<PAGE>
As filed with the Securities and Exchange Commission on September 30,1998
Registration No. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2
_____________________
A. Exact Name of Trust:
NATIONAL EQUITY TRUST
Low Five Portfolio Series 23
B. Name of depositor:
PRUDENTIAL SECURITIES INCORPORATED
C. Complete address of depositor's principal executive office:
One Seaport Plaza
199 Water Street
New York, New York 10292
D. Name and complete address of agent for service:
Copy to:
LEE B. SPENCER, JR., ESQ. KENNETH W. ORCE, ESQ.
PRUDENTIAL SECURITIES INCORPORATED CAHILL GORDON & REINDEL
One Seaport Plaza 80 Pine Street
199 Water Street New York, New York 10005
New York, New York 10292
E. Title and amount of securities being registered:
An indefinite number of Units of
NATIONAL EQUITY TRUST,
Low Five Portfolio Series 23
Pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940 as amended
F. Proposed maximum aggregate offering price to the public of the
securities being registered:
Indefinite
G. Amount of filing fee:
N/A
H. Approximate date of proposed sale to public:
As soon as practicable after the effective date of the registration
statement.
===========================================================================
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall hereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
NATIONAL EQUITY TRUST
Low Five Portfolio Series 23
CROSS-REFERENCE SHEET
Pursuant to Rule 404(c) of Regulation C
under the Securities Act of 1933
(Form N-8B-2 Items required by Instruction as
to the Prospectus in Form S-6)
Form N-8B-2 Form S-6
Item Number Heading in Prospectus
I. Organization and General Information
1. (a) Name of Trust .........................) Prospectus front cover
(b) Title of securities issued ............)
2. Name and address of each depositor .......... Sponsor; Prospectus
back cover
3. Name and address of trustee ................. Trustee
4. Name and address of each principal
underwriter ............................... Sponsor
5. State of organization of trust .............. The Trust
6. Execution and termination of trust
agreement ................................. Summary of Essential
Information; The
Trust; Amendment and
Termination of the
Indenture
7. Changes of Name .............................) *
8. Fiscal year .................................) *
9. Litigation ..................................) *
II. General Description of the Trust and
Securities of the Trust
_______________________
* Inapplicable, answer negative or not required.
i
<PAGE>
10. (a) Registered or bearer securities .......) *
(b) Cumulative or distributive
securities .......................... *
(c) Redemption ............................ Rights of Unit Holders
-- Redemption
(d) Conversion, transfer, etc. ............ Rights of Unit Holders
-- Redemption
(e) Periodic payment plan .................) *
(f) Voting rights ......................... *
(g) Notice to certificateholders .......... The Trust; Rights of
Unit Holders --
Reports
and Records; Sponsor
-- Responsibility;
Sponsor --
Resignation; Trustee
-- Resignation;
Amendment and
Termination of the
Indenture
(h) Consents required ..................... The Trust; Amendment
and Termination of
the Indenture
(i) Other provisions ...................... Tax Status
11. Type of securities comprising units ......... Prospectus front cover;
The Trust
12. Certain information regarding
periodic payment certificates ............. *
13. (a) Load, fees, expenses, etc. ............ Summary of Essential
Information; Public
Offering of Units --
Public Offering
Price;
Public Offering of
Units -- Sponsor's
and
Underwriter's
Profits;
Public Offering of
Units -- Volume
Discount; Public
Offering of Units --
Employee Discount;
Exchange Option;
Reinvestment Program;
Expenses and Charges;
Sponsor --
Responsibility
_______________________
* Inapplicable, answer negative or not required.
ii
<PAGE>
(b) Certain information regarding
periodic payment certificates ....... *
(c) Certain percentages ................... Summary of Essential
Information; Public
Offering of Units --
Public Offering
Price;
Public Offering of
Units -- Profit of
Sponsor; Public
Offering of Units --
Volume Discount;
Public Offering of
Units -- Employee
Discount; Exchange
Option
(d) Price Differentials ................... Public Offering of
Units
-- Employee Discount
(e) Certain other fees, etc. payable
by holders .......................... Rights of Unit Holders
-- Certificates
(f) Certain other profits receivable
by depositor, principal under-
writer, trustee or affiliated
persons ............................. The Trust -- Objectives
and Securities
Selection; Rights of
Unit Holders --
Redemption --
Purchase
by the Sponsor of
Units Tendered for
Redemption
(g) Ratio of annual charges to
income .............................. *
14. Issuance of trust's securities .............. The Trust; Rights of
Unit Holders --
Certificates
15. Receipt and handling of payments from
purchasers ................................ *
16. Acquisition and disposition of under-
lying securities .......................... The Trust -- Portfolio
Summary; The Trust --
Objectives and
Securities Selection;
Rights of Unit
Holders
_______________________
* Inapplicable, answer negative or not required.
iii
<PAGE>
-- Redemption;
Sponsor
- Responsibility
17. Withdrawal or redemption .................... Rights of Unit Holders
-- Redemption
18. (a) Receipt, custody and disposition
of income ........................... Rights of Unit Holders
-- Distribution of
Interest and
Principal; Rights of
Unit Holders -
Reports
and Records
(b) Reinvestment of distributions ......... Reinvestment Programs
(c) Reserves or special funds ............. Expenses and Charges;
Rights of Unit
Holders
-- Distribution of
Interest and
Principal
(d) Schedule of distributions ............. *
19. Records, accounts and reports ............... Rights of Unit Holders
-- Distributions of
Interest and
Principal; Rights of
Unit Holders --
Reports and Records
20. Certain miscellaneous provisions of
trust agreement ........................... Sponsor -- Limitations
on Liabil-
(a) Amendment .............................) ity; Sponsor --
Resignation;
(b) Termination ...........................) Trustee -- Limitations
on Liabil-
(c) and (d) Trustee, removal and ity; Trustee -
successor ...........................) Resignation;
Amendment and
Termination of
(e) and (f) Depositor, removal and the Indenture
successor ...........................)
21. Loans to security holders ................... *
22. Limitation on liability ..................... The Trust -- Portfolio
Summary; Sponsor --
Limitations on
Liability; Trustee --
_______________________
* Inapplicable, answer negative or not required.
iv
<PAGE>
Limitations on
Liability; Evaluator
-- Limitations on
Liability
23. Bonding arrangements ........................ Additional Information
-- Item A
24. Other material provisions of trust
agreement ................................. *
III. Organization, Personnel and
Affiliated Persons of Depositor
25. Organization of depositor ................... Sponsor
26. Fees received by depositor .................. *
27. Business of depositor ....................... Sponsor
28. Certain information as to officials
and affiliated persons of
depositor ................................. Contents of
Registration
Statement -- Part II
29. Companies controlling depositor ............. Sponsor
30. Persons controlling depositor ............... *
31. Payments by depositor for certain
services rendered to trust ................) *
32. Payments by depositor for certain
other services rendered to trust ..........) *
33. Remuneration of employees of depositor
for certain services rendered to
trust .....................................) *
34. Remuneration of other persons for
certain services rendered to trust ........) *
35. Distribution of trust's securities
in states ................................. Public Offering of
Units
-- Public
Distribution
_______________________
* Inapplicable, answer negative or not required.
v
<PAGE>
36. Suspension of sales of trust's
securities ................................) *
37. Revocation of authority to distribute .......) *
38. (a) Method of distribution ................) *
(b) Underwriting agreements ............... Public Offering of
Units
(c) Selling agreements ....................) *
39. (a) Organization of principal under-
writer ..............................) Sponsor
(b) N.A.S.D. membership of principal
underwriter .........................) Sponsor
40. Certain fees received by principal
underwriter ............................... *
41. (a) Business of principal underwriter ..... Sponsor
(b) Branch offices of principal
underwriter .........................) *
(c) Salesmen of principal underwriter .....) *
42. Ownership of trust's securities by
certain persons ...........................) *
43. Certain brokerage commissions received
by principal underwriter ..................) *
44. (a) Method of valuation ................... Summary of Essential
Information; Public
Offering of Units --
Public Offering
Price;
Public Offering of
Units -- Public
Distribution; Public
Offering of Units --
Secondary Market
(b) Schedule as to offering price ......... *
(c) Variation in offering price to
certain persons ..................... Public Offering of
Units
-- Public
Distribution; Public
Offering of Units --
Volume Discount;
Public Offering of
Units -- Employee
_______________________
* Inapplicable, answer negative or not required.
vi
<PAGE>
Discount; Exchange
Option
45. Suspension of redemption rights ............. *
46. (a) Redemption Valuation .................. Summary of Essential
Information; Rights
of
Unit Holders --
Redemption --
Computation of
Redemption Price per
Unit
(b) Schedule as to redemption price ....... *
47. Maintenance of position in underlying
securities ................................ Public Offering of
Units
-- Secondary Market;
Rights of Unit
Holders
-- Redemption --
Computation of
Redemption Price per
Unit; Rights of Unit
Holders -- Redemption
-- Purchase by the
Sponsor of Units
Tendered for
Redemption
IV. Information Concerning the Trustee
or Custodian
48. Organization and regulation of
trustee ................................... Trustee
49. Fees and expenses of trustee ................ Expenses and Charges
50. Trustee's lien .............................. Expenses and Charges --
Other Charges
V. Information Concerning Insurance of
Holders of Securities
51. Insurance of holders of trust's
securities ................................. The Trust -- Insurance
on the Securities in
the Portfolio of an
Insured Trust
_______________________
* Inapplicable, answer negative or not required.
vii
<PAGE>
VI. Policy of Registrant
52. (a) Provisions of trust agreement with
respect to selection or elimina-
tion of underlying securities ....... Prospectus front cover;
The Trust --
Portfolio
Summary; The Trust --
Insurance on the
Securities in the
Portfolio of an
Insured
Trust; The Trust --
Objectives and
Securities Selection;
Sponsor --
Responsibility
(b) Transactions involving elimination
of underlying securities ............ *
(c) Policy regarding substitution or
elimination of underlying
securities .......................... Sponsor --
Responsibility
(d) Fundamental policy not otherwise
covered ............................. *
53. Tax status of trust ......................... Prospectus front cover;
Tax Status
VII. Financial and Statistical Information
54. Trust's securities during last ten
years .....................................) *
55. )
56. Certain information regarding periodic
payment certificates ......................) *
57. )
58. )
59. Financial statements (Instruction 1(c)
to Form S-6) .............................. Statement of Financial
Condition of the
Trust
_______________________
* Inapplicable, answer negative or not required.
viii
<PAGE>
Subject to Completion, Dated September 30, 1998
NATIONAL EQUITY TRUST
Low Five Portfolio Series 23
[LOGO]
The attached final prospectus for a prior Series of National
Equity Trust is hereby used as a preliminary prospectus for Low Five
Portfolio Series 23. The narrative information relating to the operation of
this Series and the structure of the final prospectus for this Series will be
substantially the same as that set forth in the attached prospectus.
Information with respect to pricing, the number of Units, dates and summary
information regarding the characteristics of securities to be deposited in
this Series is not now available and will be different from that included in
the attached final prospectus since each Series has a unique Portfolio.
Accordingly, the information contained herein with regard to the previous
Series should be considered as being presented for informational purposes
only. Investors should contact account executives of the Sponsor who will be
informed of the expected effective date of this Series and who will be
supplied with complete information with respect to such Series on the day of
effectiveness of the registration statement relating to Units of this
Series.
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy them be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state.
<PAGE>
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 20
The prospectus dated September 17, 1998, File No. 333-61099 is
hereby incorporated by reference.
<PAGE>
PART II. ADDITIONAL INFORMATION NOT REQUIRED IN PROSPECTUS
CONTENTS OF REGISTRATION STATEMENT
Item A -- Bonding Arrangements
The employees of Prudential Securities Incorporated are covered
under Broker's Blanket Policies, Standard Form No. 14 in the aggregate amount
of $62,500,000.
Item B -- Contents of Registration Statement
This Registration Statement on Form S-6 comprises the following
papers and documents:
The cross-reference sheet.
The Prospectus.
Signatures.
Listed below is the name and registration number of a previous
series of National Equity Trust, the final prospectus of which, properly
supplemented, is used as a preliminary prospectus for National Equity
Trust, Low Five Portfolio Series 23. This prior final prospectus is
incorporated herein by reference.
National Equity Trust,
Low Five Portfolio Series 20
(Registration No. 333-61099)
Written consents of the following persons:
Cahill Gordon & Reindel (included in Exhibit 5).
(2) Deloitte & Touche LLP
The following Exhibits:
(4) Ex-3.(i) - Certificate of Incorporation of Prudential
Securities Incorporated dated March 29, 1993.
(7) Ex-3.(ii) - Revised By-Laws of Prudential Securities
Incorporated as amended through June 21,
1996.
II-1
<PAGE>
(5) Ex-4.a - Trust Indenture and Agreement, dated April 25,
1995.
(1) Ex-4.b - Draft of Reference Trust Agreement.
(2) Ex-5 - Opinion of counsel as to the legality of the
securities being registered.
(6) Ex-24 - Powers of Attorney executed by a majority of
the Board of Directors of Prudential
Securities Incorporated.
(2) Ex-27 - Financial Data Schedule.
Ex-99.1 - Information as to Officers and Directors of
Prudential Securities Incorporated is
incorporated by reference to Schedules A and
D of Form BD filed by Prudential Securities
Incorporated pursuant to Rules 15b1-1 and
15b3-1 under the Securities Exchange Act of
1934 (1934 Act File No. 8-16267).
(3) Ex-99.2 - Affiliations of Sponsor with other investment
companies.
(3) Ex-99.3 - Broker's Blanket Policies, Standard Form No. 14
in the aggregate amount of $62,500,000.
(5) Ex-99.4 - Distribution Agency Agreement among Prudential
Securities Incorporated, as Depositor, United
States Trust Company of New York, as Trustee,
and United States Trust Company of New York,
as Distribution Agent.
(8) Ex-99.5 - Amendment to Distribution Agency Agreement
among Prudential Securities Incorporated, as
Depositor, The Chase Manhattan Bank, as
Trustee, and The Chase Manhattan Bank, as
Distribution Agent.
(9) Ex-99.6 - Amendment to Distribution Agency Agreement
dated September 23, 1996 among Prudential
Securities Incorporated, as Depositor, The
Chase Manhattan Bank, as Trustee, and The
Chase Manhattan Bank, as Distribution Agent
included as part of the Reference Trust
Agreement filed as Exhibit 4.b to National
Equity Trust Top Ten Portfolio Series 1.
____________________
(1) Filed herewith.
(2) To be filed by amendment.
(3) Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of Prudential
Unit Trusts, Insured Tax-Exempt Series 1, Registration No. 2-89263.
(4) Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of Government
Securities Equity Trust Series 5, Registration No. 33-57992.
(5) Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of National
Equity Trust, Low Five Portfolio Series 1, Registration No. 33-55475.
(6) Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of National
Municipal Trust, Series 172, Registration No. 33-54681, National
Equity Trust, Top Ten Portfolio Series 3, Registration No. 333-15919,
and National Equity Trust, Low Five Portfolio Series 17, Registration
No. 333-44543.
(7) Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of National
Municipal Trust, Series 186, Registration No. 33-54697.
(8) Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of National
Equity Trust, Low Five Portfolio Series 6, Registration No.
333-01889.
(9) Incorporated by reference to exhibit of same designation filed with
the Securities and Exchange Commission as an exhibit to the
Registration Statement under the Securities Act of 1933 of National
Equity Trust Top Ten Portfolio Series 1, Registration No. 333-02753.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, National Equity Trust, Low Five Portfolio Series 23, has duly
caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of New York, and State of
New York on the 30th day of September, 1998.
NATIONAL EQUITY TRUST
Low Five Portfolio Series 23
(Registrant)
By PRUDENTIAL SECURITIES INCORPORATED
(Depositor)
By the following persons*, who constitute
a majority of the Board of Directors of
Prudential Securities Incorporated
Alan D. Hogan
A. Laurence Norton, Jr.
Leland B. Paton
Martin Pfinsgraff
Vincent T. Pica II
James D. Price
Hardwick Simmons
Lee B. Spencer, Jr.
Brian M. Storms
By /s/ Kenneth Swankie
(Kenneth Swankie,
Senior Vice President,
Manager - Unit Investment
Trust Department, as
authorized signatory for
Prudential Securities
Incorporated and
Attorney-in-Fact for the
persons listed above)
____________________
* Pursuant to Powers of Attorney previously filed.
II-3
<PAGE>
CONSENT OF COUNSEL
The consent of Cahill Gordon & Reindel to the use of its name in
the Prospectus included in this Registration Statement will be contained in
its opinion to be filed as Exhibit 5 to this Registration Statement.
_______________________
CONSENT OF INDEPENDENT AUDITORS
[to be filed by Amendment]
II-4
<PAGE>
Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 23
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 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:
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."
<PAGE>
-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) 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
<PAGE>
-3-
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.
(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."
<PAGE>
-4-
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 23.
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
, 1998.
<PAGE>
-5-
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
, 1999.
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]
<PAGE>
