Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
UNIQUE OPPORTUNITIES TRUST SERIES 3
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated , 2001 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:
"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."
<PAGE>
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 Series 3.
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 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 , 2001.
H. The terms "Computation Day" and "Record Date" shall be on the tenth day
of 2001, 2001, 2001 and 2001.
I. The term "Distribution Date" shall be on the twenty-fifth day of
2001, 2001, 2001 and 2001.
J. The term "Termination Date" shall mean , 2001.
K. The Trustee's Annual Fee shall be $ (per 1,000 Units) for 49,999,999 and
below units outstanding $ (per 1,000 Units) on the next 50,000,000 Units, $ (per
1,000 Units) on the next 100,000,000 Units, and $ (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 $ per 1,000
Units.
[Signatures and acknowledgments on separate pages]
