Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 207
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated November 5, 1998 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 as 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
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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.
(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 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, Low
Five Portfolio Series 207.
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.
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 November 12, 1998.
H. The terms "Computation Day" and "Record Date" shall mean quarterly on
the tenth day of February, May, August, and November commencing
February 10, 1999.
I. The term "Distribution Date" shall mean quarterly on
the twenty-fifth day of February, May, August, and November
commencing February 25, 1999 or as soon thereafter as possible.
J. The term "Termination Date" shall mean November 8, 2000.
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K. The Trustee's Annual Fee shall be $.74 (per 1,000 Units) for
100,000,000 and above units outstanding; $.80 (per 1,000 Units) for
50,000,000 - 99,999,999 units outstanding; $.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.
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 207 is hereby incorporated by reference herein as
Schedule A hereto.
