THE FIRST TRUST COMBINED SERIES 281
TRUST AGREEMENT
Dated: October 21, 2003
This Trust Agreement among First Trust Portfolios, L.P., as
Depositor, JPMorgan Chase Bank, as Trustee, Securities Evaluation
Service, Inc., as Evaluator, and First Trust Advisors L.P., as
Portfolio Supervisor, 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 Combined Series 145 and subsequent Series, effective
October 16, 1991" (herein called the "Standard Terms and
Conditions of Trust"), and such provisions as are set forth in
full 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. Effective June 27, 2002,
Nike Securities, L.P., a party to the Standard Terms and
Conditions of Trust, changed its name to First Trust Portfolios,
L.P.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, the
Evaluator and 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
The following special terms and conditions are hereby agreed
to:
A. Section 1.01(1) shall be amended to read as follows:
"(1) "Depositor" shall mean First Trust Portfolios,
L.P. and its successors in interest, or any successor
depositor appointed as hereinafter provided."
B. Section 1.01.(2) shall be amended to read as follows:
"(2) "Trustee" shall mean JPMorgan Chase Bank, or any
successor trustee appointed as hereinafter provided."
All references to United States Trust Company of New York in
the Standard Terms and Conditions of Trust shall be amended to
refer to JPMorgan Chase Bank.
C. Section 1.01(4) shall be amended to read as follows:
"(4) "Portfolio Supervisor" shall mean First Trust Advisors
L.P. and its successors in interest, or any successor portfolio
supervisor appointed as hereinafter provided."
D. The Bonds defined in Section 1.01(5) listed in Schedule
A hereto have been deposited in trust under this Trust Agreement.
E. Section 2.01 of Article II of the Standard Terms and
Conditions of Trust is hereby amended by inserting "(a)" prior to
the beginning of the text of the paragraph and adding the
following additional paragraphs:
"(b) From time to time following the Initial Date of
Deposit, the Depositor is hereby authorized, in its
discretion, to assign, convey to and deposit with the
Trustee additional Bonds, in bearer form or duly endorsed in
blank or accompanied by all necessary instruments of
assignment and transfer in proper form (or Contract
Obligations relating to such Bonds), to be held, managed and
applied by the Trustee as herein provided. Such deposit of
additional Bonds shall be made, in each case, pursuant to a
Notice of Deposit of Additional Bonds from the Depositor to
the Trustee. The Depositor, in each case, shall ensure that
each deposit of additional Bonds pursuant to this Section
shall be, as nearly as is practicable, in the identical
ratio as the Percentage Ratio for such Bonds as is specified
in the Prospectus for each Trust and the Depositor shall
ensure that such Bonds are identical to those deposited on
the Initial Date of Deposit. The Depositor shall deliver
the additional Bonds which were not delivered concurrently
with the deposit of additional Bonds and which were
represented by Contract Obligations within 10 calendar days
after such deposit of additional Bonds (the "Additional
Bonds Delivery Period"). If a contract to buy such Bonds
between the Depositor and seller is terminated by the seller
thereof for any reason beyond the control of the Depositor
or if for any other reason the Bonds are not delivered to
the Trust by the end of the Additional Bonds Delivery Period
for such deposit, the Trustee shall immediately draw on the
Letter of Credit, if any, in its entirety, apply the monies
in accordance with Section 2.01(d), and the Depositor shall
forthwith take the remedial action specified in
Section 3.14.
(c) In connection with the deposits described in
Section 2.01 (a) and (b), the Depositor has, in the case of
Section 2.01(a) deposits, and, prior to the Trustee
accepting a Section 2.01(b) deposit, will, deposit cash
and/or Letter(s) of Credit (meeting the conditions set forth
in Section 2.07) in an amount sufficient to purchase the
Contract Obligations (the "Purchase Amount") relating to
Bonds which are not actually delivered to the Trustee at the
time of such deposit, the terms of which unconditionally
allow the Trustee to draw on the full amount of the
available Letter of Credit. The Trustee may deposit such
cash or cash drawn on the Letter of Credit in a non-interest
bearing account for the Trust.
(d) In the event that the purchase of Contract
Obligations pursuant to any contract shall not be
consummated in accordance with said contract or if the Bonds
represented by Contract Obligations are not delivered to the
Trust in accordance with Section 2.01(a) or 2.01(b) and the
monies, or, if applicable, the monies drawn on the Letter of
Credit, deposited by the Depositor are not utilized for
Section 3.14 purchases of New Bonds, such funds, to the
extent of the purchase price of Special Bonds for which no
New Bond was acquired pursuant to Section 3.14, plus all
amounts described in the next succeeding two sentences,
shall be credited to the Principal Account and distributed
pursuant to Section 3.05 to Unit holders of record as of the
Record Date next following the failure of consummation of
such purchase. The Depositor shall cause to be refunded to
each Unit holder his pro rata portion of the sales charge
levied on the sale of Units to such Unit holder attributable
to such Failed Contract Obligation. The Depositor shall
also pay to the Trustee, for distribution to the Unit
holders, interest on the amount of the purchase price to the
Trust of the Special Bonds, at the rate of 5% per annum to
the date the Depositor notifies the Trustee that no New Bond
will be purchased or, in the absence of such notification,
to the expiration date for purchase of a New Bond specified
in Section 3.14. Any amounts remaining from monies drawn on
the Letter of Credit which are not used to purchase New
Bonds or are not used to provide refunds to Unit holders
shall be paid to the Depositor.
(e) The Trustee is hereby irrevocably authorized to
effect registration or transfer of the Bonds in fully
registered form to the name of the Trustee or to the name of
its nominee.
(f) In connection with and at the time of any deposit
of additional Bonds pursuant to Section 2.01(b), the
Depositor shall exactly replicate Cash (as defined below)
received or receivable by the Trust as of the date of such
deposit. For purposes of this paragraph, "Cash" means, as
to the Principal Account, cash or other property (other than
Bonds) on hand in the Principal Account or receivable and to
be credited to the Principal Account as of the date of the
deposit (other than amounts to be distributed solely to
persons other than holders of Units created by the deposit)
and, as to the Income Account, cash or other property (other
than Bonds) received by the Trust as of the date of the
deposit or receivable by the Trust in respect of a coupon
date which has occurred or will occur before the Trust will
be the holder of record of a Bond, reduced by the amount of
any cash or other property received or receivable on any
Bonds allocable (in accordance with the Trustee's
calculation of the monthly distribution from the Income
Account pursuant to Section 3.05) to a distribution made or
to be made in respect of a Record Date occurring prior to
the deposit. Such replication will be made on the basis of
a fraction, the numerator of which is the number of Units
created by the deposit and the denominator of which is the
number of Units which are outstanding immediately prior to
the deposit."
F. The number of units in a Trust on the Initial Date of
Deposit referred to in Section 2.03 is set forth under the
caption "Initial Number of Units" in the section entitled
"Summary of Essential Information" in the Prospectus.
G. Article II of the Standard Terms and Conditions of
Trust is hereby amended by inserting the following paragraph
which shall be entitled Section 2.07.:
"Section 2.07. Letter of Credit. The Trustee shall not
accept any Letter of Credit under this Indenture unless the
stated expiration date of the Letter of Credit is at least
thirty days from the respective date of deposit of Contract
Obligations pursuant to Section 2.01(a) or 2.01(b). The
Trustee is authorized to downpost the amount available under
the Letter of Credit, if any, deposited by the Depositor by
an amount equal to the purchase price of Contract
Obligations representing Bonds delivered to the Trust on the
date of delivery of such Bonds."
H. The first paragraph of Section 3.05 shall be amended to
read as follows:
"The Trustee, as of the "First Settlement Date", as set
forth in the section entitled "Summary of Essential
Information" in the Prospectus, shall advance from its own
funds and shall pay to the Depositor the amount of interest
accrued to such date on the Bonds deposited in the respective
Trusts. The Trustee, as of the "First Settlement Date,"
shall also advance to the Trust from its own funds and
distribute to the Depositor the amount specified in the
section entitled "Fee Table" in the Prospectus, which is the
amount by which the Trustee's fee is reduced and Trust
expenses assumed by the Trustee in respect of interest
accrued on "when-issued" Bonds and on Contract Bonds
delivered to the Trustee subsequent to the First Settlement
Date pursuant to Section 6.04. The Trustee shall be entitled
to reimbursement, without interest, for such advancements
from interest received by the Trust. Subsequent
distributions shall be made as hereinafter provided."
I. All provisions regarding the Distribution Date included
in Section 3.05 of Article III of the Standard Terms and
Conditions of Trust are hereby amended to change the Distribution
Date from the first day of the month following the Record Date to
the last day of the month in which the Record Date occurs.
J. Section 3.05 of Article III of the Standard Terms and
Conditions of Trust is hereby amended by replacing Section
3.05.I.(d) with the following:
"Section 3.05(d) deduct from the Interest Account
or, to the extent funds are not available in such Account,
from the Principal Account and pay to First Trust Advisors
L.P. the Depositor the amount that it is entitled to receive
pursuant to Section 3.16.
K. The title of Section 3.15 shall be amended to read
"Section 3.15. First Trust Advisors L.P.", any reference to
"Portfolio Supervisor" shall be replaced with the term "First
Trust Advisors L.P." and the first sentence of Section 3.15.
shall be amended to read as follows:
"As compensation for providing supervisory portfolio
services under this Indenture 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, 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 amount
of $.45 per Unit, 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 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 for such services rendered to unit
investment trusts of which First Trust Portfolios, L.P. is the
sponsor in any calendar year exceed the aggregate cost to First
Trust Advisors L.P. of supplying such services in such year."
L. Section 6.01(i) of the Standard Terms and Conditions of
Trust shall be amended by deleting the first word of such Section
and replacing it with the following:
"Except as provided in Section 3.01 and Section 6.02, no"
M. The third paragraph of Section 6.02 of the Standard
Terms and Conditions of Trust shall be deleted in its entirety
and replaced with the following:
"If provided for in the Prospectus for a Trust, the Trustee
shall pay, or reimburse to the Depositor, the expenses related to
the updating of the Trust's registration statement, to the extent
of legal fees, typesetting fees, electronic filing expenses and
regulatory filing fees. Such expenses shall be paid from the
Income Account, or to the extent funds are not available in such
Account, from the Capital Account, against an invoice or invoices
therefor presented to the Trustee by the Depositor. By
presenting such invoice or invoices, the Depositor shall be
deemed to certify, upon which certification the Trustee is
authorized conclusively to rely, that the amounts claimed therein
are properly payable pursuant to this paragraph. The Depositor
shall provide the Trustee, from time to time as requested, an
estimate of the amount of such expenses, which the Trustee shall
use for the purpose of estimating the accrual of Trust expenses.
The amount paid by the Trust pursuant to this paragraph in each
year shall be separately identified in the annual statement
provided to Unit holders. The Depositor shall assure that the
Prospectus for the Trust contains such disclosure as shall be
necessary to permit payment by the Trust of the expenses
contemplated by this paragraph under applicable laws and
regulations.
The provisions of this paragraph shall not limit the
authority of the Trustee to pay, or reimburse to the Depositor or
others, such other or additional expenses as may be determined to
be payable from the Trust as provided in Section 6.02 of the
Standard Terms and Conditions of Trust."
N. Notwithstanding anything to the contrary in Section
6.04 of the Standard Terms and Conditions of Trust the Trustee's
compensation rate shall be an annual fee in the amount of $1.44
and $.99 per Unit for those portions of the Trust representing
monthly and semiannual distribution plans, respectively,
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 compensation is paid
(such annual fee to be pro rated for any calendar year in which
the Trustee provides services during less than the whole of such
year). The Trustee may adjust its rate of compensation provided
for above in response to fluctuations in short term interest
rates and average cash balances of the Trust accounts, reflecting
the cost to the Trustee of advancing funds to the Trust to meet
scheduled distributions, to provide funds for payment of
redemptions, or otherwise, and changes in anticipated earnings on
cash balances. The adjustment provided in the preceding sentence
is in addition to the cost-of-living fee adjustment provided in
Section 6.04 of the Standard Terms. However, in no event, except
as may otherwise be provided in the Standard Terms and Conditions
of Trust, shall the Trustee receive compensation in any one year
from any Trust of less than $2,000 for such annual compensation.
If provided for in the prospectus for a Trust, during the first
year of a Trust, such compensation shall be reduced by the amount
of interest which accrues on any "when-issued" Bonds and Contract
Bonds from the First Settlement Date, as defined in Part II of
the Trust Agreement, to the respective delivery dates of such
Bonds and Contract Bonds."
O. The third sentence of paragraph (a) of Section 6.05 of
the Standard Terms and Conditions of Trust shall be replaced in
its entirety by the following:
"The Depositor may remove the Trustee at any time with or
without cause and appoint a successor Trustee by written
instrument or instruments delivered not less than sixty days
prior to the effective date of such removal and appointment to
the Trustee so removed and to the successor Trustee."
P. Section 8.04 is hereby amended by inserting the
following at the end of such section:
", except as provided in Section 3.01 and Section 6.02"
Q. The fractional undivided interest in and ownership of
the Trust Fund represented by each Unit for a Trust on the
Initial Date of Deposit is the amount set forth under the caption
"Fractional Undivided Interest in the Trust per Unit" in the
section entitled "Summary of Essential Information" in the
Prospectus.
R. The approximate amount, if any, which the Trustee shall
be required to advance out of its own funds and cause to be paid
to the Depositor pursuant to the second sentence of Section 3.05
shall be the amount per Unit for each Trust that the Trustee
agreed to reduce its fee or pay Trust Fund expenses set forth in
the footnotes to the "Fee Table" for each Trust in the Prospectus
times the number of units for such Trust referred to in Part II
E. of this Trust Agreement.
S. For each Trust the First General Record Date and the
amount of the second distribution of funds from the Interest
Account shall be the record date for the Interest Account and the
amount set forth under "Summary of Essential Information" in the
Prospectus.
T. For each Trust the "First Settlement Date" is the date
set forth under "Summary of Essential Information-First
Settlement Date" for such Trust in the Prospectus.
U. The first sentence of Section 4.03 of the Standard
Terms and Conditions of Trust shall be deleted its entirety
and replaced with the following:
"As compensation for its services hereunder, the Evaluator
shall receive against a statement therefor submitted to the
Trustee an annual fee in the amount of $0.30 per unit,
calculated (1) during the initial offering period, on the
basis of the principal amount of Bonds held each day and (2)
after the initial offering period, on the basis of the
principal amount of Bonds held as of the expiration of the
initial offering period."
The last sentence of Section 4.03 shall be deleted in its
entirety.
V. Nothwithstanding anything to the contrary in Section
6.02 of the Standard Terms and Conditions of Trust, to the extent
the cost of the annual audit exceeds $.50 per Unit, the Depositor
shall bear the cost.
PART III
Notwithstanding any provision to the contrary contained in
the Standard Terms and Conditions of Trust and in lieu of the
receipt of Certificates evidencing ownership of Units of the
Fund, the Sponsor or any Underwriter of the Fund listed under the
caption "Underwriting" in the Prospectus, at its option, may
elect that Units of the Fund owned by it be reflected by book
entry on the books and records of the Trustee. For all purposes
such Sponsor or Underwriter shall be deemed the owner of such
Units as if a Certificate evidencing ownership of Units of the
Fund had actually been issued by the Trustee. The Units
reflected by book entry on the books and records of the Trustee
may be transferable by the registered owner of such Units by
written instrument in form satisfactory to the Trustee. The
registered owner of Units reflected by book entry on the books
and records of the Trustee shall have the right at any time to
obtain Certificates evidencing ownership of such Units.
IN WITNESS WHEREOF, First Trust Portfolios, L.P., JPMorgan
Chase Bank, Securities Evaluation Service, Inc. 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 Xxxxxx X. Xxxxxxxxxx
Senior Vice President
JPMORGAN CHASE BANK, Trustee
(SEAL) By Xxxx X. Xxxxxx
Vice President
Attest:
Xxxxxxx Xxxxxxxxx
Assistant Vice President
SECURITIES EVALUATION SERVICE,
INC., Evaluator
(SEAL) By Xxxxx Xxxxxxx
President
Attest:
Xxxxx X. Xxxxxx
Vice President and
Assistant Secretary
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Xxxxxx X. Xxxxxxxxxx
Senior Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
THE FIRST TRUST COMBINED SERIES 281
(Note: Incorporated herein and made a part hereof is the
"Portfolio" as set forth for each Trust in the
Prospectus.)
