SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
FORM
N-8B-2
REGISTRATION STATEMENT OF UNIT INVESTMENT TRUSTS
Pursuant to Section 8(b) of the
Investment Company Act of 1940
PRUDENTIAL UNIT TRUSTS
(Prudential Equity Trust Series 1
and any other series of
Prudential Unit Trusts)
and any series of
NATIONAL EQUITY TRUST
(Name of Unit Investment Trust)
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Not the issuer of periodic payment plan
certificates.
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I. ORGANIZATION AND GENERAL INFORMATION
3. Furnish name and principal business address and ZIP code and the
Internal Revenue Service Employer Identification Number of each custodian or
trustee of the trust indicating for which class of series of securities each
custodian or trustee is acting.
THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
unit investment trust at:
4 NEW YORK PLAZA
NEW YORK, NEW YORK 10004
The Internal Revenue Service Employer Identification Number for THE CHASE
MANHATTAN BANK (NATIONAL ASSOCIATION): 13-2633612
THE BANK OF NEW YORK
101 BARCLAY STREET
NEW YORK, NEW YORK 10286
unit investment trust office at:
101 BARCLAY STREET
NEW YORK, NEW YORK 10286
The Internal Revenue Service Employer Identification Number for THE BANK OF NEW
YORK: 13-4941102
The trustee of each series of securities is noted in the prospectus for each
such series.
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IX. EXHIBITS
**Exhibit A(1)
Trust Indenture and Agreement and related Reference Trust Agreement among
Prudential Securities Incorporated, Sponsor, the Trustee, and the Evaluator.
**Exhibit A(5)
Form of Certificate of Ownership (included in Exhibit (A(1)).
**Exhibit A(6)(a)
Certificate of Incorporation of Prudential Securities Incorporated.
**Exhibit A(6)(b)
Revised By-Laws of Prudential Securities Incorporated.
*Exhibit A(11)
Unit Investment Trust - Code of Ethics of Prudential Securities Incorporated.
***Exhibit D
Copy of Registration Statement on Form S-6.
**Exhibit E
Information as to Officers and Directors of Prudential Securities Incorporated.
**Exhibit F
Affiliations of Sponsor with other investment companies.
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* Filed herewith.
** Incorporated by reference to Item B in "Part II -- Additional Information Not
Required in Prospectus" of Exhibit D hereto, including exhibits thereto.
*** Incorporated by reference to Registration Statement on Form S-6 under
Securities Act of 1933 of the designated series of PRUDENTIAL UNIT TRUSTS or
NATIONAL EQUITY TRUST, respectively.
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SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the
Sponsor of the registrant has caused this Amendment to the Registration
Statement to be duly signed on behalf of the registrant in The City of New York
and State of New York on the 29th day of February, 2000.
PRUDENTIAL UNIT TRUSTS
(Prudential Equity Trust Series 1
and any other series of Prudential
Unit Trusts) and any series of
NATIONAL EQUITY TRUST) (Registrant)
By: PRUDENTIAL SECURITIES INCORPORATED
(Sponsor/Depositor)
By: Kenneth Swankie
Kenneth Swankie
Senior Vice President
[SEAL]
Attest: Kathleen Maguire
Kathleen Maguire
Assistant Secretary
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PRUDENTIAL SECURITIES INCORPORATED
UNIT INVESTMENT TRUST
CODE OF ETHICS
1. Purpose
This Code of Ethics ("Code") is adopted in connection with unit
investment trusts ("Trusts") sponsored by Prudential Securities Incorporated
("PSI") to comply with the requirements of the Investment Company Act of 1940,
as amended (the "Act"). This Code is intended to provide assurance that
management and employees of PSI act in the best interest of PSI's clients and
Trust unitholders in accordance with the following general principles:
(a) The duty at all times to place the interests of
unitholders first. PSI personnel should scrupulously
avoid serving their own personal interests ahead of
unitholder and Trust interests in any decision relating
to their personal investments.
(b) The requirement that all personal securities
transactions be conducted consistent with the Code and
in such a manner as to avoid any actual or potential
conflict of interest or any abuse of an individual's
position of trust and responsibility. PSI personnel
must not only seek to achieve technical compliance with
the Code but should strive to abide by its spirit and
the principles articulated herein.
(c) The fundamental standard that management and employees
should not take inappropriate advantage of their
positions. PSI personnel must avoid any situation that
might compromise, or call into question, their exercise
of fully independent judgment in the interest of
unitholders, including, but not limited to, the receipt
of unusual investment opportunities, perquisites, or
gifts of more than a de minimis value from persons
doing or seeking business with any Trust.
Rule 17j-1, under the Act, makes it unlawful for any affiliated person
of PSI, with regard to any Trust for which PSI is the principal underwriter, in
connection with the purchase or sale, directly or indirectly, by such person of
a security held or to be acquired by such Trust:
(1) To employ any device, scheme or artifice to defraud such Trust;
(2) To make to such Trust any untrue statement of a
material fact or omit to state to such Trust a material
fact necessary in order to make the statements made, in
light of the circumstances under which they are made,
not misleading;
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(3) To engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon any such
Trust; or
(4) To engage in any manipulative practice with respect to such Trust.
2. Definition
(a) "Access Person" means (1) any director or officer who, in the ordinary
course of his business, makes, participates in, or obtains information regarding
the purchase or sale of a covered security (as defined in Rule 17j-1) (a
"Security") by or for the Trust, or whose functions or duties as part of the
ordinary course of his business relate to the making of any recommendation to
such Trust regarding the purchase or sale of Securities and (2) any employee
who, in connection with his regular functions or duties, makes, participates in,
or obtains information regarding the purchase or sale of Securities by a Trust
or whose functions relate to the making of any recommendation with respect to
the purchases or sales of Securities by a Trust.
(b) The Officer in Charge of the PSI Unit Investment
Trust Department ("Trust Officer") means the person
designated by PSI (including his or her designee) as
having responsibility for compliance with the
requirements of the Code.
3. Applicability
Defined terms herein, unless defined otherwise, shall have the meaning
for such term contained in Rule 17(j)-l under the Act. The prohibitions
described below will only apply to a transaction in a Security in which the
designated Access Person has, or by reason of such transaction acquires, any
direct or indirect Beneficial Ownership.
4. Prohibited Purchases and Sales
A. Initial Public Offerings
No Access Person may acquire any Securities in an initial public
offering.
B. Private Placements
No Access Person may acquire any Securities in a private placement
without prior approval from the Trust Officer.
C. Black-out Periods
(i) Except as provided in Section 5 below,
Access Persons are prohibited from executing
a Securities transaction on a day during
which any Trust has a pending "buy" or
"sell" order in the same or an equivalent
Security and until such time as that order
is executed or withdrawn unless prior
approval has been received from the Trust
Officer or if the Trust Officer or his/her
supervisor intends to make such transaction,
from their immediate supervisor.
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(ii) Access Persons are prohibited from buying or
selling a Security within 90 days from the
date on which such security was purchased or
sold, unless prior approval has been
received from the Trust Officer.
(iii) If trades are effected during the periods
proscribed in (i) or (ii) above, except as
provided in (iv) below with respect to (i)
above, any profits realized on such trades
will be immediately required to be disgorged
to the Trust.
(iv) A transaction by Access Persons
inadvertently effected during the period
proscribed in (i) above will not be
considered a violation of the Code and
disgorgement will not be required so long as
the transaction was effected in accordance
with the preclearance procedures described
in Section 6 below and without prior
knowledge of trading by the Trust in the
same or an equivalent Security.
D. Short-Term Profits
Except as provided in Section 5 below, Access Persons are prohibited
from profiting from a purchase and sale, or sale and purchase, of the same or an
equivalent Security within any 90 calendar day period. If trades are effected
during the proscribed period, any profits realized on such trades will be
immediately required to be disgorged to the Trust.
5. Exempted Transactions
The prohibitions of Sections 4(C) and 4(D) will not apply to the
following:
(a) Purchases or sales of Securities effected in any
account over which the Access Person has no direct or
indirect influence or control or in any account of
the Access Person which is managed on a discretionary
basis by a person other than such Access Person and
with respect to which such Access Person does not in
fact influence or control such transactions.
(b) Purchases or sales of Securities (or their equivalents) which are not
eligible for purchase or sale by any Trust.
(c) Purchases or sales of Securities which are non-volitional on the part
of either the Access Person or the Trust.
(d) Purchases of Securities which are part of an automatic dividend
reinvestment plan.
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(e) Purchases effected upon the exercise of rights issued
by a issuer pro rata to all holders of a class of its
Securities, to the extent such rights were acquired
from such issuer, and sales of such rights so
acquired.
(f) One or more Securities transactions on any one day involving 100 shares
or less in the aggregate.
(g) Purchases or sales of Securities which receive the
prior approval of the Trust Officer (such person
having no personal interest in such purchases or
sales), based on a determination that no abuse is
involved and that such purchases and sales are not
likely to have any economic impact on the Trust or on
its ability to purchase or sell Securities of the
same class or other Securities of the same issuer.
6. Preclearance
Access Persons must preclear all personal Securities investments with
the exception of those identified in Section 5 above.
All requests for preclearance must be submitted to the Trust Officer or
in instances where such Trust Officer or his/her supervisor is seeking
preclearance, then from his/her immediate supervisor. All approved orders must
be executed by the close of business on the day preclearance is granted;
provided, however, that approved orders for Securities traded in foreign markets
may be executed within two (2) business days from the date preclearance is
granted. If any order is not timely executed, a request for preclearance must be
resubmitted.
7. Records of Securities Transactions and Post-Trade Review
The Trust Officer or his/her supervisor is required to review on a
timely basis the personal securities transactions of Access Persons for all
securities accounts in which such persons have a beneficial ownership interest.
8. Transaction and Accounts Covered
(a) All securities transactions, except for transactions involving
exempt securities listed in Section 5 of this Code must be reported in the next
quarterly transaction report after the transaction is effected.
(b) Every Access Person must file a report when due even if such person
made no purchases or sales of securities during the period covered by the
report.
9. Time of Reporting
Reports of personal transactions must be made within 10 calendar days
after the end of each calendar quarter.
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10. Disclosure of Personal Holdings
Upon commencement of employment and thereafter on an annual basis,
Access Persons must disclose all personal securities accounts. Persons becoming
Access Persons must, within 10 days of becoming Access Persons, provide a list
of Securities.
11. Gifts
Access Persons are prohibited from receiving any gift or other thing of
more than $100 in value from any person or entity that does business with or on
behalf of any Trust. Occasional business meals or entertainment (theatrical or
sporting events, etc.) are permitted so long as they are not excessive in number
or cost.
12. Service As A Director
Access Persons are prohibited from serving on the boards of directors
of publicly traded companies, absent prior authorization by the Law Department
based upon a determination that the board service would be consistent with the
interests of any Trust. In the limited instances that such board service is
authorized, such persons will be isolated from those making investment decisions
affecting transactions in Securities issued by any publicly traded company on
whose board such person serves as a director through the use of "Chinese Wall"
or other procedures designed to address the potential conflicts of interest.
13. Certification of Compliance with the Code
Access Persons are required to certify annually as follows:
(a) that they have read and understood the Code;
(b) that they recognize that they are subject to the Code;
(c) that they have complied with the requirements of the Code; and
(d) that they have disclosed or reported all personal
Securities transactions required to be disclosed or
reported pursuant to the requirements of the Code.
14. Code Violations
All violations of the Code will be reported to the PSI Law Department
immediately. PSI may take such action as it deems appropriate including
termination of employment.
15. Review by the Compliance Department
The Compliance Department will periodically review the effectiveness of
the Code and its procedures and if and, where applicable, will recommend changes
or modifications.
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16. PSI Compliance Policies and Procedures
In the event PSI's Compliance Policies and Procedures impose more
stringent requirements than those imposed under this Code, all Access Persons
will be required to adhere and comply with those more stringent Policies and
Procedures.
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THIS ACKNOWLEDGMENT IS TO BE SIGNED AND RETURNED BY UNIT INVESTMENT TRUST
EMPLOYEES
TO:
FROM:
(print name)
I have received a copy of the Unit Investment Trust Code of Ethics, dated March
1, 2000. I have read the Code, agree to conduct my activities in accordance
therewith and understand and agree that a failure to observe the policies,
procedures and guidelines therein and any amendments thereto may subject me to
disciplinary action.
(signature) (date)
Retention Period: This form must be retained for a period of at least five
years in an easily accessible place.
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Unit Investment Trust Employee Trade Approval Form
(to be completed by employee prior to trade)
Date:
Name of Employee:
Trade approval requested for: Purchase Sale
Security Description:
Amount:
Price Expected:
o Have you purchased or sold this security (or derivative thereof) in any
quantity during the past 90 calendar days? Yes No
o Are you aware of any open or pending unit investment trust orders as it
relates to the security? Yes No
o Are you in possession of inside information as it relates to the
security?
Yes No
AUTHORIZATION HAS BEEN: GRANTED DENIED
Manager Signature Date
o Did you notify the Control Unit? Yes No
I certify that all of the above is true, accurate and complete.
Signature of Employee Date
* * * * * * * * * * * * * * * * * * * *
This authorization is valid for one business day.
Retention Period: This form must be retained for a period of at least five years
in an easily accessible place.
