THE FIRST TRUST GNMA, SERIES 99
TRUST AGREEMENT
Dated: January 18, 2006
This Trust Agreement among First Trust Portfolios, L.P., as
Depositor, The Bank of New York, as Trustee, Securities
Evaluation Service, Inc., as Evaluator, First Trust Advisors
L.P., as Portfolio Supervisor and FTP Services LLC, as Fund/SERV
Eligible 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 97 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,
SERIES 99
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 3.14 of the Standard Terms and Conditions of Trust and
FTP Services LLC's 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 $0.30 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 Fund/SERV Eligible Unit Servicing Agent as the sole
Unit holder of Fund/SERV Eligible 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). "Fund/SERV Eligible Unit Servicing Agent"
shall mean FTP Services LLC or any successor Fund/SERV Eligible
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 Fund/Serv Eligible 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. Fund/SERV Eligible Unit Servicing Agent. (a)
The Fund/SERV Eligible Unit Servicing Agent shall perform all of
the duties with respect to recordkeeping of Fund/SERV Eligible
Units and Fund/SERV Eligible Unit holders, distributions,
redemption of Fund/SERV Eligible Units and communications to and
with Fund/SERV Eligible Unit holders listed below.
(1) The Fund/SERV Eligible Unit Servicing Agent shall keep
proper books of record and account of all of the transactions in
the Fund/SERV Eligible Units of each Trust under this Indenture
at its corporate office, including a record of the name and
address of, and the Fund/SERV Eligible Units issued by each Trust
and held by, every Fund/SERV Eligible 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 Fund/SERV Eligible Unit holder of such Trust, with respect to
such Fund/SERV Eligible Unit holders transactions, at all
reasonable times during usual business hours. Without limiting
the foregoing, the Fund/SERV Eligible 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 Fund/SERV Eligible Unit Servicing Agent shall
distribute on or shortly after the Distribution Dates specified
in the Trust Agreement to each Fund/SERV Eligible Unit holder of
record on its books on the Record Date for each such Distribution
Date specified in the Trust Agreement such Fund/SERV Eligible
Unit holder's distribution as computed under the Standard Terms
and Conditions of Trust.
(3) In connection with such distributions set forth above,
the Fund/SERV Eligible Unit Servicing Agent shall furnish a
Distribution Statement to Fund/SERV Eligible 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 Fund/SERV Eligible Unit Servicing Agent shall
transmit to each Fund/SERV Eligible 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 Fund/SERV Eligible Unit holders.
(5) For purposes of permitting Fund/SERV Eligible Unit
holders to satisfy any reporting requirements of applicable
federal or state tax law, the Fund/SERV Eligible Unit Servicing
Agent shall provide the Trustee with the name, address, number of
Fund/SERV Eligible Units held by, and such other information as
requested by the Trustee, for every Fund/SERV Eligible Unit
holder so that the Trustee can transmit to any Fund/SERV Eligible
Unit holder of record on the Fund/SERV Eligible Unit Servicing
Agent's 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 Fund/SERV Eligible Unit Servicing Agent and
may accept such information without inquiry. Each of the
Depositor and the Fund/SERV Eligible 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 Fund/SERV Eligible
Unit Servicing Agent being inaccurate or incomplete. This
indemnity shall be a continuing obligation of each of the
Depositor and the Fund/SERV Eligible Unit Servicing Agent, and
their successors and assigns, notwithstanding the termination of
this Trust Agreement.
(6) The Fund/SERV Eligible Unit Servicing Agent shall
distribute to redeeming Fund/SERV Eligible 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 Fund/SERV Eligible Units on
the Trustee's books.
(7) The Fund/SERV Eligible Unit Servicing Agent shall
distribute to Fund/SERV Eligible 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 Fund/SERV
Eligible Units on the Trustee's books.
(8) In connection with such termination distributions set
forth above, the Fund/SERV Eligible Unit Servicing Agent shall
furnish a Final Distribution Statement to Fund/SERV Eligible 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
Fund/SERV Eligible 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 3.14 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 Fund/SERV Eligible 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 Fund/SERV Eligible 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 Fund/SERV Eligible 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 Fund/SERV Eligible 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 Fund/SERV
Eligible 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 Fund/SERV Eligible 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 Fund/SERV Eligible 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 Fund/SERV
Eligible Unit Servicing Agent deems necessary in its discretion
to protect the Trust and the rights and interests of the
Fund/SERV Eligible Unit holders pursuant to the terms of this
Indenture.
(f) The Fund/SERV Eligible 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 Fund/SERV Eligible Unit Servicing Agent. The
Depositor acknowledges and agrees that the default of the
Fund/SERV Eligible Unit Servicing Agent in its obligations under
this paragraph, or the performance by the Fund/SERV Eligible Unit
Servicing Agent of its obligations in a manner which shall
adversely affect the Trustee's performance of its duties, shall
be a sufficient grounds for the Trustee to remove the Fund/SERV
Eligible Unit Servicing Agent pursuant to Section 3.17(d) and
Section 4.05.
(g) As used in this Section 3.17, "Fund/SERV Eligible Unit
holder," when referring to the records of the Trustee, shall mean
the Fund/SERV Eligible Unit Servicing Agent and, when referring
to the records to be maintained by the Fund/SERV Eligible Unit
Servicing Agent, shall mean each owner of a Fund/SERV Eligible
Unit identified on the records of the Fund/SERV Eligible Unit
Servicing Agent."
E. Section 4.01 of the Standard Terms and Conditions of
Trust shall be amended to include the Fund/SERV Eligible 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,
Fund/SERV Eligible 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,
Fund/SERV Eligible 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
Fund/SERV Eligible 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 Fund/SERV Eligible
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 Fund/SERV Eligible 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
Fund/SERV Eligible 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 Fund/SERV
Eligible 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 Fund/SERV Eligible Unit Servicing Agent shall
be in writing and shall be duly given if mailed or delivered
to the Fund/SERV Eligible Unit Servicing Agent at 0000
Xxxxxxxxxxx Xxxx, Xxxxx, Xxxxxxxx 00000, or at such other
address as shall be specified by the Fund/SERV Eligible Unit
Servicing Agent to the other parties hereto in writing.
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 Xxxx Xxxxxx
Vice President
[SEAL]
ATTEST:
Xxxxxxx Xxxx
Assistant 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
FIRST TRUST PORFOLIOS, L.P.,
AS MANAGER AND ON BEHALF
OF FTP SERVICES LLC,
Fund/SERV Eligible Unit
Servicing Agent
By Xxxxx X. Xxxxx
President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES DEPOSITED
IN
THE FIRST TRUST GNMA, SERIES 99
(Note:Incorporated herein and made a part hereof is the
"Portfolio" for Series 99 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, SERIES 99
NOTICE OF DEPOSIT OF ADDITIONAL SECURITIES
Dated: January 20, 2005
Pursuant to Section 2.01 of the Trust Agreement dated
January 20, 2005 among First Trust Portfolios, L.P., as
Depositor, The Bank of New York, as Trustee, Securities
Evaluation Service, Inc., 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 January 20, 2005.
(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
