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Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
TOP TEN PORTFOLIO SERIES 26
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated October 25, 2000 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:
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In consideration of the premises and of the mutual agreements herein
contained, the Depositor and the Trustee agree as follows:
Part I.
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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."
(iv) Section 3.14 Deferred Sales Charge shall be
amended to add the following sentences at the end
thereof:
"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."
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.
E. Section 6.05 shall be amended to delete the clause "if the Depositor shall
determine in good faith that there has occurred either (1) a material
deterioration in the creditworthiness of the Trustee or (2) one or more
negligent acts on the part of the Trustee having a materially adverse
effect, either singly or in the aggregate, on the Trust or on one or more
Trusts, such that the replacement of the Trustee is in the best interest of
the Unit Holders" and insert in place thereof "upon the determination of
the Depositor to remove the Trustee for any reason, either with or without
cause, including but not limited to a determination by the Depositor that
the Trustee has materially failed to perform its duties under the Indenture
and the interest of Unit Holders has been substantially impaired as a
result".
Part II.
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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 26.
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 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 31, 2000.
H. The terms "Computation Day" and "Record Date" shall mean on the
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 or as soon thereafter
as possible.
J. The term "Termination Date" shall mean December 5, 2001.
K. The Trustee's Annual Fee shall be $1.16 (per 1,000 Units) for
100,000,000 and above units outstanding; $1.22 (per 1,000 Units) for
50,000,000-99,999,999 units outstanding; $1.26 (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
$.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, Top Ten Portfolio
Series 26 is hereby incorporated by reference herein as Schedule A hereto.
