Exhibit 4.b
Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 12
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated July 21, 1997 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) The first part of the first sentence of Section 3.01 Initial
Costs shall be amended to substitute the following language
before the phrase "provided, however":
"With respect to the Trust, the cost of the preparation and
printing of the Indenture, Registration Statement and other
documents relating to the Trust, Federal and State
registration fees and costs, the initial fees and expenses of
the Trustee, legal and auditing expenses and other
out-of-pocket organizational expenses, to the extent not borne
by the Depositor, shall be paid by the Trust;"
Section 3.01 shall be further amended to add the following
language:
"To the extent the funds in the Income and Principal Accounts
of the Trust shall be insufficient to pay the expenses borne
by the Trust specified in this Section 3.01, the Trustee shall
advance out of its own funds and cause to be deposited and
credited to the Income Account such amount as may be required
to permit payment of such expenses. The Trustee shall be
reimbursed for such advance on each Record Date from funds on
hand in the Income Account or, to the extent funds are not
available in such Account, from the Principal Account in the
amount deemed to have accrued as of such Record
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Date as provided in the following sentence (less prior
payments on account of such advances, if any), and the
provisions of Section 6.04 with respect to the reimbursement
of disbursements for Trust expenses, including, without
limitation, the lien in favor of the Trustee therefor and the
authority to sell Securities as needed to fund such
reimbursement, shall apply to the payment of expenses and the
amounts advanced pursuant to this Section. For the purposes of
the preceding sentence and the addition provided in clause
(a)(3) of Section 5.01, the expenses borne by the Trust
pursuant to this Section shall be deemed to have been paid on
the date of the Reference Trust Agreement and to accrue at a
daily rate over the time period specified for their
amortization provided in the Prospectus; provided, however,
that nothing herein shall be deemed to prevent, and the
Trustee shall be entitled to, full reimbursement for any
advances made pursuant to this Section no later than the
termination of the Trust.
For purposes of calculating the accrual of organizational
expenses under this Section 3.01, the Trustee shall rely on
the written estimates of such expenses provided by the
Depositor pursuant to Section 5.01."
(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
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amended to replace the word "equal" with the
following phrase: "be sufficient to pay."
D. Article V, entitled "Trust Evaluation, Redemption, Transfer of
Units," Section 5.01 Trust Evaluation shall be amended as
follows:
(i) the second sentence of the first paragraph of
Section 5.01 shall be amended by deleting the
word "and" appearing at the end of subsection
(a)(2) of such sentence and inserting the
following after "(a)(3)": "amounts representing
organizational expenses paid from the Trust less
amounts representing accrued organizational
expenses of the Trust, and (a)(4)."
(ii) The following shall be added at the end of the
first paragraph of Section 5.01:
Until the Depositor has informed the Trustee that there
will be no further deposits of Additional Securities pursuant
to section 3.06, the Depositor shall provide the Trustee with
written estimates of (i) the total organizational expenses to
be borne by the Trust pursuant to Section 3.01 and (ii) the
total number of Units to be issued in connection with the
initial deposit and all anticipated deposits of Additional
Securities. For purposes of calculating the value of the Trust
and Unit Value, the Trustee shall treat all such anticipated
expenses as having been paid and all liabilities therefor as
having been incurred, and all Units as having been issued, in
each case on the date of the Reference Trust Agreement, and,
in connection with each such calculation, shall take into
account a pro rata portion of such expense and liability based
on the actual number of Units issued as of the date of such
calculation. In the event the Trustee
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is informed by the Depositor of a revision in its estimate of
total expenses or total Units and upon the conclusion of the
deposit of Additional Securities, the Trustee shall base
calculations made thereafter on such revised estimates or
actual expenses, respectively, but such adjustment shall not
affect calculations made prior thereto and no adjustment shall
be made in respect thereof.
(iii) The second paragraph of Section 5.01 shall be amended by
replacing "(a)(3)" with "(a)(4)" in the first line.
E. 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 12.
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.
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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
July 25, 1997.
H. The terms "Computation Day" and "Record Date" shall
mean October 10, 1997, January 10, 1998, April 10, 1998 and
July 10, 1998.
I. The term "Distribution Date" shall mean October 25,
1997, January 25, 1998, April 25, 1998 and July 25, 1998.
J. The term "Termination Date" shall mean August 24, 1998.
K. The Trustee's Annual Fee shall be $.79 (per 1,000 Units)
for 100,000,000 and above units outstanding; $0.85 (per 1,000
Units) for 50,000,000 - 99,999,999 units outstanding; $0.91 (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]
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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 12 is hereby incorporated by reference
herein as Schedule A hereto.
