Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 202
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated January 14, 1998 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:
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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 Section2.03 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 Section3.01 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;"
Section3.01 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 Section3.01,
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
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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 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 amended to replace the word "equal" with
the following phrase: "be sufficient to pay."
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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
follow- ing after "(a)(3)": "amounts representing organ-
izational expenses paid from the Trust less amounts
representing accrued organizational ex- penses 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 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.
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(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 202.
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.
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 January 21, 1998.
H. The terms "Computation Day" and "Record Date" shall mean
quarterly on the tenth day of April, July, October, and January
commencing April 10, 1998.
I. The term "Distribution Date" shall mean quarterly on the
twenty-fifth day of April, July, October, and January commencing
April 25, 1998 or as soon thereafter as possible.
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J. The term "Termination Date" shall mean January 19, 2000.
K. The Trustee's Annual Fee shall be $0.90 (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 202 is hereby incorporated by reference herein as
Schedule A hereto.
