THE FIRST TRUST GNMA REINVESTMENT INCOME TRUST "GRIT", SERIES 102
TRUST AGREEMENT
Dated: June 13, 2007
This Trust Agreement among First Trust Portfolios, L.P., as Depositor,
The Bank of New York, as Trustee, First Trust Advisors L.P., as Evaluator and
Portfolio Supervisor and FTP Services LLC, as FTPS Unit Servicing Agent, sets
forth certain provisions in full and incorporates other provisions by reference
to the document entitled "Standard Terms and Conditions of Trust for The First
Trust GNMA, Series 96 and certain subsequent Series, Effective January 20, 2005"
(herein called the "Standard Terms and Conditions of Trust"), and such
provisions as are incorporated by reference constitute a single instrument. All
references herein to Articles and Sections are to Articles and Sections of the
Standard Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor, the Trustee, the Evaluator and the Portfolio
Supervisor 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 Standard Terms and Conditions of Trust 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.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST FOR THE FIRST TRUST GNMA
REINVESTMENT INCOME TRUST "GRIT", SERIES 102
The following special terms and conditions are hereby agreed to:
(A) The Securities defined in Section 1.01(5) listed in Schedule A
hereto have been deposited in trust under this Trust Agreement and shall include
any securities deposited in the Fund pursuant to Section 2.01 hereof.
(B) The number of Units in the Trust referred to in Section 2.03 is set
forth under "Summary of Essential Information - Initial Number of Units" in the
Prospectus.
(C) For the Trust the First General Record Date shall be set forth
under "Summary of Essential Information" in the Prospectus.
(D) For the Trust the First Settlement Date shall be set forth under
"Summary of Essential Information - First Settlement Date" in the Prospectus.
(E) For the Trust the Record Dates and the Distribution Dates shall be
set forth under "Summary of Essential Information" in the Prospectus.
(F) First Trust Advisors L.P.'s compensation as referred to in Section
4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's
compensation as referred to in Section 3.17 of the Standard Terms and Conditions
of Trust shall collectively be an annual fee in the amount of $0.60 per 100
Units.
PART III
A. Notwithstanding any provision to the contrary in the Standard Terms
and Conditions of Trust, the Trustee may deem and treat the FTPS Unit Servicing
Agent as the sole Unit holder of FTPS Units for all purposes of the Indenture
and shall not be affected by any notice to the contrary.
B. Section 1.01 of the Standard Terms and Conditions of Trust shall be
amended to include the following:
"Section 1.01(18). "FTPS Unit" shall mean Units which are purchased
through the Fund/SERV(R) trading system or on a manual basis through FTP
Services LLC or for FTP Services LLC is acting as FTPS Unit Servicing Agent."
"Section 1.01(19). "FTPS Unit Servicing Agent" shall mean FTP Services
LLC or any successor FTPS Unit servicing agent appointed as hereinafter
provided."
C. Section 3.05. of the Standard Terms and Conditions of Sub-Trust
shall be amended to include the following at the end of sub-section (a)-(d):
"(e) deduct from the Interest Account or, to the extent funds are not
available in such Account, from the Principal Account and pay to the FTPS Unit
Servicing Agent the amount that it is entitled to receive pursuant to Section
3.17."
D. Article III of the Standard Terms and Conditions of Trust shall be
amended to include the following section:
"Section 3.17. FTPS Unit Servicing Agent. FTP Services LLC acts as
record keeper, shareholder servicing agent and distribution agent for Units
which are purchased and sold through the Fund/SERV(R) trading system or on a
manual basis through FTP Services LLC. ("FTPS Units"). (a) FTP Services LLC
shall perform all of the duties with respect to recordkeeping of FTPS Units and
FTPS Unit holders, distributions, redemption of FTPS Units and communications to
and with FTPS Unit holders listed below.
(1) The FTPS Unit Servicing Agent shall keep proper books of record and
account of all of the transactions in the FTPS Units of each Trust under this
Indenture at its corporate office, including a record of the name and address
of, and the FTPS Units issued by each Trust and held by, every FTPS Unit holder,
and such books and records of each Trust shall be made available to the Trustee
and the Depositor promptly upon request and open to inspection by any FTPS Unit
holder of such Trust, with respect to such FTPS Unit holders transactions, at
all reasonable times during usual business hours. Without limiting the
foregoing, the FTPS Unit Servicing Agent shall make any records or documents
described in Reg. 270.31(a)-1 under the Investment Company Act of 1940 available
promptly to the Trustee and the Depositor upon request during usual business
hours and will preserve such records and documents for the periods prescribed in
Reg. 270.31(a)-2 thereunder.
(2) The FTPS Unit Servicing Agent shall distribute on or shortly after
the Distribution Dates specified in the Trust Agreement to each FTPS Unit holder
of record on its books on the Record Date for each such Distribution Date
specified in the Trust Agreement such FTPS Unit holder's distribution as
computed under the Standard Terms and Conditions of Trust.
(3) In connection with such distributions set forth above,
the FTPS Unit Servicing Agent shall furnish a Distribution Statement to FTPS
Unit holders of record on its books. The content and frequency of such
Distribution Statements shall in no respect be less detailed or frequent than
that specified in Section 3.06 of the Standard Terms and Conditions of Trust.
(4) The FTPS Unit Servicing Agent shall transmit to each FTPS Unit
holder of record any notice or other communication received from the Trustee and
shall be solely responsible for soliciting and transmitting to the Trustee any
notice required from FTPS Unit holders.
(5) For purposes of permitting FTPS Unit holders to satisfy any
reporting requirements of applicable federal or state tax law, the FTPS Unit
Servicing Agent shall provide the Trustee with the name, address, number of FTPS
Units held by, and such other information as requested by the Trustee, for every
FTPS Unit holder so that the Trustee can transmit to any FTPS Unit holder of
record on the FTPS Unit Servicing Agent's books any reports required to be
distributed pursuant to Section 4.02 of the Standard Terms and Conditions of
Trust. The Trustee may rely on the accuracy and completeness of the information
(including any records or documents made available) provided to it by the FTPS
Unit Servicing Agent and may accept such information without inquiry. Each of
the Depositor and the FTPS Unit Servicing Agent hereby agree, jointly and
severally, to indemnify the Trustee and hold Trustee harmless from and against
any and all costs, expenses, penalties, damages, liabilities or claims including
attorneys' and accountants' fees sustained or incurred by or asserted against
the Trustee by reason of or as a result of any of the information provided to
the Trustee by the FTPS Unit Servicing Agent being inaccurate or incomplete.
This indemnity shall be a continuing obligation of each of the Depositor and the
FTPS Unit Servicing Agent, and their successors and assigns, notwithstanding the
termination of this Trust Agreement.
(6) The FTPS Unit Servicing Agent shall distribute to redeeming FTPS
Unit holders of record on its books redemption proceeds it receives pursuant to
Section 5.02 of the Standard Terms and Conditions of Trust from the Trustee as
the sole record owner of FTPS Units on the Trustee's books.
(7) The FTPS Unit Servicing Agent shall distribute to FTPS Unit holders
of record on its books a pro rata portion of termination proceeds it receives
pursuant to Section 8.02 of the Standard Terms and Conditions of Trust from the
Trustee as the sole record owner of FTPS Units on the Trustee's books.
(8) In connection with such termination distributions set forth above,
the FTPS Unit Servicing Agent shall furnish a Final Distribution Statement to
FTPS Unit holders of record on its books. The content of such Final Distribution
Statements shall in no respect be less detailed than that specified in Section
8.02 of the Standard Terms and Conditions of Trust.
(9) As requested by the Depositor and/or the Trustee, the FTPS Unit
Servicing Agent shall perform such other functions which, from time to time, are
agreed upon by the parties hereto and which may give rise to additional fees.
(b) As compensation for providing the services set forth herein, of a
character described in Section 26(a)(2)(C) of the Investment Company Act of
1940, and to the extent that such services are in addition to, and do not
duplicate, the services to be performed by the Trustee, FTP Services LLC shall
receive, in arrears, against a statement or statements therefore submitted to
the Trustee monthly or annually an aggregate annual fee in the per Unit amount
set forth in Part II of the Trust Agreement for the Trust, calculated based on
the largest number of Units outstanding during the calendar year, except during
the initial offering period as determined in Section 4.01 of the Standard Terms
and Conditions of Trust, in which case the fee is calculated based on the
largest number of Units outstanding during the period for which the compensation
is paid (such annual fee to be pro rated for any calendar year in which FTP
Services LLC provides services described herein during less than the whole of
such year). Such fee may exceed the actual cost of providing such services for
the Trust, but at no time will the total amount received by FTP Services LLC for
rendering the services described in this Section 3.17 and First Trust Advisors,
L.P. for rendering the services described in Section 4.03 to unit investment
trusts of which the Depositor is the sponsor in any calendar year exceed the
aggregate cost to FTP Services LLC and First Trust Advisors, L.P. of supplying
such services in such year. Such compensation may, from time to time, be
adjusted by the Depositor provided that the total adjustment upward does not, at
the time of such adjustment, exceed the percentage of the total increase, after
the date hereof, in consumer prices for services as measured by the United
States Department of Labor Consumer Price Index entitled "All Services Less Rent
of Shelter" or similar index, if such index should no longer be published. The
consent or concurrence of any Unit holder hereunder shall not be required for
any such adjustment or increase. Such compensation shall be paid by the Trustee,
upon receipt of an invoice therefore from FTP Services LLC, which shall
constitute the representation by FTP Services LLC that the bookkeeping and
administrative services for which compensation is claimed are properly
compensable hereunder and that the aggregate cost incurred by FTP Services LLC
of providing FTPS Unit shareholder servicing hereunder was not less than the
compensation claimed, upon which representation the Trustee may conclusively
rely. Such compensation shall be charged against the Interest and/or Principal
Accounts, in accordance with Section 3.05 of the Standard Terms and Conditions
of Trust.
If the cash balance in the Interest and Principal Accounts shall be
insufficient to provide for amounts payable pursuant to this Section 3.17, the
Trustee shall have the power to sell (i) Securities from the current list of
Securities designated to be sold pursuant to Section 5.02 hereof, or (ii) if no
such Securities have been so designated, such Securities as the Trustee may see
fit to sell in its own discretion, and to apply the proceeds of any such sale in
payment of the amounts payable pursuant to this Section 3.17.
All moneys payable to the FTPS Unit Servicing Agent pursuant to this
Section 3.17 shall be secured by a lien on the Trust prior to the interest of
Unit holders, but no such lien shall be prior to any lien in favor of the
Trustee under the provisions of Section 6.04 of the Standard Terms and
Conditions of Trust.
(c) The FTPS Unit Servicing Agent shall be under no liability for any
action taken in good faith on any appraisal, paper, order, list, demand,
request, consent, affidavit, notice, opinion, direction, evaluation,
endorsement, assignment, resolution, draft or other document, whether or not of
the same kind, prima facie properly executed, or for the disposition of moneys,
pursuant to this Indenture, except by reason of its own negligence, lack of good
faith or willful misconduct, provided that the FTPS Unit Servicing Agent shall
not in any event be liable or responsible for any evaluation made by the
Evaluator.
(d) Except as the context otherwise requires, the FTPS Unit Servicing
Agent shall be subject to the provisions of Section 4.05 herein in the same
manner as it would if it were the Evaluator.
(e) The FTPS Unit Servicing Agent shall be indemnified ratably by the
affected Trust and held harmless against any loss or liability accruing to it
without negligence, bad faith or willful misconduct on its part, arising out of
or in connection with the operations of the Trust, including the costs and
expenses (including counsel fees) of defending itself against any claim of
liability in the premises, including without limitation any loss, liability or
expense incurred in acting pursuant to written directions to the FTPS Unit
Servicing Agent given by the Trustee or Depositor from time to time in
accordance with the provisions of this Indenture or in undertaking actions from
time to time which the FTPS Unit Servicing Agent deems necessary in its
discretion to protect the Trust and the rights and interests of the FTPS Unit
holders pursuant to the terms of this Indenture.
(f) The FTPS Unit Servicing Agent shall conduct its operations in a
manner that is compatible with the current operational procedures and
requirements of the Trustee (including, without limiting the foregoing, the
provision and receipt of data in such format and meeting such technical
requirements as the Trustee may specify) and shall exercise its best efforts to
accommodate any changes in the operational procedures and requirements which the
Trustee may make upon prior notice to the FTPS Unit Servicing Agent. The
Depositor acknowledges and agrees that the default of the FTPS Unit Servicing
Agent in its obligations under this paragraph, or the performance by the FTPS
Unit Servicing Agent of its obligations in a manner which shall adversely affect
the Trustee's performance of its duties, shall be a sufficient grounds for the
Trustee to remove the FTPS Unit Servicing Agent pursuant to Section 3.17(d) and
Section 4.05.
(g) As used in this Section 3.17, " FTPS Unit holder," when referring
to the records of the Trustee, shall mean the FTPS Unit Servicing Agent and,
when referring to the records to be maintained by the FTPS Unit Servicing Agent,
shall mean each owner of a FTPS Unit identified on the records of the FTPS Unit
Servicing Agent."
E. Section 4.01 of the Standard Terms and Conditions of Trust shall be
amended to include the FTPS Unit Servicing Agent among the parties who are
furnished information concerning the Evaluation of each issue of Securities
deposited in the Trust and the Trust Fund Evaluation.
F. The last sentence of the first paragraph of Section 3.14 shall be
replaced with the following:
"Such fee may exceed the actual cost of providing such services for the
Trust, but at no time will the total amount received by First Trust Advisors,
L.P. for rendering the services described in this Section 3.14 and FTP Services
LLC for rendering the services described in Section 3.17 to unit investment
trusts of which the Depositor is the sponsor in any calendar year exceed the
aggregate cost to FTP Services LLC and First Trust Advisors, L.P. of supplying
such services in such year.
G. Section 4.04 of the Standard Terms and Conditions of Trust shall be
amended to include the Fund/SERV Eligible Unit Servicing Agent replaced in its
entirety by the following:
"Section 4.04. Liability of Evaluator. The Trustee, FTPS Unit Servicing
Agent, Depositor and the Unit holders may rely on any Evaluation furnished by
the Evaluator and shall have no responsibility for the accuracy thereof. The
determinations made by the Evaluator hereunder shall be made in good faith upon
the basis of the best information available to it. The Evaluator shall be under
no liability to the Trustee, FTPS Unit Servicing Agent, Depositor or the Unit
holders for errors in judgement; provided, however, that this provision shall
not protect the Evaluator against any liability to which it would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties hereunder."
H. The second sentence of the first paragraph of Section 5.01 shall be
amended to delete subsection (ii) of such sentence and replace it in its
entirety with the following:
"(ii) amounts representing estimated accrued expenses of such Trust including
but not limited to unpaid fees and expenses of the Trustee, the Evaluator, the
Portfolio Supervisor, the FTPS Unit Servicing Agent, the Depositor and its
counsel, in each case as reported by the Trustee to the Depositor on or prior to
the date of Evaluation,"
I. Section 6.01(c) of the Standard Terms and Conditions of Trust shall
be replaced in its entirety with the following:
"(c) The Trustee shall not be responsible for or in respect of the
recitals herein, the validity or sufficiency of this Indenture or for the due
execution hereof by the Depositor, the Portfolio Supervisor, the Evaluator, or
the FTPS Unit Servicing Agent, or for the form, character, genuineness,
sufficiency, value or validity of any of the Securities (except that the Trustee
shall be responsible for the exercise of due care in determining the genuineness
of Securities delivered to it pursuant to contracts for the purchase of such
Securities) or for or in respect of the validity or sufficiency of the Units or
of the Certificates (except for the due execution thereof by the Trustee) or for
the due execution thereof by the Depositor, and the Trustee shall in no event
assume or incur any liability, duty or obligation to any Unit holder, the FTPS
Unit Servicing Agent or the Depositor other than as expressly provided for
herein. The Trustee shall not be responsible for or in respect of the validity
of any signature by or on behalf of the Depositor, the Portfolio Supervisor, the
Evaluator or the FTPS Unit Servicing Agent;"
J. Section 8.02(b) of the Standard Terms and Conditions of Trust shall be
replaced in its entirety with the following:
"(b) deduct from the Interest Account of such Trust or, to the extent
that funds are not available in such Account, from the Principal Account of such
Trust, and pay accrued and unpaid fees of the Evaluator, the Portfolio
Supervisor, the FTPS Unit Servicing Agent, the Depositor and counsel in
connection with such Trust, if any;"
K. Section 8.05 of the Standard Terms and Conditions of Trust shall be
amended to add the following paragraph immediately preceding the last paragraph
of such section:
"Any notice, demand, direction or instruction to be given to
the FTPS Unit Servicing Agent shall be in writing and shall be duly
given if mailed or delivered to the FTPS Unit Servicing Agent at 0000
Xxxxxxxxxxx Xxxx, Xxxxx, Xxxxxxxx 00000, or at such other address as
shall be specified by the FTPS Unit Servicing Agent to the other
parties hereto in writing.
L. Section 6.01 shall be amended to add the following as paragraph (n):
"(n) The Trustee may act, and may engage any corporation,
partnership or other entity affiliated with The Bank of New York (an
"Affiliated Entity") to act, as broker or dealer to execute
transactions, including the purchase or sale of any securities
currently distributed, underwritten or issued by any Affiliated Entity,
and receive, or pay to the Affiliated Entity, as applicable,
compensation for such services at standard commission rates, markups or
concessions."
M. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, Section 3.14 shall be deleted in its entirety.
N. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, Section 4.03 shall be deleted in its entirety and replaced
with the following:
"Section 4.03. Compensation for Services Provided. As
compensation for providing portfolio supervisory services in its
capacity as Portfolio Supervisor, evaluation services in its capacity
as Evaluator, and for providing bookkeeping and other administrative
services to the Trust of a character described in Section 26(a)(2)(C)
of the Investment Company Act of 1940, and to the extent that such
services are in addition to, and do not duplicate, the services to be
provided hereunder by the Trustee, First Trust Advisors, L.P. shall
receive, in arrears, against a statement or statements therefor
submitted to the Trustee monthly or annually an aggregate annual fee in
the per Unit amount set forth in Part II of the Trust Agreement for the
Trust, calculated based on the largest number of Units outstanding
during the calendar year, except during the initial offering period as
determined in Section 4.01 of this Indenture, in which case the fee is
calculated based on the largest number of Units outstanding during the
period for which the compensation is paid (such annual fee to be pro
rated for any calendar year in which First Trust Advisors, L.P.
provides services described herein during less than the whole of such
year). Such fee may exceed the actual cost of providing such services
for the Trust, but at no time will the total amount received by First
Trust Advisors, L.P. for rendering the services described in this
Section 4.03 and FTP Services LLC for rendering the services described
in Section 3.17 to unit investment trusts of which the Depositor is the
sponsor in any calendar year exceed the aggregate cost to First Trust
Advisors, L.P. and FTP Services LLC of supplying such services in such
year. Such compensation may, from time to time, be adjusted provided
that the total adjustment upward does not, at the time of such
adjustment, exceed the percentage of the total increase after the date
hereof in consumer prices for services as measured by the United States
Department of Labor Consumer Price Index entitled "All Services Less
Rent of Shelter" or similar index, if such index should no longer be
published. The consent or concurrence of any Unit holder hereunder
shall not be required for any such adjustment or increase. Such
compensation shall be paid by the Trustee, upon receipt of an invoice
therefor from First Trust Advisors, L.P., which shall constitute the
representation by First Trust Advisors, L.P. that the bookkeeping and
administrative services for which compensation is claimed are properly
compensable hereunder and that the aggregate cost incurred by First
Trust Advisors, L.P. of providing portfolio supervisory, evaluation and
bookkeeping and administrative services hereunder was not less than the
compensation claimed, upon which representation the Trustee may
conclusively rely. Such compensation shall be charged against the
Interest and/or Principal Accounts in accordance with Section 3.05.
If the cash balance in the Interest and Principal Accounts shall be
insufficient to provide for amounts payable pursuant to this Section 4.03, the
Trustee shall have the power to sell (i) Securities from the current list of
Securities designated to be sold pursuant to Section 5.02 hereof, or (ii) if no
such Securities have been so designated, such Securities as the Trustee may see
fit to sell in its own discretion, and to apply the proceeds of any such sale in
payment of the amounts payable pursuant to this Section 4.03.
Any moneys payable to First Trust Advisors, L.P. pursuant to this
Section 4.03 shall be secured by a lien on the Trust prior to the interest of
Unit holders, but no such lien shall be prior to any lien in favor of the
Trustee under the provisions of Section 6.04 herein."
O. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, Section 4.03 shall be deleted in its entirety and replaced
with the following:
Section 4.05. Resignation and Removal of Portfolio Supervisor
and/or Evaluator and/or Provider of Bookkeeping Services Described in
Section 4.03; Successor. (a) First Trust Advisors, L.P. and any
successor appointed as hereafter provided, in its capacity as Evaluator
and/or Portfolio Supervisor and/or provider of bookkeeping services
described in Section 4.03, may resign and be discharged hereunder by
executing an instrument of resignation in writing and filing the same
with the Depositor and the Trustee, not less than sixty days before the
date specified in such instrument when, subject to Section 4.05(e),
such resignation is to take effect. Upon receiving such notice of
resignation, the Depositor and the Trustee shall use their best efforts
to appoint a successor to act in the capacity as to which the
resignation applies, such successor to have qualifications and to be
compensated at a rate of compensation satisfactory to the Depositor and
the Trustee. Such appointment shall be made by written instrument
executed by the Depositor and the Trustee, in duplicate, one copy of
which shall be delivered to the resigning party and one copy to the
successor. The Depositor or the Trustee may remove the Evaluator and/or
Portfolio Supervisor and/or party performing bookkeeping and
administrative services at any time upon thirty days' written notice
and appoint a successor to act in the capacity to which the removed
applies, such successor to have qualifications and to be compensated at
a rate of compensation satisfactory to the Depositor and the Trustee,
provided, however, that so long as First Trust Portfolios L.P. is
acting as Depositor, the Trustee shall have no power to remove any
affiliate of the Depositor who may be acting in any such capacity or
capacities. Such appointment shall be made by written instrument
executed by the Depositor and the Trustee, in duplicate, one copy of
which shall be delivered to the party removed and one copy to its
successor. Notice of such resignation or removal and appointment of a
successor shall be mailed by the Trustee to each Unit holder then of
record.
(b) Any successor evaluator and/or successor portfolio supervisor
and/or provider of bookkeeping and administrative services described in Section
4.03, as appropriate, appointed hereunder, shall execute, acknowledge and
deliver to the Depositor and the Trustee an instrument accepting such
appointment hereunder, and such successor without any further act, deed or
conveyance shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder with like effect as if originally named
herein and shall be bound by all the terms and conditions of this Indenture.
(c) In case at any time the Evaluator and/or Portfolio Supervisor
and/or provider of bookkeeping and administrative services described in Section
4.03 shall resign and no successor shall have been appointed and have accepted
appointment within thirty days after notice of resignation has been received by
the Depositor and the Trustee, the resigning party may forthwith apply to a
court of competent jurisdiction for the appointment of a successor. Such court
may thereupon after such notice, if any, as it may deem proper and prescribe,
appoint a successor.
(d) Any corporation into which the Evaluator and/or Portfolio
Supervisor and/or provider of bookkeeping and administrative services described
in Section 4.03 hereunder may be merged or with which it may be consolidated, or
any corporation resulting from any merger or consolidation to which the
Evaluator and/or Portfolio Supervisor and/or provider of bookkeeping and
administrative services described in Section 4.03 hereunder shall be a party,
shall be the successor under this Indenture without the execution or filing of
any paper, instrument or further act to be done on the part of the parties
hereto, notwithstanding anything to the contrary contained herein or in any
agreement relating to such merger or consolidation by which the Evaluator and/or
Portfolio Supervisor and/or provider of bookkeeping and administrative services
described in Section 4.03 may seek to retain certain powers, rights and
privileges for any period of time following such merger or consolidation.
(e) Any resignation or removal of the Evaluator and/or Portfolio
Supervisor and/or provider of bookkeeping and administrative services described
in Section 4.03 shall become effective upon acceptance of appointment by the
successor as provided in subsection (b) hereof.
P. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, Section 3.05 (b) shall be deleted in its entirety and
Section 3.05(d) shall refer to Section 4.03 rather than Section 3.14.
Q. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, Section 1.01(3) shall be amended to delete the reference to
Securities Evaluation Service, Inc. and replace it with First Trust Advisors
L.P.
R. Section 3.07(j) of the Standard Terms and Conditions of Trust shall
be replaced in its entirety with the following:
"(j) that the sale of Securities is necessary or advisable: (i) in
order to maintain the qualification of the Trust as a regulated
investment company in the case of a Trust which has elected to qualify
as such; or (ii) to provide funds to make any distribution from such a
Trust for a taxable year in order to avoid imposition of any income or
excise taxes on undistributed income in the Trust;"
S. For Trusts which intend to qualify as a regulated investment
company, as set forth in the Prospectus for such Trusts, Article III of the
Standard Terms and Conditions of Trust shall be amended to include the following
section:
"Section 3.17. Regulated Investment Company Election. Each Trust
elects to be treated and to qualify as a "regulated investment company" as
defined in the Internal Revenue Code, and the Trustee is hereby directed to make
such elections, including any appropriate election to be taxed as a corporation,
as shall be necessary to effect such qualification."
T. Section 6.01 shall be amended to add the following as paragraph (l):
"(l) The Trustee may act, and may engage any corporation, partnership
or other entity affiliated with The Bank of New York (an "Affiliated
Entity") to act, as broker or dealer to execute transactions, including
the purchase or sale of any securities currently distributed,
underwritten or issued by any Affiliated Entity, and receive, or pay to
the Affiliated Entity, as applicable, compensation for such services at
standard commission rates, markups or concessions."
U. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of the Trust, Section 5.02 shall be amended to add the
following paragraph at the end of such section:
"Notwithstanding the foregoing provisions of this Section 5.02, the
Trustee (or the FTPS Unit Servicing Agent in the case of FTPS Units) is hereby
irrevocably authorized in its discretion, in the event that the Depositor does
not purchase any Units tendered to the Trustee (or the FTPS Unit Servicing Agent
in the case of FTPS Units) for redemption, or in the event that a Unit is being
tendered by the Depositor for redemption, in lieu of redeeming Units, to sell
Units in the over-the-counter market through any broker-dealer of its choice for
the account of the tendering Unit holder at prices which will return to the Unit
holder an amount in cash, net after deducting brokerage commissions, transfer
taxes and other charges, equal to or in excess of the Redemption Value which
such Unit holder would otherwise be entitled to receive on redemption pursuant
to this Section 5.02. The Trustee (or the FTPS Unit Servicing Agent in the case
of FTPS Units) shall pay to the Unit holder the net proceeds of any such sale on
the day on which such Unit holder would otherwise be entitled to receive payment
of the Redemption Value hereunder."
V. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, Section 6.01 shall be amended to add the following
as paragraph (l) at the end of such Section:
"(l) The Trust may include (I) a letter or letters of credit meeting
the requirements of Section 2.05 for the purchase of Securities or
Contract Obligations issued by the Trustee in its individual capacity
for the account of the Depositor or (II) Securities issued by the
Trustee, its parent, or affiliates, and the Trustee may otherwise deal
with the Depositor and the Trust with the same rights and powers as if
it were not the Trustee hereunder."
IN WITNESS WHEREOF, First Trust Portfolios, L.P., The Bank of New York
and First Trust Advisors L.P. have each caused this Trust Agreement to be
executed and the respective corporate seal to be hereto affixed and attested (if
applicable) by authorized officers; all as of the day, month and year first
above written.
FIRST TRUST PORTFOLIOS L.P., Depositor
By Xxxxx X. Xxxxx
Senior Vice President
THE BANK OF NEW YORK, Trustee
By Xxxxxxx X. Xxxxxxx
Managing Director
[SEAL]
ATTEST:
Xxxx X. Xxxxxx
Vice President
FIRST TRUST ADVISORS L.P., Evaluator
By Xxxxx X. Xxxxx
Senior Vice President
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Xxxxx X. Xxxxx
Senior Vice President
FTP SERVICES LLC,
FTPS Unit Servicing Agent
By Xxxxx X. Xxxxx
Senior Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES DEPOSITED
IN
THE FIRST TRUST GNMA REINVESTMENT INCOME TRUST "GRIT", SERIES 102
(Note: Incorporated herein and made a part hereof is the "Portfolio" for
Series 102 as set forth in the Prospectus and any other securities
that may be deposited subsequent to the Initial Date of Deposit
pursuant to this Trust Agreement.)
SCHEDULE B TO TRUST AGREEMENT
THE FIRST TRUST GNMA REINVESTMENT INCOME TRUST "GRIT",
SERIES 102
NOTICE OF DEPOSIT OF ADDITIONAL SECURITIES
Dated: ____________, 2007
Pursuant to Section 2.01 of the Trust Agreement dated June 13, 2007
among First Trust Portfolios L.P., as Depositor, The Bank of New York, as
Trustee, First Trust Advisors L.P., as Evaluator, and First Trust Advisors L.P.,
as Portfolio Supervisor (the "Trust Agreement"), the Depositor hereby certifies
to the Trustee as follows:
(a) The additional securities listed in Appendix A hereto are
hereby deposited in trust and have a substantially equal percentage
relationship between the principal amounts of the Securities of
specified interest rates and years of maturity as specified in the
Trust's prospectus dated June 13, 2007.
(b) In accordance with Section 2.03 of the Trust Agreement,
an additional ______________ Units should be issued as a result of the
deposit referred to in (a) above. Taking into account the above Units,
the total number of Units in the Trust issued as of the date of this
notice is_____________
(c) Taking into account that Units issued in (b) above, the
fractional undivided interest in and ownership of the Trust represented
by each Unit is _________
FIRST TRUST PORTFOLIOS L.P.
By
