K. The Trustee's Annual Fee shall be $.79 (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, Low Five Portfolio Series
14 is hereby incorporated by reference herein as
Schedule A hereto.
