FT 1450
TRUST AGREEMENT
Dated: July 17, 2007
The Trust Agreement among First Trust Portfolios L.P., as
Depositor, The Bank of New York, as Trustee and First Trust
Advisors L.P., as Evaluator and 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 FT 785 and certain subsequent Series, Effective
December 9, 2003" (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 and Part III 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
SELECT DSIP PORTFOLIO, 3RD QUARTER 2007 SERIES
The following special terms and conditions are hereby agreed
to:
A. The Securities initially deposited in the Trust
pursuant to Section 2.01 of the Standard Terms and Conditions of
Trust are set forth in the Schedules hereto.
B. (1) The aggregate number of Units outstanding for the
Trust on the Initial Date of Deposit and the initial fractional
undivided interest in and ownership of the Trust represented by
each Unit thereof are set forth in the Prospectus in the section
"Summary of Essential Information."
Documents representing this number of Units for the Trust
are being delivered by the Trustee to the Depositor pursuant to
Section 2.03 of the Standard Terms and Conditions of Trust.
C. The Record Date shall be the 15th day of each month. The
Trustee is authorized to make the payments specified in Part I of
Section 3.05 on the last Business Day of each month.
D. The Distribution Date shall be the last day of the month
in which the related Record Date occurs.
E. The Mandatory Termination Date for the Trust shall be as
set forth in the Prospectus under "Summary of Essential
Information."
F. First Trust Advisors L.P.'s compensation as referred to in
Section 4.03 of the Standard Terms and Conditions of Trust shall
be an annual fee in the amount of $.0080 per Unit.
G. The Trustee's Compensation Rate pursuant to Section 6.04
of the Standard Terms and Conditions of Trust shall be an annual
fee in the amount of $.0096 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 Trustee
provides services 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. 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.
H. The Initial Date of Deposit for the Trust is July 17,
2007.
I. There is no minimum amount of Securities to be sold by the
Trustee pursuant to Section 5.02 of the Indenture for the
redemption of Units.
J. The minimum number of Units a Unit holder must redeem in
order to be eligible for an in-kind distribution of Securities
pursuant to Section 5.02 shall be 2,500 Units of the Trust.
However, the ability to request an in-kind distribution of
Securities pursuant to Section 5.02 will terminate at any time
that the number of outstanding Units has been reduced to 10% or
less of the highest number of Units issued by the Trust. No in-
kind distribution requests submitted during the 30 business days
prior to the Trusts Mandatory Termination Date will be honored.
K. No Unit holder will be eligible for an in-kind
distribution of Securities pursuant to Section 8.02.
PART III
A. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, Section 1.01 (13) shall
be amended to delete the second sentence of such section and
replace it with the following:
The Percentage Ratio with respect to each Security in a
Trust is that percentage derived by dividing the number of
shares of such Security included in the initial deposit made
pursuant to Section 2.01(a) by the total number of shares of
all Securities included in such deposit.
B. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, Section 2.01(e) shall be
amended to read as follows:
The Trustee is hereby irrevocably authorized to effect
registration or transfer of the Securities in fully
registered form to the name of the Trustee or to the name of
its nominee or to hold the Securities in a clearing agency
registered with the Securities and Exchange Commission, in a
book entry system operated by the Federal Reserve Board,
with an Eligible Foreign Custodian or in an Eligible
Securities Depository.
C. Section 2.01 of the Standard Terms and Conditions of
Trust shall be amended to include the following section at the
end of Section 2.01:
(g) Notwithstanding anything to the contrary herein,
subject to the requirements set forth in this Section
2.01(g) and unless the Prospectus otherwise requires, the
Depositor may, on any Business Day (the Trade Date),
subscribe for additional Units as follows:
(i) Prior to the Evaluation Time on such Business Day,
the Depositor shall provide notice (the Subscription
Notice) to the Trustee, by telephone or by written
communication, of the Depositors intention to subscribe for
additional Units. The Subscription Notice shall identify
the additional Securities to be acquired (which will be a
precise replication of the then existing portfolio, as
consistent with the provisions of Section 2,01(b)) and shall
either (a) specify the quantity of additional Securities to
be deposited by the Depositor on the settlement date for
such subscription or (b) instruct the Trustee to purchase
additional Securities with an aggregate value as specified
in the Subscription Notice.
(ii) Promptly following the Evaluation Time on such
Business Day, the Depositor shall verify with the Trustee
the number of additional Units to be created.
(iii) Not later than the time on the settlement date for
such subscription when the Trustee is to deliver or assign
the additional Units created hereby, the Depositor shall
deposit with the Trustee (a) any additional Securities
specified in the Subscription Notice (or contracts to
purchase such additional Securities together with cash or a
Letter of Credit in the amount necessary to settle such
contracts) or (b) cash or a Letter of Credit in an amount
equal to the aggregate value of the additional Securities
specified in the Subscription Notice to be purchased by the
Trustee, and adding and subtracting the amounts specified in
the first and second sentences of Section 5.01, computed as
of the Evaluation Time on the Business Day preceding the
Trade Date divided by the number of Units outstanding as of
the Evaluation Time on the Business Day preceding the Trade
Date, times the number of additional Units to be created.
(iv) On the settlement date for such subscription, the
Trustee shall, in exchange for the Securities and cash, cash
or Letter of Credit described above, deliver to, or assign
in the name of or on the order of, the Depositor the number
of Units verified by the Depositor with the Trustee.
(v) In the event the Depositor fails to take such
action required by paragraph (iii) above, the Trustee shall,
on the settlement date for such subscription, settle the
securities transactions specified in the Subscription
Notice.
(vi) Neither the Trust nor Unit holders of the Trust
will be responsible for any loss resulting from the failure
of the Depositor to take such action required by paragraph
(iii) above.
D. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, Section 6.01(e) shall be
amended to read as follows:
(e) (1) Subject to the provisions of subparagraph (2) of
this paragraph, the Trustee may employ agents, sub-
custodians, attorneys, accountants and auditors and shall
not be answerable for the default or misconduct of any such
agents, sub-custodians, attorneys, accountants or auditors
if such agents, sub-custodians, attorneys, accountants or
auditors shall have been selected with reasonable care. The
Trustee shall be fully protected in respect of any action
under this Indenture taken or suffered in good faith by the
Trustee in accordance with the opinion of counsel, which may
be counsel to the Depositor acceptable to the Trustee,
provided, however that this disclaimer of liability shall
not excuse the Trustee from the responsibilities specified
in subparagraph (2) below. The fees and expenses charged by
such agents, sub-custodians, attorneys, accountants or
auditors shall constitute an expense of the Trust
reimbursable from the Income and Capital Accounts of the
Trust as set forth in section 7.04 hereof.
(2)To the extent permitted under the Investment Company
Act of 1940 as evidenced by an opinion of counsel to the
Depositor satisfactory to the Trustee or no-action letters
or exemptive orders issued by the Securities and Exchange
Commission or its staff, the Trustee may place and maintain
in the care of an Eligible Foreign Custodian (which is
employed by the Trustee as a sub-custodian as contemplated
by subparagraph (1) of this paragraph (e) and which may be
an affiliate or subsidiary of the Trustee or any other
entity in which the Trustee may have an ownership interest)
or an Eligible Securities Depository the Trusts investments
(including foreign currencies) for which the primary market
is outside the United States, and such cash and cash
equivalents in amounts reasonably necessary to effect the
Trusts transactions in such investments, provided that:
(A) The Trustee shall indemnify the Trust and hold
the Trust harmless from and against any risk of loss of
Trust assets held with an Eligible Foreign Custodian in
accordance with the foreign custody contract.
(B) The Trustee shall exercise reasonable care,
prudence and diligence such as a person having
responsibility for the safekeeping of Trust assets would
exercise, and shall be liable to the Trust for any loss
occurring as a result of its failure to do so.
(C) The Trustee shall perform all duties assigned to
the Foreign Custody Manager by Rule 17f-5 under the
Investment Company Act of 1940 (17 CFR 270.17f-5), as
now in effect or as such rule may be amended in the
future (Rule 17f-5). The Trustee shall not delegate
such duties.
(D) The Trustee shall (i) provide the Depositor with
an analysis of the custody risks associated with
maintaining assets with an Eligible Securities
Depository; (ii) monitor the custody risks associated
with maintaining assets with the Eligible Securities
Depository on a continuing basis and promptly notify the
Depositor of any material change in such risks; and
(iii) exercise reasonable care, prudence and diligence in
performing the foregoing duties. The Depositor shall
instruct the Trustee to take such action as the Depositor
deems appropriate in response to a notification by the
Trustee provided pursuant to (ii) in the preceding
sentence.
(E) The Trusts Prospectus shall contain such
disclosure regarding foreign securities and foreign
custody as is required for management investment
companies by Forms N-1A and N-2. Such Prospectus shall
also contain disclosure concerning the Depositors
responsibilities described in (D) above.
(F) The Trustee shall maintain and keep current
written records regarding the basis for the choice or
continued use of a particular Eligible Foreign Custodian
pursuant to this subparagraph for a period of not less
than six years from the end of the fiscal year in which
the Trust was terminated, the first two years in an
easily accessible place. Such records shall be available
for inspection by Unit holders and the Securities and
Exchange Commission at the Trustees corporate trust
office during its usual business hours.
E. Section 4.05 shall be amended to add the following
paragraph as the third paragraph of Section 4.05 of the Standard
Terms and Conditions of Trust:
The Portfolio Supervisor may employ one or more sub-
Portfolio Supervisors to assist in performing the services
set forth in this Section 4.05 and shall not be answerable
for the default of any such sub-Portfolio Supervisors if
such sub-Portfolio Supervisors shall have been selected with
reasonable care, provided, however, that the Portfolio
Supervisor will indemnify and hold the Trust harmless from
and against any loss occurring as a result of a sub-
Portfolio Supervisors willful misfeasance, reckless
disregard, bad faith, or gross negligence in performing
supervisory duties. The fees and expenses charged by such
sub-Portfolio Supervisors shall be paid by the Portfolio
Supervisor out of proceeds received by the Portfolio
Supervisor in accordance with Section 4.03 hereof.
F. Notwithstanding anything to the contrary in the Standard
Terms and Conditions of Trust, the second paragraph in Section
8.02 shall be amended to read as follows:
In the event of any termination of the Trust prior to the
Mandatory Termination Date, the Trustee shall proceed to
liquidate the Securities then held and make the payments and
distributions provided for hereinafter in this Section 8.02,
except that in such event, the distribution to each Unit
holder shall be made in cash and shall be such Unit holders
pro rata interest in the balance of the principal and income
accounts after the deductions herein provided. In the event
that the Trust shall terminate on or after the Mandatory
Termination Date, the Trustee shall, at least thirty days
prior to the Mandatory Termination Date, send a written
notice to all Unit holders of record. If such Unit holder
owns at least the minimum number of Units of the Trust set
forth in Part II of the Trust Agreement, such notice shall
further indicate that such Unit holder may elect to receive
an in-kind distribution of their pro rata share of the
Securities, to the extent of whole shares. The Trustee will
honor duly executed requests for in-kind distributions
received (accompanied by the electing Unit holders
Certificate, if issued) by the close of business fifteen
business days prior to the Mandatory Termination Date. Unit
holders who do not effectively request an in-kind
distribution shall receive their distribution upon
termination in cash.
G. 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."
H. Section 3.02 shall be amended to read in its entirety
as follows:
Section 3.02 Income Account. The Trustee shall collect
the dividends and other cash distributions on the Securities in
each Trust which would be treated as dividend (other than capital
gain dividends) or interest income under the Internal Revenue
Code as such become payable (including all monies which would be
so treated representing penalties for the failure to make timely
payments on the Securities, or as liquidated damages for default
or breach of any condition or term of the Securities or of the
underlying instrument relating to any Securities and other income
so treated attributable to a Failed Contract Obligation for which
no Replacement Security has been obtained pursuant to Section
3.12 hereof) and credit such income to a separate account for
each Trust to be known as the "Income Account."
Any non-cash distributions received by a Trust shall be sold
to the extent they would be treated as dividend or interest
income under the Internal Revenue Code and the proceeds shall be
credited to the Income Account. Except as provided in the
preceding sentence, non-cash distributions received by a Trust
(other than a non-taxable distribution of the shares of the
distributing corporation which shall be retained by a Trust)
shall be dealt with in the manner described in Section 3.11,
herein, and shall be retained or disposed of by such Trust
according to those provisions and the proceeds thereof shall be
credited to the Capital (Principal) Account. Neither the Trustee
nor the Depositor shall be liable or responsible in any way for
depreciation or loss incurred by reason of any such sale.
All other distributions received by a Trust shall be
credited to the Capital (Principal) Account.
I. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, the first paragraph of
Section 3.05.(II)(a) shall be amended to provide as follows:
On each Distribution Date, the Trustee shall distribute to
each Unit holder of record at the close of business on the Record
Date immediately preceding such Distribution Date an amount per
Unit equal to such Unit holder's Income Distribution (as defined
below), plus such Unit holder's pro rata share of the balance of
the Capital Account (except for monies on deposit therein
required to purchase Contract Obligations and monies constituting
proceeds of pro-rata sales of Trust assets to effect redemptions,
which proceeds shall be retained for payment of redemptions)
computed as of the close of business on such Record Date after
deduction of any amounts provided in Subsection I, provided,
however, that the Trustee shall not be required to make a
distribution from the Capital Account unless the balance
available for distribution is equal to or greater than $1.00 per
100 Units, except that, notwithstanding any provision of the
Standard Terms and Conditions of Trust or this Trust Agreement
to the contrary, the Trustee shall on any Distribution Date
distribute the cash available for distribution in the Income and
Capital Accounts within the meaning of Treas. Reg. 1.671-5(b)(5)
if the aggregate amount of such cash available for distribution
is equal to or greater than .1% of the net asset value of the
Trust on the related Record Date. This provision is intended to
comply with Treas. Reg. 1.675-5(c)(2)(v)(C) and shall be
interpreted consistent therewith and with any successor
regulations.
J. Notwithstanding anything to the contrary in the Standard
Terms and Conditions of Trust, the ninth paragraph of Section
5.02 of the Standard Terms shall be amended to read in its
entirety as follows:
"For the purpose of funding the Principal Account
for payment of the Redemption Value with respect to
each tender of a Unit or Units for redemption, the
Depositor may direct the trustee to sell and, in the
absence of contrary direction from the Depositor, the
Trustee may sell, the pro rata amount of each Security
allocable to the tendered Units as soon as reasonably
practicable following such tender. In determining such
pro rata amount, the Trustee may apply the calendar
month aggregation method provided in Treas. Reg. 1.671-
5(c)(2)(iv)(G)(3)(i). If the proceeds of such pro rata
sales are insufficient, the Trustee may (i) sell
additional Securities as directed by the Sponsor or, in
the absence of direction, sell Securities in amounts
which are reasonably pro rata as determined by the
Trustee or (ii) advance funds required to pay the
Redemption Value, provided that the Trustee shall have
no obligation to advance funds if the unreimbursed
amount advanced to the Trust for this purpose then
equals at least $15,000. When directed by the
Depositor or determined by the Trustee, but in all
events as promptly as reasonably practicable whenever
the unreimbursed amount advanced by the Trustee equals
or exceeds $15,000, the Trustee shall sell additional
Securities in the manner provided in clause (i) of the
preceding sentence and shall reimburse itself the
amount of the advance, provided that the Trustee's
right to reimbursement shall not be affected by any
delay in sale or reimbursement. The Trustee's right
to reimbursement shall be secured by a lien on the
Trust prior to the interest of the Unit holders. The
net proceeds of any sale of Securities representing
income shall be credited to the Income Account and then
disbursed therefrom for payment of expenses and
payments to Unit holders as otherwise provided in this
Indenture. The balance of such net proceeds shall be
credited to the Principal Account. The Depositor and
the Trustee shall use their reasonable efforts to
conduct pro rata sales of Securities qualifying for
exception from tax reporting as described in Treas.
Reg. 1.671-5(c)(2)(iv)(G) and, during the final
calendar year of the trust, qualifying for the
exception from tax reporting described in Treas. Reg.
1.671-5(c)(2)(iv)(F). Notwithstanding the foregoing,
neither the Trustee nor the Depositor shall be liable
to any person in the event sales proceeds for any
calendar year exceed the general de minimis test of
Treas. Reg. 1.671-5(c)(2)(iv)(D)(1) (whether or not
due to a failure to sell Securities pro rata) or
otherwise require reporting under Treas. Reg. 1.671-
5."
K. Notwithstanding anything to the contrary in the Standard
Terms and Conditions of Trust, Section 6.02 of the Standard Terms
is amended to read in its entirety as follows:
"Section 6.02. Books, Records and Reports. (a)
General. The Trustee shall keep proper books of record
and account of all the transactions of each Trust under
this Indenture at its corporate trust office, including
a record of the name and address of, and the Units
issued by each Trust and held by, every Unit holder,
and such books and records of each Trust shall be open
to inspection by any Unit holder of such Trust at all
reasonable times during the usual business hours. The
Trustee shall make such annual or other reports as may
from time to time be required under any applicable
state or federal statute or rule or regulations
thereunder.
(b) Audit of trust accounts. Unless the
Depositor determines that such an audit is not
required, the accounts of the Trust shall be audited
not less than annually by independent public
accountants designated from time to time by the
Depositor and the Trustee and the reports of such
accountants shall be furnished upon request to Unit
holders. So long as the Depositor is making a
secondary market for Units, the Depositor shall bear
the cost of such annual audits to the extent such cost
exceeds $.50 per 100 Units.
(c) Costs of updating of registration statement.
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
this Section 6.02.
(d) Tax reporting for grantor trusts. With
respect to any Trust which is a widely held fixed
investment trust as defined in Treas. Reg. 1.671-
5(b)(22), the Depositor and the Trustee agree that the
Trust meets the requirements of Treas. Reg. 1.671-
5(f)(1)(i), and the Trustee is authorized:
(i) to report in accordance with any of the
safe harbor methods described in Treas. Reg. 1.671-
5(f);
(ii) to report sales proceeds, whenever
permitted, as provided in Treas. Reg. 1.671-
5(f)(1)(iv)(B);
(iii) to report proceeds of sales and
dispositions described in Treas. Reg. 1.671-
5(c)(2)(iv)(D)(4)(ii) as provided in Treas. Reg. 1.671-
5(c)(2)(iv)(D)(4)(i); and
(iv) to use the measuring date, as
defined in Treas. Reg. 1.671-5(c)(2)(iv)(D)(1), in
lieu of the start-up date, wherever permitted.
For purposes of Treas. Reg. 1.671-5(f)(1)(iv)(A)(2),
the date of the last deposit under 2.01(b) prior to the
expiration of the initial offering period, as certified
to the Trustee by the Depositor, shall be considered
the 'start-up date' of the Trust."
L. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, Section 6.01(l) shall be
replaced in its entirety with the following:
The Trust may include (I) a letter or letters of credit
meeting the requirements of Section 2.05 for the purchase of
Securities or Contract Obligations issued by the Trustee in its
individual capacity for the account of the Depositor or (II)
Securities issued by the Trustee, its parent, or affiliates, and
the Trustee may otherwise deal with the Depositor and the Trust
with the same rights and powers as if it were not the Trustee
hereunder; and
M. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, Section 3.07 shall be
amended to add the following immediately after Section 3.07(i):
(j) that as a result of the ownership of the Security, the
Trust or its Unit holders would be a direct or indirect
shareholder of a passive foreign investment company as defined in
section 1297(a) of the Internal Revenue Code.
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
SCHEDULE A TO TRUST AGREEMENT
Securities Initially Deposited
FT 1450
(Note: Incorporated herein and made a part hereof for the
Trust is the "Schedule of Investments" for the Trust as set forth
in the Prospectus.)
