Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 32
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated May 24, 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:
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"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 Depositor, or
distribute to the Depositor Securities having a value, as
determined under Section 4.01 as of
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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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(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:
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.
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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 May 31, 2000.
H. The terms "Computation Day" and "Record Date" shall mean on
the tenth day of August 2000, November 2000, February 2001 and May
2001.
I. The term "Distribution Date" shall mean on the twenty-fifth
day of August 2000, November 2000, February 2001 and May 2001
or as soon thereafter as possible.
J. The term "Termination Date" shall mean, July 10, 2001.
K. The Trustee's Annual Fee shall be $.96 (per 1,000
Units) for 100,000,000 and above units outstanding; $1.01 (per
1,000 Units) for 50,000,000 - 99,999,999 units outstanding;
$1.05 (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 32 is hereby incorporated by reference
herein as Schedule A hereto.
