Executed in 6 Parts
Counterpart No. ( )
NATIONAL EQUITY TRUST
LOW FIVE PORTFOLIO SERIES 19
REFERENCE TRUST AGREEMENT
This Reference Trust Agreement dated July 29, 1998 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:
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 except that the Basic Agreement is hereby amended in the following
manner:
-2-
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 as 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 Depositor, or distribute to the Depositor
Securities having a value, as determined under Section 4.01 as of
-3-
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.
(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 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."
-4-
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.
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 19.
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 250,000 as of the date hereof.
F. A Unit of the Trust is hereby declared initially equal to 1/250,000th
of the Trust.
G. The term "First Settlement Date" shall mean August 4, 1998.
H. The terms "Computation Day" and "Record Date" shall
mean October 10, 1998, January 10, 1999, April 10, 1999, and July 10, 1999.
I. The term "Distribution Date" shall mean October 25, 1998,
January 25, 1999, April 25, 1999, and July 25, 1999.
J. The term "Termination Date" shall mean August 31, 1999.
K. The Trustee's Annual Fee shall be $0.74 (per 1,000 Units) for
100,000,000 and above units outstanding; $0.85 (per 1,000 Units) for
50,000,000 - 99,999,999 units outstanding; $0.91
-5-
(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 $0.25 per
1,000 Units.
[Signatures and acknowledgments on separate pages]
-6-
The Schedule of Portfolio Securities in Part A of the prospectus
included in this Registration Statement for National Equity Trust, Low
Five Portfolio Series 19 is hereby incorporated by reference herein as
Schedule A hereto.