Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 32
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."
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
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
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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. 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."
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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
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:
A. The Trust is denominated National Equity Trust, Low Five
Portfolio Series 32.
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 mean
on the tenth day of , 2000, , 2000, , 2000, and
, 2001.
I. The term "Distribution Date" shall mean on the
twenty-fifth day of , 2000, , 2000, , 2000,
and , 2001.
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.
L. The Depositor's Portfolio supervisory service fee shall
be $ per 1,000 Units.
[Signatures and acknowledgments on separate pages]
