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Executed in 6 Parts
Counterpart No.( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 35
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated November 15, 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, Low Five Portfolio
Series 35.
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 November 21, 2000.
H. The terms "Computation Day" and "Record Date" mean on the tenth day of
February 2001, May 2001, August 2001, and November 2001.
I. The term "Distribution Date" shall mean on the twenty-fifth day of
February 2001, May 2001, August 2001, and November 2001.
J. The term "Termination Date" shall mean December 20, 2001.
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, Low Five Portfolio Series
35 is hereby incorporated by reference herein as Schedule A hereto.
