FT DEFINED PORTFOLIOS LLC
DISTRIBUTION AGREEMENT
This Distribution Agreement (the "Agreement") is made as of this 11th
day of December, 2000, by and between FT Defined Portfolios LLC (the "Company"),
a Delaware limited liability company, on behalf of each series (each a "fund"
and, collectively, the "funds") of the Company listed in Appendix A attached
hereto, as may be amended from time to time and Nike Securities L.P., an
Illinois limited partnership (the "Distributor").
SECTION 1. GENERAL DUTIES AS DISTRIBUTOR OF FUND INTERESTS.
Distributor shall act as principal distributor for each fund. Each fund
may be authorized to issue multiple series. Distributor has the exclusive right
to purchase, as agent, from each fund, interests of each series authorized and
issued by a fund and agrees to use its best efforts to distribute interests of
each fund. Distributor agrees, as agent for each fund, to accept for redemption,
the interests of each series authorized and issued by the fund; whenever the
officers of the Company deem it advisable for the protection of interest
holders, they may suspend or cancel such authority with respect to one or more
of the funds. In the performance of these duties, Distributor shall be guided by
the requirements of this Agreement, the applicable provisions of the Company's
Limited Liability Company Agreement and applicable federal and state law, all as
amended and/or supplemented from time to time, and each fund's Prospectus and
Statement of Additional Information, then in effect under the Company's current
Registration Statement filed with the U.S. Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "1933
Act"), and the Investment Company Act of 1940, as amended (the "1940 Act").
SECTION 2. SALES LITERATURE AND ADVERTISEMENTS.
All sales literature and advertisements used by Distributor in
connection with the sale of the Company's interests must be approved in advance
by a Company officer. In connection with the sale or arranging for the sale of
the Company's interests, Distributor is authorized to give only such information
and to make only such statements or representations as are contained in each
fund's Prospectus and Statement of Additional Information then currently in
effect under the Company's Registration Statement, or in sales literature or
advertisements approved by the Company.
SECTION 3. LIMITATION UPON INVESTMENT IN THE COMPANY.
Distributor shall not accept any initial or subsequent investment in
interests of a fund, except as described in the fund's then-current Prospectus
and Statement of Additional Information.
SECTION 4. OFFERING PRICE & NET ASSET VALUE PER INTEREST.
Interests of each fund sold under this Agreement shall be sold only at
the offering price in effect at the time of such sale, as described in the
fund's then-current Prospectus and Statement of Additional Information, and the
fund shall receive not less than the full net asset value therefor.
Any reference to "net asset value per interest" shall refer to each
fund's net asset value per interest computed in accordance with the Company's
Limited Liability Company Agreement, the fund's then-current Prospectus and
Statement of Additional Information and the instructions of the Trustees, all as
amended from time to time. The Company or its agent will advise Distributor as
promptly as practicable of each fund's net asset value per interest on each day
on which it is determined.
SECTION 5. DUTIES UPON SALE OR REDEMPTION OF INTERESTS.
Distributor shall remit or cause to be remitted to the Company's
custodian or transfer agent, as applicable, the net asset value per interest of
all interests of each fund sold by Distributor. Each fund will, as promptly as
practicable, cause the account of the purchaser to be credited with the number
of interests purchased. The Company will not issue interest certificates.
Distributor shall process or cause to be processed requests received
from each fund's interest holders for redemption of its interests, in the manner
prescribed in the fund's then-current Prospectus and Statement of Additional
Information. Interests shall be redeemed at their net asset value per interest
next computed after receipt of the redemption request, subject to any applicable
redemption fee as set forth in the fund's then-current Prospectus. Distributor
shall arrange for payment to such interest holders from each fund's account with
the custodian or transfer agent, as applicable.
SECTION 6. INFORMATION RELATING TO THE COMPANY.
The Company or its agent will furnish Distributor with a certified copy
of all financial statements and a signed copy of each report prepared by its
independent public accountants, and will cooperate fully with Distributor in its
efforts to sell the funds' interests, and in the performance by Distributor of
all of its duties under this Agreement.
SECTION 7. FILING OF REGISTRATION STATEMENTS.
The Company or its agent will from time to time file (and furnish
Distributor with copies of) such registration statements, amendments and
supplements thereto, and reports or other documents as may be required under the
1933 Act, the 1940 Act, or the laws of the states in which Distributor desires
to sell interests of the funds.
SECTION 8. MULTIPLE CAPACITIES.
Distributor shall give the Company equitable treatment under the
circumstances in supplying services in any capacity, but the Company recognizes
that it is not entitled to receive preferential treatment from Distributor as
compared with the treatment given to any other investment company or customer.
Whenever Distributor shall act in multiple capacities on behalf of the Company,
Distributor shall maintain the appropriate separate account and records for each
such capacity.
SECTION 9. PAYMENT OF FEES AND EXPENSES.
Distributor shall, at its own expense, finance certain activities
incident to the sale and distribution of the interests of the funds, including
printing and distribution of prospectuses and statements of additional
information to other than existing interest holders and the printing and
distributing of sales literature and advertising.
Distributor shall be entitled to receive for its services as
distributor the fees payable in accordance with any plans adopted by the funds
(or class of interests of the respective funds) pursuant to Rule 12b-1 under the
1940 Act, and may remit such fees to, among others, Allmerica Financial Life
Insurance and Annuity Company in accordance with the terms of any such plan.
SECTION 10. LIABILITY OF THE DISTRIBUTOR.
Distributor shall be liable for its own acts and omissions caused by
Distributor's willful misfeasance, bad faith, or gross negligence in the
performance of Distributor's duties, or by Distributor's reckless disregard of
its obligations under this Agreement, and nothing herein shall protect
Distributor against any such liability to the Company or its interest holders.
Subject to the first sentence of this Section, Distributor shall not be liable
for any action taken or omitted on advice, obtained in good faith, of counsel,
provided such counsel is satisfactory to the Company.
SECTION 11. TERMINATION OF AGREEMENT; ASSIGNMENT.
This Agreement may be terminated at any time, without the payment of
any penalty, on 60 days' written notice (i) by Distributor; (ii) by the Company,
acting pursuant to a resolution adopted by the non-interested Trustees; or (iii)
by the vote of the holders of the lesser of (1) 67% of the Company's interests
present at a meeting if the holders of more than 50% of the outstanding
interests are present in person or represented by proxy, or (2) more than 50% of
the outstanding interests of the Company. This Agreement shall automatically
terminate in the event of its assignment. Termination shall not affect the
rights of the parties which have accrued prior thereto.
SECTION 12. DURATION.
Unless sooner terminated, this Agreement shall continue in effect for
one year from the date herein above first written, and from year to year
thereafter until terminated, provided that the continuation of this Agreement
and the terms hereof are specifically approved annually in accordance with the
requirements of the 1940 Act as modified or superseded by any rule, regulation,
order or interpretive position of the Commission.
SECTION 13. NON-LIABILITY OF CERTAIN PERSONS.
This agreement is executed or made by or on behalf of the Company by
the Member, Trustees or officers and not individually. The obligations of this
agreement are not binding upon any Member, Trustee, officer or Interest holder
of the Company individually and are binding only upon the assets and property of
the Company.
SECTION 14. DEFINITIONS.
The terms "assignment" and "interested person" when used in this
Agreement shall have the meanings given such terms in the 1940 Act.
SECTION 15. CONCERNING APPLICABLE PROVISIONS OF LAW, ETC.
This Agreement shall be subject to all applicable provisions of law,
including, without being limited to, the applicable provisions of the 1940 Act,
the 1933 Act, and the Securities Exchange Act of 1934, as amended; and to the
extent that any provisions of this Agreement are in conflict with such laws, the
latter shall control.
The laws of the State of Illinois shall govern the construction,
validity and effect of this Agreement.
SECTION 16. MISCELLANEOUS.
The obligations of the Company and each fund are not personally binding
upon, nor shall resort be had to the private property of, any of the Trustees,
interest holders, officers, employees or agents of the Company or any fund, but
only the relevant fund's property shall be bound. No fund shall be liable for
the obligations of any other fund.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
FT DEFINED PORTFOLIOS LLC
By:
Name:__________________________________
Title:_________________________________
NIKE SECURITIES L.P.
By:
Name:__________________________________
Title:_________________________________
APPENDIX A
1. Nasdaq Target 15 Portfolio
2. First Trust 10 Uncommon Values Portfolio