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Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
UNIQUE OPPORTUNITIES TRUST
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated October 11, 2000 among Prudential
Securities Incorporated, as Depositor 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 February 2, 2000. 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.
A. Article III, entitled "Administration of Trust," shall be amended as
follows:
(i) Section 3.14 Deferred Sales Charge shall be amended to add the
following sentences at the end thereof:
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"References to Deferred Sales Charge in this Trust Indenture and
Agreement shall include any Creation and Development Fee indicated in
the prospectus for a Trust. The Creation and Development Fee shall be
payable on each date so designated and in an amount determined as
specified in the prospectus for a Trust."
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, Unique
Opportunities Trust.
B. The Units of the Trust shall be subject to a deferred sales charge.
C. 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.
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 125,000 as of the date hereof.
F. A Unit of the Trust is hereby declared initially equal to
1/125,000th of the Trust.
G. The term "First Settlement Date" shall mean October 17, 2000.
H. The terms "Computation Day" and "Record Date" shall mean on tenth
day of January 2001, April 2001, July 2001 and October 2001.
I. The term "Distribution Date" shall mean on the twenty-fifth day of
January 2001, April 2001, July 2001 and October 2001.
J. The term "Termination Date" shall mean November 14, 2001.
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K. The Trustee's Annual Fee shall be $.90 (per 1,000 Units) for
49,999,999 and below units outstanding $.84 (per 1,000 Units) on the next
50,000,000 Units, $.78 (per 1,000 Units) on the next 100,000,000 Units, and
$.66 (per 1,000 Units) on Units in excess of 200,000,000 Units. 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 $.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, Unique Opportunities
Trust is hereby incorporated by reference herein as Schedule A hereto.
