THE FIRST TRUST GNMA REINVESTMENT INCOME TRUST GRIT,
SERIES 104
TRUST AGREEMENT
Dated: June 12, 2008
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 104
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 LLCs 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 $0.060 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 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 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 holders 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 Agents 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 Trustees 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 Trustees 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 Trustees
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. Notwithstanding anything to the contrary in the
Standard Conditions of Trust, paragraph (e) of Section 6.05 shall
be amended by adding the following sentence at the end thereof:
"The Trustee's and each successor Trustee's right to
indemnification shall survive its resignation or removal."
S. Section 6.04 of the Standard Terms and Conditions of
Trust shall be amended to add the following sentence at the end
of the First paragraph thereof:
"The Bank of New York, or any of its affiliates, may
perform services in any capacity for any exchange traded fund,
investment company, investment trust or other entity whose shares
are held as an asset of the Trust, and the Bank of New York, as
Trustee, shall be entitled to receive the foregoing compensation,
without reduction, notwithstanding that the Bank of New York or
an affiliate is receiving compensation for services to such
exchange traded fund, investment company, investment trust or
other entity."
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 104
(Note:Incorporated herein and made a part hereof is the
"Portfolio" for Series 104 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 104
NOTICE OF DEPOSIT OF ADDITIONAL SECURITIES
Dated: ____________, 2008
Pursuant to Section 2.01 of the Trust Agreement dated June
12, 2008 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 12, 2008.
(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
