FT 1133
TRUST AGREEMENT
Dated: February 22, 2006
The 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 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 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
Value Architects Shareholder Value Portfolio 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 Percentage Ratio on the Initial Date of Deposit is as set forth in
the Prospectus under "Schedule of Investments."
D. The Record Date shall be as set forth in the prospectus under "Summary
of Essential Information."
E. The Distribution Date shall be as set forth in the Prospectus under
"Summary of Essential Information."
F. The Mandatory Termination Date for the Trust shall be as set forth in
the Prospectus under "Summary of Essential Information."
G. 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 LLC's
compensation as referred to in Section 3.16 of the Standard Terms and Conditions
of Trust shall collectively be an annual fee in the amount of $.0080 per Unit.
H. 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.
I. The Initial Date of Deposit for the Trust is February 22, 2006.
J. The minimum amount of Securities to be sold by the Trustee pursuant to
Section 5.02 of the Indenture for the redemption of Units shall be 100 shares.
K. 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.
L. The minimum number of Units a Unit holder must tender in order to be
eligible for an in-kind distribution of Securities pursuant to Section 8.02
shall be 2,500 Units of the Trust.
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 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 Depositor's 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."
C. 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 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 ss. 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 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 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.
E. 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.
F. Section 1.01 of the Standard Terms and Conditions of Trust shall be
amended to include the following:
"Section 1.01(31). "Fund/SERV Eligible Unit Servicing Agent" shall mean FTP
Services LLC or any successor Fund/SERV Eligible Unit servicing agent appointed
as hereinafter provided."
G. Section 3.05.I. of the Standard Terms and Conditions of Trust shall be
amended to include the following at the end of such section:
"(d) deduct from the Income account or, to the extent funds are not
available in such Account, from the Capital Account and pay to the Fund/Serv
Eligible Unit Servicing Agent the amount that it is entitled to receive pursuant
to Section 3.16."
H. Article III of the Standard Terms and Conditions of Trust shall be
amended to include the following section:
"Section 3.16. 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 3.16 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 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 Income and/or
Capital Accounts, in accordance with Section 3.05 of the Standard Terms and
Conditions of Trust.
If the cash balance in the Income and Capital Accounts shall be
insufficient to provide for amounts payable pursuant to this Section 3.16, 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 3.16.
All moneys payable to the Fund/SERV Eligible Unit Servicing Agent pursuant
to this Section 3.16 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 3.16(d)
and Section 4.05.
(g) As used in this Section 3.16, "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."
I. Section 4.01(a) and (b) 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.
J. The second sentence of the first paragraph of Section 4.03 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 4.03 and FTP Services
LLC for rendering the services described in Section 3.16 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.
K. 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 First Trust Advisors, L.P., acting in its capacity as 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."
L. 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,"
M. 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;"
N. 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 Income Account of such Trust or, to the extent that
funds are not available in such Account, from the Capital 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;"
O. 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.
P. 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 holder's 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 holder's 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.
Q. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, Section 6.01 (g) shall be replaced with the following:
" (g) If (i) the value of any Trust as shown by an evaluation by the Trustee
pursuant to Section 5.01 hereof shall be less than the lower of $2,000,000
or 20% of the total value of Securities deposited in such Trust during the
initial offering period, or (ii) by reason of the Depositor's redemption of
Units of a Trust not theretofore sold constituting more than 60% of the
number of Units initially authorized, the net worth of the Trust is reduced
to less than 40% of the aggregate principal amount of Securities deposited
in such Trust at the termination of the initial offering period, or (iii)
in the event that the Depositor and/or Trustee determine that compliance
with tax reporting requirements would be unduly burdensome to Unit
holders; then the Trustee may in its discretion, and shall when so
directed by the Depositor, terminate this Indenture and the Trust created
hereby and liquidate such Trust, in such manner as the Depositor shall
direct;"
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
FTP Services LLC,
Fund/SERV Eligible Unit
Servicing Agent
By Xxxxx X. Xxxxx
Senior Vice President
SCHEDULE A TO TRUST AGREEMENT
Securities Initially Deposited
FT 1133
(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.)
