Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
OTC GROWTH TRUST SERIES 2
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 1999
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."
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".
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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 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 reimburse-
ment 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
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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 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."
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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 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
, 1999.
H. The terms "Computation Day" and "Record
Date" shall mean on the tenth day of 1999, 1999,
2000, and 2000.
I. The term "Distribution Date" shall mean on the twenty-
fifth day of 1999, 1999, 2000, and 2000.
J. The term "Termination Date" shall mean
, 2000.
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.
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L. The Depositor's Portfolio supervisory
service fee shall be $ per 1,000 Units.
[Signatures and acknowledgments on separate pages]
