THE FIRST TRUST COMBINED SERIES 354
TRUST AGREEMENT
Dated: February 22, 2011
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 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 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
BUILD AMERICA BONDS PORTFOLIO, SERIES 28
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
February 22, 2011.
J. No Unit holder will be eligible for an in-kind
distribution of Securities pursuant to Section 5.02.
K. No Unit holder will be eligible for an in-kind
distribution of Securities pursuant to Section 8.02.
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 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."
C. 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."
D. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, Section 3.07 (i) shall be
deleted.
E. 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."
F. 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.
G. Section 3.15 of the Standard Terms and Conditions of
Trust is hereby amended by adding the following as paragraph
(a)(5) and renumbering the subsequent subparagraphs:
"(5) The FTPS Unit Servicing Agent shall be responsible
for all tax reporting required from time to time by
applicable law and regulations with respect to holders of
FTPS Units, and reporting of cost basis in respect of the
FTPS Units of such holders (including, without limitation,
reporting required by Section 6045(g) of the Internal
Revenue Code of 1986, as amended)."
H. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, Section 2.03 is restated
in full as follows:
"Section 2.03. Issuance of Units. The Trustee hereby
acknowledges receipt of the deposit referred to in Section
2.01. Notwithstanding any provisions of the Indenture to
the contrary, Units shall be held solely in uncertificated
form evidenced by appropriate notation in the registration
books of the Trustee, and no Unit holder shall be entitled
to the issuance of a Certificate evidencing the Units owned
by such Unit holder. The only permitted registered holders
of Units shall be (i) Depository Trust Company (or its
nominee, Cede & Co.), (ii) the FTPS Unit Servicing Agent or
(iii) Unit holders who purchase or otherwise hold their
Units through Advisor Direct ("Advisor Direct holders");
consequently, individuals who are not Advisor Direct holders
or holders of FTPS Units must hold their Units through an
entity which is a participant in Depository Trust Company.
Except as provided by the preceding provisions of this
paragraph, the rights specified in this Indenture of holders
of Units evidenced by a Certificate shall apply to holders
of Units held in uncertificated form."
I. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, Section 6.02 of the
Standard Terms is amended to add the following as the penultimate
paragraph:
"Cost-basis reporting for Unit holders who purchase or
hold their Units through the First Trust Advisor Direct
system ("Advisor Direct"). The Depositor shall maintain
information required for the reporting of the cost basis of
Advisor Direct holders (as defined in section 2.03) as may
be required from time to time by applicable law (including,
without limitation, Section 6045(g) of the Internal Revenue
Code of 1986, as amended) and regulations, and the Depositor
shall be responsible for the reporting of such information
to the Advisor Direct holders, or if reporting by the
Depositor is not permitted by applicable law or regulation
or if the Depositor and Trustee otherwise agree that the
Trustee shall report such information, the Depositor shall
provide the Trustee such information as will permit the
Trustee to provide required cost-basis information to the
Advisor Direct holders and shall provide the information at
such times and in such form as the Trustee may reasonably
request. The Depositor will be solely responsible for the
accuracy of such cost-basis information and the reporting
thereof to Advisor Direct holders as provided above. The
Trustee may rely conclusively upon the cost-basis
information provided by the Depositor with respect to
Advisor Direct holders, and shall be indemnified in
accordance with Section 6.04 of the Indenture against any
loss or liability, including any penalty or other charge
imposed by any taxing authority in respect of such cost-
basis information or reporting thereof made by the Depositor
as provided in this paragraph."
J. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, Section 3.07 shall be
amended by adding the following immediately after Section
3.07(j):
"(k) that such sale is necessary for the Trust to
comply with such federal and/or state securities laws,
regulations and/or regulatory actions and interpretations
which may be in effect from time to time."
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 Xxxx X. Xxxxxx
Managing Director
Attest:
Xxxxxxxxx X. Xxxxxxxxx
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 354
(Note: Incorporated herein and made a part hereof is the
"Portfolio" as set forth for each Trust in the
Prospectus.)
