FT 329
TRUST AGREEMENT
Dated: March 23, 1999
This Trust Agreement among Nike Securities L.P., as
Depositor, The Chase Manhattan Bank, as Trustee, Xxxxxx Data
Corporation, 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 Special Situations Trust, Series 24" effective January 23,
1992 (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 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 FIRST TRUST CORPORATE INCOME TRUST (HIGH YIELD),
INTERMEDIATE SERIES 16
The following special terms and conditions are hereby agreed
to:
(a) The Bonds 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 is the
amount set in the "Summary of Essential Information" in the
Prospectus.
(c) The number of units in a Trust referred to in
Section 2.03 is set forth in the "Summary of Essential
Information" in the Prospectus.
(d) 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 in the "Summary of Essential
Information" in the Prospectus.
(e) For each Trust the "First Settlement Date" is the
date set forth in the "Summary of Essential Information" in
the Prospectus.
(f) the term "Bonds" as set forth in the standard
Terms and Conditions of Trust shall be replaced with the term
"Securities."
(g) The definition of "Bonds" contained in Section
1.01(5) of the Standard Terms and Conditions of Trust shall
be amended by inserting the following after "(the "Corporate
Bonds")" appearing in the first sentence thereof:
",zero coupon bonds (the "Zero Coupon Bonds")".
(h) Notwithstanding anything to the contrary in
Section 6.04 of the Standard Terms and Conditions of Trust,
the Trustees Compensation Rate shall be an annual fee in the
amount of $.0173 and $.0128 per Unit for those portions of
the Trust representing monthly and semi-annual distribution
plans, respectively, calculated based on the largest number
of Units outstanding during the calendar year except during
the initial offering period as determined by 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
services during less than the whole of such year).
PART III
A. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, references to subsequent
Series established after the date of effectiveness of the First
Trust Special Situations Trust, Series 24 shall include FT 329.
B. 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, 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 the Sponsor 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.
C. 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 the 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 entirely, apply the
monies in accordance with Section 2.01(d), and the Depositor
shall forthwith take the remedial action specified in
Section 3.14. If the Depositor does not take the action
specified in Section 3.14 within 10 calendar days of the end of
the Additional Bonds Delivery Period, the Trustee shall forthwith
take the 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 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 Failed Contract
Obligations for which no Replacement 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 Failed Contract Obligation, at the rate of 5% per
annum to the date the Depositor notifies the Trustee that no
Replacement Bond will be purchased or, in the absence of such
notification, to the expiration date for purchase of a
Replacement Security 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
distributions declared but not received as of the date of the
deposit, reduced by the amount of any cash or other property
received or receivable on any Bond 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."
D. Section 1.01(3) shall be amended to read as follows:
"(3) "Evaluator" shall mean Xxxxxx Data Corporation and its
successors in interest, or any successor evaluator appointed as
hereinafter provided."
E. Section 1.01(2) shall be amended to read as follows:
"(2) "Trustee" shall mean The Chase Manhattan 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 The Chase Manhattan Bank.
F. 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."
G. Section 3.01 of the Standard Terms and Conditions of
Trust shall be replaced in its entirety with the following:
"Section 3.01. Initial Cost. Subject to reimbursement as
hereinafter provided, the cost of organizing the Trust and the
sale of the Trust Units shall be borne by the Depositor,
provided, 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. At
the earlier of six months after the Initial Date of Deposit or
the conclusion of the primary offering period ( as certified by
the Depositor to the Trustee), 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 Depositors reimbursable expenses of
organizing the Trust in an amount certified to the Trustee by the
Depositor. In no event shall the amount paid by the Trustee to
the Depositor for the Depositors reimbursable expenses of
organizing the Trust exceed the estimated per Unit amount of
organization costs set forth in the Prospectus for the Trust
multiplied by the number of Units of the Trust outstanding at the
earlier of six months after the Initial Date of Deposit or the
conclusion of the primary offering period; nor shall the
Depositor be entitled to or request reimbursement for expenses of
organizing the Trust incurred after the earlier of six months
after the Initial Date of Deposit or the conclusion of the
primary offering period. If the cash 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 the date
of distribution, sufficient for such reimbursement. Securities
sold or distributed to the Depositor to reimburse the Depositor
pursuant to this Section shall be sold or distributed by the
Trustee, to the extent practicable, in the percentage ratio then
existing. The reimbursement provided for in this section shall
be for the account of Unit holders of record at the earlier of
six months after the Initial Date of Deposit or the conclusion of
the primary offering period. Any assets deposited with the
Trustee in respect of the expenses reimbursable under this
Section 3.01 shall be held and administered as assets of the
Trust for all purposes hereunder. The Depositor shall deliver to
the trustee any cash identified in the Statement of Net Assets of
the Trust included in the Prospectus not late than the expiration
of the Delivery Period and the Depositors obligation to make
such delivery shall be secured by the letter of credit deposited
pursuant to Section 2.01. Any cash which the Depositor has
identified as to be used for reimbursement of expenses pursuant
to this Section 3.01 shall be held by the Trustee, without
interest, and reserved for such purpose and, accordingly, prior
to the earlier of six months after the Initial Date of Deposit or
the conclusion of the primary offering period, shall not be
subject to distribution or, unless the Depositor otherwise
directs, used for payment of redemptions in excess of the per
Unit amount payable pursuant to the next sentence. If a Unit
holder redeems Units prior to the earlier of six months after the
Initial Date of Deposit or the conclusion of the primary offering
period, the Trustee shall pay the Unit holder, in addition to the
Redemption Value of the tendered Units, unless otherwise directed
by the Depositor, an amount equal to the estimated per Unit cost
of organizing the Trust set forth in the Prospectus, or such
lower revision thereof most recently communicated to the Trustee
by the Depositor pursuant to Section 5.01, multiplied by the
number of Units tendered for redemption; to the extent the cash
on hand in the Trust is insufficient for such payments, the
Trustee shall have the power to sell Securities in accordance
with Section 5.02. As used herein, the Depositors 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 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."
H. The first sentence of Section 3.15. shall be amended to
read as follows:
"As compensation for providing supervisory portfolio
services under this Indenture, the Portfolio Supervisor
shall receive against a statement or statements therefor
submitted to the Trustee monthly or annually an aggregate
annual fee in the amount of $.0050 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 the Portfolio Supervisor provides services during
less than the whole of such year). Such fee may exceed the
actual cost of providing such portfolio supervision services
for the Trust, but at no time will the total amount received
for portfolio supervision services rendered to unit
investment trusts of which Nike Securities L.P. is the
sponsor in any calendar year exceed the aggregate cost to
the Portfolio Supervisor of supplying such services in such
year."
I. Article III of the Standard Terms and Conditions of
Trust is hereby amended by inserting the following paragraphs
which shall be entitled Section 3.16.:
"Section 3.16. Bookkeeping and Administrative Expenses. As
compensation for providing bookkeeping and other administrative
services of a character described in Section 26(a)(2)(C) of the
Investment Company Act of 1940 to the extent such services are in
addition to, and do not duplicate, the services to be provided
hereunder by the Trustee or the Portfolio Supervisor, the
Depositor shall receive against a statement or statements
therefor submitted to the Trustee monthly or annually an
aggregate annual fee of $.0019 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 the Depositor
provides services during less than the whole of such year). Such
fee may exceed the actual cost of providing such bookkeeping and
administrative services for the Trust, but at no time will the
total amount received for bookkeeping and administrative services
rendered to unit investment trusts of which Nike Securities L.P.
is the sponsor in any calendar year exceed the aggregate cost to
the Depositor 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 invoice therefor from the
Depositor, upon which, as to the cost incurred by the Depositor
of providing services hereunder the Trustee may rely, and shall
be charged against the Interest and Principal Accounts on or
before the Distribution Date following the Monthly Record Date on
which such period terminates. The Trustee shall have no
liability to any Certificateholder or other person for any
payment made in good faith pursuant to this Section.
If the cash balance in the Interest and Principal Accounts
shall be insufficient to provide for amounts payable pursuant to
this Section 3.16, the Trustee shall have the power to sell (i)
Bonds from the current list of Bonds designated to be sold
pursuant to Section 5.02 hereof, or (ii) if no such Bonds have
been so designated, such Bonds 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 3.16,
provided, however, that Zero Coupon Obligations may not be sold
to pay for amounts payable pursuant to this Section 3.16.
Any moneys payable to the Depositor pursuant to this Section
3.16 shall be secured by a prior lien on the Trust Fund except
that no such lien shall be prior to any lien in favor of the
Trustee under the provisions of Section 6.04 herein.
J. The Evaluators evaluation fee as set forth in Section
4.03 of the Standard Terms and Conditions of Trust is hereby
amended from $20.00 per evaluation to $25.00 per evaluation.
K. Section 5.01 of the Standard Terms and Conditions of
Trust shall be amended as follows:
(i) The fourth sentence of the first paragraph of
Section 5.01 shall be amended by deleting the phrase "and (iii)"
and adding the following, "(iii) amounts representing unpaid
accrued organization costs, and (iv)"; and
(ii) The following text shall immediately precede the
last sentence of the first paragraph of Section 5.01:
"The resulting figure is herein called a "Trust Fund
Evaluation." Prior to the payment to the Depositor of its
reimbursable organization costs to be made at the earlier of six
months after the Initial Date of Deposit or the conclusion of the
primary offering period in accordance with Section 3.10, for
purposes of determining the Trust Fund Evaluation under this
Section 5.01, the Trustee shall rely upon the amounts
representing unpaid accrued organization costs in the estimated
amount per Unit set forth in the Prospectus until such time as
the Depositor notifies the Trust in writing of a revised
estimated amount per Unit representing unpaid accrued
organization costs. Upon receipt of such notice, the Trustee
shall use this revised estimated amount per Unit representing
unpaid accrued organization costs in determining the Trust Fund
Evaluation but such revision of the estimated expenses shall not
effect calculations made prior thereto and no adjustment shall be
made in respect thereof."
L. The second sentence of the second paragraph of Section
8.02 shall be replaced with the following:
"Commencing no earlier than nine business days prior to
the termination of the Trust, the Trustee will liquidate the
Securities during such period and in such daily amounts as the
Depositor shall direct, and shall:"
IN WITNESS WHEREOF, Nike Securities L.P., The Chase
Manhattan Bank, Xxxxxx Data Corporation 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.
NIKE SECURITIES L.P.,
Depositor
By Xxxxxx X. Xxxxxxxxxx
Vice President
THE CHASE MANHATTAN BANK, Trustee
(SEAL) By Xxxxxxx X. Xxxxxxx
Vice President
Attest:
Xxxx X. Xxxxxx
Second Vice President
XXXXXX DATA CORPORATION, Evaluator
(SEAL) By Art Xxxxxx
Vice President
Attest:
Xxxxxxx Xxxxxxxx
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Xxxxxx X. Xxxxxxxxxx
Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
FT 329
(Note: Incorporated herein and made a part hereof is the
"Schedule of Investments" as set forth for each Trust in
the Prospectus.)
