THE FIRST TRUST COMBINED SERIES 297
TRUST AGREEMENT
Dated: November 19, 2009
This Trust Agreement among First Trust Portfolios L.P., as
Depositor, The Bank of New York Mellon, as Trustee, First Trust
Advisors L.P., as Evaluator, First Trust Advisors L.P., as
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 Combined Series 283 and subsequent Series, effective
February 19, 2009" (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.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, the
Evaluator, the Portfolio Supervisor and FTPS Unit Servicing Agent
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. The Securities defined in Section 1.01(5) listed in
Schedule A hereto have been deposited in trust under this Trust
Agreement.
B. 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.
C. 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.
D. 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
H. of this Trust Agreement.
E. 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.
F. 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.
G. 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 3.15 of
the Standard Terms and Conditions of Trust shall collectively be
an annual fee in the amount of $.81 Per Unit, payable to such of
First Trust Advisors L.P. and/or FTP Services LLC as they, or
either of them, shall from time to time direct by written notice
to the Trustee.
H. The Trustee's compensation as referred to in Section
6.04 of the Standard Terms and Conditions of Trust shall be an
annual fee in the amount of $.98 per Unit for Trusts with monthly
distribution plans, 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 the Trustee provides service during less
than the whole of such year). 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.
I. The Initial Date of Deposit for the Trust is November
19, 2009.
PART III
A. Article IV of the Standard Terms and Conditions of
Trust shall be amended to add the following:
"Section 4.06. Liability of Portfolio Supervisor. The
Portfolio Supervisor shall be under no liability to the Unit
holders for any action taken or for refraining from the
taking of any action in good faith pursuant to this
Indenture or for errors in judgment, but shall be liable
only for its own 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."
B. Notwithstanding anything to the contrary in the
Standard Terms and Conditions, FTP Services LLC will not be a
party to the Standard Terms and Conditions of the Trust.
C. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, the last sentence of
Section 3.01 shall be replaced with the following:
"As used herein, the Depositor's reimbursable expenses
of organizing the Trust 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 costs of a portfolio consultant, if any, 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."
D. Notwithstanding anything to the contrary in the Standard Terms
and Conditions of Trust, Section 1.01(8) shall be replaced with
the following (shall be amended as follows):
"Securities" shall mean such of the interest-bearing, taxable
obligations, including delivery statements relating to
"when-issued" and/or "regular-way" contracts, if any, for the
purchase of certain obligations and certified or bank check(s) or
letter(s) of credit sufficient in amount or availability required
for such purchase, deposited in irrevocable trust and listed in
Schedule A of the Trust Agreement, additional Securities
deposited pursuant to Section 2.01 hereof, and any obligations
received in exchange, substitution or replacement for such
obligations pursuant to Sections 3.08 and 3.14 hereof, as may
from time to time continue to be held as a part of the Trust
Fund.
E. Notwithstanding anything to the contrary in the Standard Terms
and Conditions of Trust, Section 3.07 (i) shall be deleted.
F. Notwithstanding anything to the contrary in the Standard Terms
and Conditions of Trust,
Section 3.14(a) shall be replaced with the following (shall be
amended as follows):
(a) The New Securities (i) shall be taxable bonds issued by
states, counties, territories or municipalities of the United
States or authorities or political subdivisions thereof, (ii)
shall have a fixed maturity date (whether or not entitled to the
benefits of any sinking, redemption, purchase or similar fund)
not exceeding the date of maturity of the Special Securities they
replace and not less than ten years after the date of purchase
or, in the case of the Intermediate Trust, or a Short
Intermediate Trust, not less than 5 years and 3 years,
respectively, from the Date of Deposit, (iii) must be purchased
at a price that results in a current return as of the Date of
Deposit at least equal to that of the Special Securities they
replace, (iv) must be purchased at a price that results in a
yield to maturity as of the Date of Deposit at least equal to
that of the Special Securities they replace, (v) shall be payable
as to principal and interest in United States currency, and (vi)
shall not be a "when, as and if issued" Security.
G. Notwithstanding anything to the contrary in the Standard Terms
and Conditions of Trust, the last paragraph of Section 3.14 shall
be deleted in its entirety.
IN WITNESS WHEREOF, First Trust Portfolios L.P., The Bank of
New York Mellon, First Trust Advisors L.P. and FTP Services LLC
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 MELLON,
Trustee
By Xxxxxxx X. Xxxxxxx
Managing Director
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 INITIALLY DEPOSITED
IN
THE FIRST TRUST COMBINED SERIES 297
(Note: Incorporated herein and made a part hereof is the
"Portfolio" as set forth for each Trust in the
Prospectus.)
