Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
TOP TEN PORTFOLIO SERIES 8
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated December 5, 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 Se-
xxxx, Trust Indenture and Agreement" (the "Basic Agreement") dated April 25,
1995, as amended. 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 in-
strument 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."
-2-
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 Date as provided in the
following sentence (less prior payments on account of
such advances, if any), and the provisions
-3-
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."
-4-
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 ex-
penses 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 an-
ticipated 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
-5-
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, Top Ten
Portfolio Series 8.
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 500,000 as of the date hereof.
F. A Unit of the Trust is hereby declared initially equal to
1/500,000th of the Trust.
G. The term "First Settlement Date" shall mean December 11,
1997.
H. The terms "Computation Day" and "Record Date" shall mean
March 10, June 10, September 10, and December 10, 1998.
I. The term "Distribution Date" shall mean quarterly on March
25, June 25, September 25, and December 25, 1998.
-6-
J. The term "Termination Date" shall mean January 12, 1999.
K. The Trustee's Annual Fee shall be $.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 out-
standing 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]
-7-
The Schedule of Portfolio Securities in Part A of the prospectus
included in this Registration Statement for National Equity Trust, Top Ten
Portfolio Series 8 is hereby incorporated by reference herein as Schedule A
hereto.
