Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 33
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated August 9, 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:
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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."
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
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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 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
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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 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."
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 Units 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:
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A. The Trust is denominated National Equity Trust, Low Five
Portfolio Series 33.
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 125,000 as of the date hereof.
F. A Unit of the Trust is hereby declared initially equal to
1/125,000th of the Trust.
G. The term "First Settlement Date" shall mean August 15, 2000.
H. The terms "Computation Day" and "Record Date" shall mean on the
tenth day of November 2000, February 2001, May 2001, and August 2001.
I. The term "Distribution Date" shall mean on the twenty-fifth day
of November 2000, February 2001, May 2001, and August 2001 or
as soon thereafter as possible.
J. The term "Termination Date" shall mean September 19, 2001.
K. The Trustee's Annual Fee shall be $1.16 (per 1,000 Units) for
100,000,000 and above units outstanding; $1.22 (per 1,000 Units) for
50,000,000 - 99,999,999 units outstanding; $1.26 (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 $.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 33 is hereby incorporated by reference
herein as Schedule A hereto.
