Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 28
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."
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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 Depositor's reimbursable
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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, Low Five Portfolio Series 28.
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.
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H. The terms "Computation Day" and "Record
Date" shall mean 10, 10, 10, and
10.
I. The term "Distribution Date" shall mean
25, 25, 25, and 25.
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.
L. The Depositor's Portfolio supervisory
service fee shall be $0.25 per 1,000 Units.
[Signatures and acknowledgments on separate pages]
