Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 31
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."
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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. 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.
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 31.
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 10, 10, 10,
and 10.
I. The term "Distribution Date" shall mean 25, 25, 25, and 25.
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 $0.25 per
1,000 Units.
[Signatures and acknowledgments on separate pages]
