Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
OTC GROWTH TRUST SERIES 10
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 2000 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) 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
reimbursement 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
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Depositor's 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. As directed by the
Depositor, the Trustee will advance funds to the Trust in an
amount necessary to reimburse the Depositor pursuant to this
Section and shall recover such advance from the sale or sales of
Securities at such time as the Depositor shall direct, but in no
event later than the termination of the Trust. Repayment of any
such advance shall be secured by a lien on the assets of the
Trust prior to the interest of the Unit Holders as provided in
Section 6.04.
(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."
(iv) 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."
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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.
E. Section 6.05 shall be amended to delete the clause "if the Depositor
shall determine in good faith that there has occurred either (1)
a material deterioration in the creditworthiness of the Trustee or
(2) one or more negligent acts on the part of the Trustee having a
materially adverse effect, either singly or in the aggregate, on the
Trust or on one or more Trusts, such that the replacement of the
Trustee is in the best interest of the Unit Holders" and insert in
place thereof "upon the determination of the Depositor to remove the
Trustee for any reason, either with or without cause, including but
not limited to a determination by the Depositor that the Trustee has
materially failed to perform its duties under this Indenture and the
interest of Unit Holders has been substantially impaired as a result".
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 10.
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
, 2000.
H. The terms "Computation Day" and "Record
Date" shall be on such dates as the Sponsor shall direct.
I. The term "Distribution Date" shall be on such dates
as the Sponsor shall direct.
J. The term "Termination Date" shall mean
, 2001.
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 $0.25 per 1,000 Units.
[Signatures and acknowledgments on separate pages]
