Exhibit 4.b
Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
SHORT-TERM LOW FIVE COVERED WRITE OPTION TRUST SERIES 1
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated August 8, 2001 among
Prudential Investment Management Services LLC, as Depositor, Prudential
Securities Incorporated, as Portfolio Supervisor, and The Bank of New York, as
Trustee, sets forth certain provisions in full and incorporates other provisions
by reference to the document entitled "National Equity Trust, Trust Indenture
and Agreement" (the "Basic Agreement") dated August 8, 2001. 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.
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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, Short-Term
Low Five Covered Write Option Trust Series 1.
B. The publicly traded stocks 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
subject to the Purchase Rights listed in Schedule A hereto.
C. The term "Depositor" shall mean Prudential Investment
Management Services LLC.
D. The term "Portfolio Supervisor" 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 5,446,728 as of the date hereof.
F. A Unit of the Trust is hereby declared initially equal to
1/5,446,728th of the Trust.
G. The term "First Settlement Date" shall mean August 14,
2001.
H. The term "Distribution Date" shall be as soon as possible
after the Termination Date to Unit Holders of record on the Termination
Date.
I. The term "Termination Date" shall mean February 21, 2002.
J. The Trustee's Annual Fee shall be $1.10 (per 1,000 Units).
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K. The Portfolio Supervisor'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,
Short-Term Low Five Covered Write Option Trust Series 1 is hereby
incorporated by reference herein as Schedule A hereto.