FT 991
TRUST AGREEMENT
Dated: June 9, 2005
This Trust Agreement 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, sets forth certain provisions in
full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust for FT
906 and certain subsequent Series, effective October 19, 2004"
(herein called the "Standard Terms and Conditions of Trust"), and
such provisions as are set forth in full and such provisions as
are incorporated by reference constitute a single instrument. All
references herein to Articles and Sections are to Articles and
Sections of the Standard Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, the
Evaluator and Portfolio Supervisor agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the Provisions of Parts II and 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
FOR FIRST TRUST U.S. TREASURY SECURITIES PORTFOLIO,
INTERMEDIATE, SERIES 14
The following special terms and conditions are hereby agreed
to:
A. The Bonds defined in Section 1.01(5) listed in
Schedule A hereto have been deposited in trust under this
Trust Agreement.
B. The fractional undivided interest in and ownership
of the Trust Fund represented by each Unit for a Trust is the
amount set in the "Summary of Essential Information" in the
Prospectus.
C. The number of units in a Trust referred to in
Section 2.03 is set forth in the Summary of Essential
Information" in the Prospectus.
D. For each Trust the First General Record Date and
the amount of the second distribution of funds from the
Interest Account shall be the record date for the Initial
Distribution per Unit and the amount set forth in the
"Summary of Essential Information" in the Prospectus.
Nothwithstanding anything to the contrary in the Standard
Terms and Conditions of Trust, the First General Record Date
and all subsequent monthly Record Dates shall be on the
fifteenth day of the month.
E. For each Trust the "First Settlement Date" is the
date set forth in the "Summary of Essential Information" in
the Prospectus.
F. The term "Bonds" as set forth in the Standard
Terms and Conditions of Trust shall be replaced with the term
"Securities."
G. The definition of "Bonds" contained in Section
1.01(5) of the Standard Terms and Conditions of Trust shall
be amended by inserting the following after "(the "Corporate
Bonds")" appearing in the first sentence thereof:
",zero coupon bonds (the "Zero Coupon Bonds")".
H. First Trust Advisors L.P.'s compensation as
referred to in Section 3.15 of the Standard Terms and
Conditions of Trust shall be an annual fee in the amount of
$.0020 per Unit.
I. The Evaluator's evaluation fee as set forth in
Section 4.03 of the Standard Terms and Conditions of Trust is
hereby amended from $20.00 per evaluation to $.0030 per unit.
J. Notwithstanding anything to the contrary in
Section 6.04 of the Standard Terms and Conditions of Trust,
the Trustee's Compensation Rate shall be an annual fee in the
amount of $.0121 per Unit, calculated based on the largest
number of Units outstanding during the calendar year except
during the initial offering period as determined by Section
4.01 of this Indenture, in which case the fee is calculated
based on the largest number of Units outstanding during the
period for which the compensation is paid (such annual fee to
be pro rated for any calendar year in which the Trustee
provides services during less than the whole of such year).
PART III
A. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, 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."
B. Section 2.01 if the Standard Terms shall be amended to
included 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 Depositor's intention to subscribe for
additional Units. The Subscription Notice shall identify
the additional Securities to be acquired (unless such
additional Securities are a precise replication of the then
existing portfolio) 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."
C. Notwithstanding anything to the contrary in the
Standard Terms and Condition 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 Trust's 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
Trust's 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 Section 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 Trust's 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 Depositor's
responsibilities described in (C) 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 Unitholders and the Securities and
Exchange Commission at the Trustee's corporate trust
office during its usual business hours."
D. Section 4.05 shall be amended to add the following
paragraph as the third paragraph of Section 4.05 of the
Standard Terms and Condition 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 Supervisor's 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.
IN WITNESS WHEREOF, First Trust Portfolios, L.P., The Bank
of New York, 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.
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
SECURITIES EVALUATION SERVICE,
INC., Evaluator
By Xxxxx X. Xxxxxxx
President
(SEAL)
Attest:
Xxxxx X. Xxxxxx
Vice President and
Assistant Secretary
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Xxxxx X. Xxxxx
Senior Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
FT 991
(Note: Incorporated herein and made a part hereof is the
"Schedule of Investments" as set forth for each Trust in
the Prospectus.)
