THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 144
TRUST AGREEMENT
Dated: December 4, 1996
This Trust Agreement among Nike Securities L.P., as
Depositor, The Chase Manhattan Bank, as Trustee, Securities
evaluation Service, Inc., 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 instrument.
All references herein to Articles and Sections are to
Articles and Sections of the Standard Terms and conditions
of Trust.
W I T N E S S E T H T H A T:
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 following special terms and conditions are hereby
agreed to:
(a) The Securities defined in Section 1.01(5) listed
in Schedule A hereto have been deposited in trust under this
Trust Agreement.
(b) The fractional undivided interest in and ownership
of the Trust Fund represented by each Unit for a Trust is
the amount set forth under the captions "Summary of
Essential Information - Fractional Undivided Interest in the
Trust per Unit" in the Prospectus.
(c) The number of units in a Trust referred to in
Section 2.03 is set forth under the caption "Summary of
Essential Information - Number of Units" 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 under "Trust Summary-
Initial Distribution" for such Trust in the Prospectus.
(e) For each Trust the "First Settlement Date" is the
date set forth under "Summary of Essential Information-First
Settlement Date" for such Trust in the Prospectus.
(f) Notwithstanding anything to the contrary in the
first three sentences of Section 6.04 of Article VI of the
Standard Terms and Conditions of Trust, the Trustee's fee
shall be calculated on the largest number of units
outstanding during each period in respect of which a payment
is made pursuant to Section 3.05, and the initial rate at
which such compensation is computed shall be the amount set
forth in "Special Trust Information" for such Trust in the
Prospectus.
(g) Notwithstanding anything to the contrary contained
in the Standard Terms and Conditions of Trust, "Portfolio
Supervisor" shall mean First Trust Advisors L.P. and its
successors in interest, or any successor portfolio
supervisor appointed as hereinafter provided.
PART III
A. 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 or any Underwriter of the
Fund listed under the caption "Underwriting" in the
Prospectus, 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 such Sponsor or
Underwriter 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.
B. Section 1.01(5) of the Standard Terms and
Conditions of Trust is hereby amended to delete the words
"such of the interest-bearing corporate debt obligations
(the "Corporate Bonds") and U.S. Treasury bonds" in the
first sentence thereof and inserting in their place the
words "U.S. Treasury bonds (the "Bonds")."
C. All reference in the Standard Terms and Conditions
of Trust to "Corporate bonds' are hereby amended to refer to
"Bonds".
D. Section 1.01(12), Section 1.01(13) and Section
2.05 of the Standard Terms and conditions of Trust are
hereby deleted in their entirety.
E. The sixth paragraph of Section 5.02 of the
Standard Terms and conditions of Trust is hereby amended by
deleting the third and fourth sentences thereof.
F. All reference in the Standard Terms and conditions
of Trust to the "Insurer", "Insurance" or "Insurance" are
hereby deleted.
G. The reference to "20%" in the first sentence of
Section 6,01(g) of the Standard Terms and conditions of
Trust is hereby amended to read "the lower of $1,000,000 or
10%.
H. Section 1.01(4) shall be amended to read as
follows:
"The Trustee, as of the "First Settlement Date", as
defined in Part II of the Trust Agreement, shall
advance from its own funds and shall pay to the
depositor the amount of interest accrued to such date
on the bonds deposited in the respective Trusts. The
Trustee, as of the "First Settlement Date, " as defined
in Part II of the Trust Agreement, shall also advance
to the Trust from its own funds and distribute to the
Depositor the amount specified in Part II of the Trust
Agreement, which is the amount by which the Trustee's
fee is reduced in respect of interest accrued on "when-
issued" Bonds and on Contract Bonds delivered to the
Trustee subsequent to the First Settlement Date
pursuant to Section 6.04. The Trustee shall be
entitled to reimbursement, without interest, for such
advancements form interest received by the Trust.
Subsequent distributions shall be made as hereinafter
provided."
I. Notwithstanding anything to the contrary in
Section 3.05, Certificateholders may not elect to receive
distributions on a semiannual basis.
J. 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 the Trust and the Depositor shall
ensure that such Bonds are The depositor shall deliver the
additional bonds which were 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 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 entirety, 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 purchase price of New Bonds, such funds, to the
extent of the 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 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 irrevocable 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 (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
distributions declared but not received as of the date of
the deposit, reduced by the amount of and 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 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.
K. Section 3.07 of Article III of the Standard Terms
and Conditions of trust is hereby amended by deleting "or"
immediately prior to paragraph (g) and adding the following
paragraph:
"; or (h) that Bonds need to be sold in order to meet
established principal distributions which are an
objective of the Trust as described in the Prospectus."
L. 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.
M. 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."
N. The third paragraph of Section 3.05 of Article III
of the Standard Terms and Conditions of Trust is hereby
amended to include the following subsection:
"Section (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
Depositor the amount that it is entitled to receive
pursuant to Section 3.16.
O. 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 in
an amount as set forth in the Prospectus times the
number of Units outstanding as of January 1 of such
year except for a year or years in which an initial
offering period as determined by Section 4.01 of this
Indenture occurs, in which case the fee for a month is
based on the number of Units outstanding at the end of
such month (such annual fee to be pro rated for any
calendar year in which the Depositor provides service
during less than the whole of such year), but in no
event shall such compensation when combined with all
compensation received from other unit investment trusts
for which the Depositor hereunder is acting as
Depositor for providing such bookkeeping and
administrative services in any calendar year exceed the
aggregate cost to the Depositor providing services to
such unit investment trusts. 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.
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.
P. 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, in arrears, against a
statement or statements therefor submitted to the
Trustee monthly or annually an aggregate annual fee in
an amount which shall not exceed such amount set forth
in the Prospectus under "Summary of Essential
Information" per Unit outstanding as of January 1 of
such year except for a Trust during the year or years
in which an initial offering period as determined in
Section 4.01 of this Indenture occurs, in which case
the fee for a month is based on the number of Units
outstanding at the end of such month (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), but in no event shall such
compensation when combined with all compensation
received from other series of the Trust for providing
such supervisory services in any calendar year exceed
the aggregate cost to the Portfolio Supervisor for the
cost of providing such services."
Q. The following shall be added immediately following
the first sentence of paragraph (c) of Section 2.01:
"The Trustee may allow the Depositor to substitute
any Letter(s) of Credit deposited with the Trustee in
connection with the deposits described in Section
2.01(a) and (b) with cash in an amount sufficient to
satisfy the obligations to which the Letter(s) of
Credit relates. Any substituted Letter(s) of credit
shall be released by the Trustee."
IN WITNESS WHEREOF, Nike Securities L.P., The Chase
Manhattan Bank, Securities Evaluation Service, Inc. 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
Senior Vice President
The Chase Manhattan Bank, Trustee
(SEAL) By Xxxxxx Xxxxxxxx
Vice President
Attest:
Xxxxxxx X. Xxxxxxx
Second Vice President
SECURITIES EVALUATION SERVICE,
INC.,
Evaluator
(SEAL) By Xxxxx X. Xxxxxxx
President
Attest:
Xxxxx X. Xxxxxx
Vice President and
Assistant Secretary
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Xxxxxx X. Xxxxxxxxxx
Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
THE FIRST TRUST SPECIAL SITUATIONS TRUST, SERIES 144
(Note: Incorporated herein and made a part hereof is the
"Portfolio" as set forth for each Trust in the
Prospectus.)
