Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 28
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated November 3, 1999 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 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
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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 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
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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."
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 28.
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 November 9, 1999.
H. The terms "Computation Day" and "Record Date" shall mean on the
tenth day of February 2000, May 2000, August 2000, and November 2000.
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I. The term "Distribution Date" shall mean on the twenty-fifth day
of February 2000, May 2000, August 2000, and November 2000 or as soon
thereafter as possible.
J. The term "Termination Date" shall mean December 14, 2000.
K. The Trustee's Annual Fee shall be $.95 (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
$.19 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
28 is hereby incorporated by reference herein as Schedule A hereto.
