FT 800
TRUST AGREEMENT
Dated: December 19, 2003
The Trust Agreement among First Trust Portfolios, L.P., as
Depositor, JPMorgan Chase Bank, as Trustee and First Trust
Advisors L.P., as Evaluator and 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 18
and certain subsequent Series, effective October 15, 1991"
(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. Effective June 27, 2002, Nike Securities
L.P., a party to the Standard Terms and Conditions of Trust,
changed its name to First Trust Portfolios, L.P. 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
HIGH-YIELD INCOME AND TREASURY PORTFOLIO, SERIES 2
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. 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 Dates 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
shall 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 December
19, 2003.
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 Treasury Obligations Maturity Date shall be as set
forth in the Prospectus under "Schedule of Investments."
PART III
A. Notwithstanding anything to the contrary in the
Standard Terms and Conditions of Trust, references to subsequent
Series established after the date of effectiveness of the First
Trust Special Situations Trust, Series 24 shall include FT 800.
B. For purposes of this Trust, Units of the Trust will not
be rated by Standard & Poor's Ratings Services and any reference
to such rating or any requirement that information be forwarded
to Standard & Poor's Ratings Services in the Standard Terms and
Conditions of Trust shall be inapplicable.
C. For purposes of this Trust, all references in the
Standard Terms and Conditions of Trust including provisions
thereof amended hereby to "1.00 per Unit" shall be amended to
read "10.00 per Unit" and all references to "per 1,000 Units"
shall be amended to read "per 100 Units."
D. For purposes of this Trust, any reference in the
Standard Terms and Conditions of Trust to "140%" shall be
replaced with "110%" in relation to the amount of cash or a
Letter of Credit needed to acquire Treasury Obligations.
E. The term "Principal Account" as set forth in the
Standard Terms an Conditions of Trust shall be replaced with the
term "Capital Account."
F. Section 1.01(2) shall be amended to read as follows:
"(2) "Trustee" shall mean JPMorgan Chase 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 JPMorgan Chase Bank.
G. Section 1.01(3) shall be amended to read as follows:
"(3) "Evaluator" shall mean First Trust Advisors L.P.
and its successors in interest, or any successor evaluator
appointed as hereinafter provided."
H. 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."
I. Paragraph (b) of Section 2.01 shall be restated in its
entirety as follows:
(b)(1)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 (i) additional Securities, duly endorsed in blank or
accompanied by all necessary instruments of assignment and
transfer in proper form, (ii) Contract Obligations relating
to such additional Securities, accompanied by cash and/or
Letter(s) of Credit as specified in paragraph (c) of this
Section 2.01, or (iii) cash (or a Letter of Credit in lieu
of cash) with instructions to purchase additional
Securities, in an amount equal to the portion of the Unit
Value of the Units created by such deposit attributable to
the Securities to be purchased pursuant to such
instructions. Except as provided in the following
subparagraphs (2), (3) and (4) the Depositor, in each case,
shall ensure that each deposit of additional Securities
pursuant to this Section shall maintain, as nearly as
practicable, the Percentage Ratio. Each such deposit of
additional Securities shall be made pursuant to a Notice of
Deposit of Additional Securities delivered by the Depositor
to the Trustee. Instructions to purchase additional
Securities shall be in writing, and shall specify the name
of the Security, CUSIP number, if any, aggregate amount,
price or price range and date to be purchased. The Trustee
shall not accept any deposit pursuant to this Section
2.01(b) unless the Depositor and Trustee have each
determined that the maturity value of the Zero Coupon
Obligations included in the deposit, divided by the number
of Units created by reason of the deposit, shall equal
$10.00; written certifications of such determinations shall
be executed by the Depositor and Trustee and preserved in
the Trust records. The Depositor shall, at its expense,
cause independent public accountants to review the Trust's
holdings (i) at such time as the depositor determines no
further deposits shall be made pursuant to this paragraph
and (ii), if earlier, as of the 90th day following the
initial deposit, for the purpose of certifying whether the
face value of the Zero Coupon Obligations then held by the
Trust divided by the Units then outstanding equals $10.00.
When requested by the Trustee, the Depositor shall act as
broker to execute purchases in accordance with such
instructions; the Depositor shall be entitled to
compensation therefor in accordance with applicable law and
regulations. The Trustee shall have no liability for any
loss or depreciation resulting from any purchase made
pursuant to the Depositor's instructions or made by the
Depositor as broker.
(2) Additional Securities (or Contract Obligations
therefor) may, at the Depositor's discretion, be deposited
or purchased in round lots. If the amount of the deposit is
insufficient to acquire round lots of each Security to be
acquired, the additional Securities shall be deposited or
purchased in the order of the Security in the Trust most
under-represented immediately before the deposit with
respect to the Percentage Ratio.
(3) If at the time of a deposit of additional
Securities, Securities of an issue deposited on the Initial
Date of Deposit (or of an issue of Replacement Securities
acquired to replace an issue deposited on the Initial Date
of Deposit) are unavailable, cannot be purchased at
reasonable prices or their purchase is prohibited or
restricted by applicable law, regulation or policies, the
Depositor may (i) deposit, or instruct the Trustee to
purchase, in lieu thereof, another issue of Securities or
Replacement Securities or (ii) deposit cash or a letter of
credit in an amount equal to the valuation of the issue of
Securities whose acquisition is not feasible with
instructions to acquire such Securities of such issue when
they become available.
(4) Any contrary authorization in the preceding
subparagraphs (1) through (3) notwithstanding, deposits of
additional Securities made after the 90-day period
immediately following the Initial Date of Deposit (except
for deposits made to replace Failed Contract Obligations if
such deposits occur within 20 days from the date of a
failure occurring within such initial 90-day period) shall
maintain exactly the Percentage Ratio existing immediately
prior to such deposit.
(5) In connection with and at the time of any deposit
of additional Securities pursuant to this 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. For purposes of this paragraph, "Cash" means,
as to the Capital Account, cash or other property (other
than Securities) on hand in the Capital Account or
receivable and to be credited to the Capital Account as of
the date of the 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 Securities) received by the
Trust as of the date of the deposit or receivable by the
Trust in respect of a record date for a payment on a
Security which has occurred or will occur before the Trust
will be the holder of record of a Security, reduced by the
amount of any cash or other property received or receivable
on any Security allocable (in accordance with the Trustee's
calculations of distributions from the Income Account
pursuant to Section 3.05) to a distribution made or to be
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."
J. 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 for
any Letter(s) of Credit deposited with the Trustee in
connection with the deposits described in Section 2.01(a)
and (b) 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."
K. Section 3.01 of the Standard Terms and Conditions of
Trust shall be replaced in its entirety with the following:
"Section 3.01. Initial Cost. Subject to reimbursement
as hereinafter provided, the cost of organizing the Trust
and the sale of the Trust Units shall be borne by the
Depositor, provided, however, that the liability on the part
of the Depositor under this section shall not include any
fees or other expenses incurred in connection with the
administration of the Trust subsequent to the deposit
referred to in Section 2.01. At the earlier of six months
after the Initial Date of Deposit or the conclusion of the
primary offering period (as certified by the Depositor to
the Trustee), the Trustee shall withdraw from the Account or
Accounts specified in the Prospectus or, if no Account is
therein specified, from the Capital Account, and pay to the
Depositor the Depositor's reimbursable expenses of
organizing the Trust in an amount certified to the Trustee
by the Depositor. In no event shall the amount paid by the
Trustee to the Depositor for the Depositor's reimbursable
expenses of organizing the Trust exceed the estimated per
Unit amount of organization costs set forth in the
Prospectus for the Trust multiplied by the number of Units
of the Trust outstanding at the earlier of six months after
the Initial Date of Deposit or the conclusion of the primary
offering period; nor shall the Depositor be entitled to or
request reimbursement for expenses of organizing the Trust
incurred after the earlier of six months after the Initial
Date of Deposit or the conclusion of the primary offering
period. If the cash balance of the Capital Account is
insufficient to make such withdrawal, the Trustee shall, as
directed by the Depositor, sell Securities identified by the
Depositor, or distribute to the Depositor Securities having
a value, as determined under Section 4.01 as of the date of
distribution, sufficient for such reimbursement. Securities
sold or distributed to the Depositor to reimburse the
Depositor pursuant to this Section shall be sold or
distributed by the Trustee, to the extent practicable, in
the percentage ratio then existing. The reimbursement
provided for in this section shall be for the account of the
Unit holders of record at the earlier of six months after
the Initial Date of Deposit or the conclusion of the primary
offering period. Any assets deposited with the Trustee in
respect of the expenses reimbursable under this Section 3.01
shall be held and administered as assets of the Trust for
all purposes hereunder. The Depositor shall deliver to the
Trustee any cash identified in the Statement of Net Assets
of the Trust included in the Prospectus not later than the
expiration of the Delivery Period and the Depositor's
obligation to make such delivery shall be secured by the
letter of credit deposited pursuant to Section 2.01. Any
cash which the Depositor has identified as to be used for
reimbursement of expenses pursuant to this Section 3.01
shall be held by the Trustee, without interest, and reserved
for such purpose and, accordingly, prior to the earlier of
the six months after the Initial Date of Deposit or the
conclusion of the primary offering period, shall not be
subject to distribution or, unless the Depositor otherwise
directs, used for payment of redemptions in excess of the
per Unit amount payable pursuant to the next sentence. If a
Unit holder redeems Units prior to the earlier of six months
after the Initial Date of Deposit or the conclusion of the
primary offering period, the Trustee shall pay to the Unit
holder, in addition to the Redemption Value of the tendered
Units, unless otherwise directed by the Depositor, an amount
equal to the estimated per Unit cost of organizing the Trust
set forth in the Prospectus, or such lower revision thereof
most recently communicated to the Trustee by the Depositor
pursuant to Section 5.01, multiplied by the number of Units
tendered for redemption; to the extent the cash on hand in
the Trust is insufficient for such payment, the Trustee
shall have the power to sell Securities in accordance with
Section 5.02. As used herein, the Depositor's reimbursable
expenses of organizing the Trust shall include the cost of
the initial preparation and typesetting of the registration
statement, prospectuses (including preliminary
prospectuses), the indenture, and other documents relating
to the Trust, SEC and state blue sky registration fees, the
cost of the initial valuation of the portfolio and audit of
the Trust, the initial fees and expenses of the Trustee, and
legal and other out-of-pocket expenses related thereto, but
not including the expenses incurred in the printing of
preliminary prospectuses and prospectuses, expenses incurred
in the preparation and printing of brochures and other
advertising materials and any other selling expenses.
L. The second paragraph of Section 3.02 of the Standard
Terms and Conditions is hereby deleted and replaced with the
following sentence:
"Any non-cash distributions (other than a non-taxable
distribution of the shares of the distributing corporation
which shall be retained by a Trust) received by a Trust
shall be dealt with in the manner described at Section 3.12,
herein, and shall be retained or disposed of by such Trust
according to those provisions. The proceeds of any
disposition shall be credited to the Income Account of a
Trust. Neither the Trustee nor the Depositor shall be
liable or responsible in any way for depreciation or loss
incurred by reason of any such sale."
M. Section 3.05.II(a) of the Standard Terms and Conditions
of Trust is hereby amended to substitute the following sentence
for the first sentence of such paragraph:
"II. (a) On each Distribution Date, the Trustee shall
distribute to each Unit holder of record at the close of
business on the Record Date immediately preceding such
Distribution Date an amount per Unit equal to such Unit
holder's Income Distribution (as defined below), plus such
Unit holder's pro rata share of the balance of the Capital
Account (except for monies on deposit therein required to
purchase Contract Obligations) computed as of the close of
business on such Record Date after deduction of any amounts
provided in Subsection I, provided, however, that with
respect to distributions other than the distribution
occurring in the month of December of each year, the Trustee
shall not be required to make a distribution from the
Capital Account unless the amount available for distribution
shall equal $1.00 per 100 Units."
Each Trust shall provide the following distribution
elections: (1) distributions to be made by check mailed to
the post office address of the Unit holder as it appears on
the registration books of the Trustee, or (2) if provided
for in the Prospectus for a Trust, the following
reinvestment option:
The Trustee will, for any Unit holder who provides
the Trustee written instruction, properly executed and
in form satisfactory to the Trustee, received by the
Trustee no later than its close of business 10 business
days prior to a Record Date (the "Reinvestment Notice
Date"), reinvest such Unit holder's distribution from
the Income and Capital Accounts in Units of the Trust,
purchased from the Depositor, to the extent the
Depositor shall make Units available for such purchase,
at the Depositor's offering price as of the third
business day prior to the following Distribution Date,
and at such reduced sales charge as may be described in
the prospectus for the Trusts. If, for any reason, the
Depositor does not have Units of the Trust available
for purchase, the Trustee shall distribute such Unit
holder's distribution from the Income and Capital
Accounts in the manner provided in clause (1) of the
preceding paragraph. The Trustee shall be entitled to
rely on a written instruction received as of the
Reinvestment Notice Date and shall not be affected by
any subsequent notice to the contrary. The Trustee
shall have no responsibility for any loss or
depreciation resulting from any reinvestment made in
accordance with this paragraph, or for any failure to
make such reinvestment in the event the Depositor does
not make Units available for purchase.
Any Unit holder who does not effectively elect
reinvestment in Units of their respective Trust pursuant to
the preceding paragraph shall receive a cash distribution in
the manner provided in clause (1) of the second preceding
paragraph."
N. Paragraph (c) of Subsection II of Section 3.05 of the
Standard Terms and Conditions of Trust is hereby amended to read
as follows:
"On each Distribution Date the Trustee shall distribute
to each Unit holder of record at the close of business on
the Record Date immediately preceding such Distribution Date
an amount per Unit equal to such Unit holder's pro rata
share of the balance of the Capital Account (except for
monies on deposit therein required to purchase Contract
Obligations) computed as of the close of business on such
Record Date after deduction of any amounts provided in
Subsection I."
O. Section 3.05 of Article III of the Standard Terms and
Conditions of Trust is hereby amended by deleting Section
3.05.I.(d) and replacing Section 3.05.I.(b) with the following:
"Section 3.05.I.(b) deduct from the Income Account or,
to the extent funds are not available in such Account, from
the Capital Account and pay to First Trust Advisors L.P. the
amount that it is entitled to receive pursuant to Section
4.03."
P. Section 3.07 of the Standard Terms and Conditions of
Trust is amended to delete the word "and" at the end of Section
3.07(f) and replace Section 3.07(g) with the following:
"(g) that such sale is required due to Units tendered for
redemption;
(h) that the sale of Securities is necessary or advisable
in order to maintain the qualification of the Trust as a
"regulated investment company" in the case of a Trust which has
elected to qualify as such; and
(i) that there has been a public tender offer made for a
Security or a merger or acquisition is announced affecting a
Security, and that in the opinion of the Sponsor the sale or
tender of the Security is in the best interest of the Unit
holders."
Q. Section 3.12 of the Standard Terms and Conditions of
Trust is hereby deleted in its entirety and replaced with the
following language:
"Section 3.12. Notice to Depositor. In the event that the
Trustee shall have been notified at any time of any action to be
taken or proposed to be taken by at least a legally required
number of holders of any Zero Coupon Obligation, if any,
(including but not limited to the making of any demand,
direction, request, giving of any notice, consent or waiver or
the voting with respect to any amendment or supplement to any
indenture, resolution, agreement or other instrument under or
pursuant to which the Zero Coupon Obligations, if any, have been
issued) the Trustee shall promptly notify the Depositor and shall
thereupon take such action or refrain from taking any action as
the Depositor shall in writing direct; provided, however, that if
the Depositor shall not within five Business Days of the giving
of such notice to the Depositor direct the Trustee to take or
refrain from taking any action, the Trustee shall take such
action as it, in its sole discretion, shall deem advisable.
In the event that the Trustee shall have been notified at
any time of any action to be taken or proposed to be taken by at
least a legally required number of holders of any Equity
Securities deposited in a Trust, the Trustee shall take such
action or omit from taking any action, as appropriate, so as to
insure that the Equity Securities are voted as closely as
possible in the same manner and the same general proportion as
are the Equity Securities held by owners other than the Trust.
In the event that an offer by the issuer of any of the
Securities or any other party shall be made to issue new
securities, or to exchange securities, for Trust Securities, the
Trustee shall reject such offer. However, should any exchange or
substitution be effected notwithstanding such rejection or
without an initial offer, any Securities, cash and/or property
received in exchange shall be deposited hereunder and shall be
promptly sold, if securities or property, by the Trustee pursuant
to the Depositor's direction, unless the Depositor advises the
Trustee to keep such securities or property. The Depositor may
rely on the Portfolio Supervisor in so advising the Trustee. The
cash received in such exchange and cash proceeds of any such
sales shall be distributed to Unit holders on the next
distribution date in the manner set forth in Section 3.05
regarding distributions from the Capital Account. The Trustee
shall not be liable or responsible in any way for depreciation or
loss incurred by reason of any such sale.
Neither the Depositor nor the Trustee shall be liable to any
person for any action or failure to take action pursuant to the
terms of this Section 3.12 other than failure to notify the
Depositor.
Whenever new securities or property is received and retained
by the Trust pursuant to this Section 3.12, the Trustee shall,
within 5 days thereafter, mail to all Unit holders of the Trust
notices of such acquisition unless legal counsel for the Trust
determines that such notice is not required by The Investment
Company Act of 1940, as amended."
R. Section 3.14 of the Standard Terms and Conditions of
Trust shall be deleted and any reference thereto shall be
inapplicable.
S. Section 3.15 of the Standard Terms and Conditions of
Trust shall be deleted and any reference thereto shall be
inapplicable.
T. Article III of the Standard Terms and Conditions of
Trust is hereby amended by inserting the following paragraph
which shall be entitled Section 3.16:
"Section 3.16. Deferred Sales Charge. If the
prospectus related to the Trust specifies a deferred sales
charge, the Trustee shall, on the dates specified in and as
permitted by such Prospectus (the "Deferred Sales Charge
Payment Dates"), withdraw from the Capital Account, an
amount per Unit specified in such Prospectus and credit such
amount to a special non-Trust account designated by the
Depositor out of which the deferred sales charge will be
distributed to or on the order of the Depositor on such
Deferred Sales Charge Payment Dates (the "Deferred Sales
Charge Account"). If the balance in the Capital Account is
insufficient to make such withdrawal, the Trustee shall, as
directed by the Depositor, advance funds in an amount
required to fund the proposed withdrawal and be entitled to
reimbursement of such advance upon the deposit of additional
monies in the Capital Account, and/or sell Securities and
credit the proceeds thereof to the Deferred Sales Charge
Account, provided, however, that the aggregate amount
advanced by the Trustee at any time for payment of the
deferred sales charge shall not exceed $15,000 and also
provided that Zero Coupon Obligations may not be sold to pay
for amounts payable pursuant to this Section 3.17. Such
direction shall, if the Trustee is directed to sell a
Security, identify the Security to be sold and include
instructions as to the execution of such sale. In the
absence of such direction by the Depositor, the Trustee
shall sell Securities sufficient to pay the deferred sales
charge (and any unreimbursed advance then outstanding) in
full, and shall select Securities to be sold in such manner
as will maintain (to the extent practicable) the relative
proportion of number of shares of each Security then held.
The proceeds of such sales, less any amounts paid to the
Trustee in reimbursement of its advances, shall be credited
to the Deferred Sales Charge Account. If a Unit holder
redeems Units prior to full payment of the deferred sales
charge, the Trustee shall, if so provided in the related
Prospectus, on the Redemption Date, withhold from the
Redemption Price payable to such Unit holder an amount equal
to the unpaid portion of the deferred sales charge and
distribute such amount to the Deferred Sales Charge Account.
If the Trust is terminated for reasons other than that set
forth in Section 6.01(g), the Trustee shall, if so provided
in the related Prospectus, on the termination of the Trust,
withhold from the proceeds payable to Unit holders an amount
equal to the unpaid portion of the deferred sales charge and
distribute such amount to the Deferred Sales Charge Account.
If the Trust is terminated pursuant to Section 6.01(g), the
Trustee shall not withhold from the proceeds payable to Unit
holders any amounts of unpaid deferred sales charges. If
pursuant to Section 5.02 hereof, the Depositor shall
purchase a Unit tendered for redemption prior to the payment
in full of the deferred sales charge due on the tendered
Unit, the Depositor shall pay to the Unit holder the amount
specified under Section 5.02 less the unpaid portion of the
deferred sales charge. All advances made by the Trustee
pursuant to this Section shall be secured by a lien on the
Trust prior to the interest of the Unit holders."
U. The following Section 3.17 shall be added:
"Section 3.17. Creation and Development Fee. If the
Prospectus related to the Trust specifies a creation and
development fee, the Trustee shall, at the conclusion of the
primary offering period for a Trust, as certified by the
Depositor to the Trustee withdraw from the Capital Account, an
amount equal to the entire creation and development fee and
credit such amount to a special non-Trust account designated by
the Depositor out of which the creation and development fee will
be distributed to the Depositor (the "Creation and Development
Account"). The payment provided for in this section shall be for
the account of Unit holders of record at the conclusion of the
primary offering period and sahll have no effect on the net asset
value of Trust Units prior to such date. If the balance in the
Capital Account is insufficient to make such withdrawal, the
Trustee shall, as directed by the Depositor, advance funds in an
amount required to fund the proposed withdrawal and be entitled
to reimbursement of such advance upon the deposit of additional
monies in the Capital Account, and/or sell Securities and credit
the proceeds thereof to the Creation and Development Account,
provided, however, that the aggregate amount advanced by the
Trustee at any time for payment of the creation and development
fee shall not exceed $15,000. Such direction shall, if the
Trustee is directed to sell a Security, identify the Security to
be sold and include instructions as to the execution of such
sale. In the absence of such direction by the Depositor, the
Trustee shall sell Securities sufficient to pay the creation and
development fee (and any unreimbursed advance then outstanding)
in full, and shall select Securities to be sold in such manner as
will maintain (to the extent practicable) the relative proportion
of number of shares of each Security then held. The proceeds of
such sales, less any amounts paid to the Trustee in reimbursement
of its advances, shall be credited to the Creation and
Development Account. If the Trust is terminated pursuant to
Section 6.01(g), the Depositor agrees to reimburse Unitholders
for any amounts of the Creation and Development Fee collected by
the Depositor to which it is not entitled. All advances made by
the Trustee pursuant to this Section shall be secured by a lien
on the Trust prior to the interest of Unit holders. The
Depositor agrees to reimburse the Trust and any Unit holder any
amount of Creation and Development Fee it receives which exceeds
the amount which the Depositor may receive under applicable laws,
regulations and rules."
Chapter 1 Article IV of the Standard Terms and Conditions of
Trust is hereby replaced with the following:
"ARTICLE IV
Evaluation of Securities; Compensation for Evaluation; Portfolio
Supervision and Bookkeeping and Administrative Services;
Succession
Section 4.01. Evaluation of Securities (a) First
Trust Advisors L.P., acting in its capacity as Evaluator, shall
determine separately, shall promptly furnish to the Trustee, and
shall furnish to the Depositor upon request, the value of each
issue of Securities (including Contract Obligations) (the
"Evaluation") as of the close of trading on the New York Stock
Exchange (generally 4:00 p.m. Eastern time) (the "Evaluation
Time") (i) on each Business Day during the period in which the
Units are being offered for sale to the public and (ii) on any
other day on which a Trust Fund Evaluation is to be made pursuant
to Section 5.01 or which is requested by the Depositor or the
Trustee. As part of the Trust Evaluation, the Evaluator shall
determine separately and promptly furnish to the Trustee, and to
the Depositor upon request, the Evaluation of each issue of
Securities initially deposited in the Trust on the Initial Date
of Deposit. The Evaluator's determination of the offering prices
of the Securities on the Initial Date of Deposit shall be
included in Schedule A attached to the Trust Agreement.
(b) During the initial offering period, namely, from
the date of effectiveness of the Registration Statement under the
Securities Act of 1933 relating to the Units to and including the
day which is designated in writing by the Depositor to the
Trustee and Evaluator as the conclusion of such period, such
Evaluation shall be made in the following manner: if the
Securities are listed on a national or foreign securities
exchange or The Nasdaq Stock Market, such Evaluation shall
generally be based on the closing sale price on the exchange or
system which is the principal market therefor, which shall be
deemed to be the New York Stock Exchange if the Securities are
listed thereon (unless the Evaluator deems such price
inappropriate as a basis for evaluation), or if there is no
closing sale price on such exchange or system, at the closing ask
prices of the Equity Securities. If the Securities are not so
listed or, if so listed and the principal market therefor is
other than on an exchange or there is no closing sale price on
such exchange, such Evaluation shall generally be based on the
following methods or any combination thereof whichever the
Evaluator deems appropriate: (a) in the case of Equity
Securities, on the basis of the current ask price on the over-the-
counter market (unless the Evaluator deems such price
inappropriate as a basis for evaluation), (b) on the basis of
current offering prices for the Zero Coupon Obligations as
obtained from investment dealers or brokers who customarily deal
in securities comparable to those held by the Trust and, (c) if
offering prices are not available for the Zero Coupon Obligations
or the Equity Securities, on the basis of offering or ask price
for comparable securities, (d) by determining the valuation of
the Zero Coupon Obligations or the Equity Securities on the
offering or ask side of the market by appraisal, or (e) by any
combination of the above. If such prices are in a currency other
than U.S. dollars, the Evaluation of such Security shall be
converted to U.S. dollars based on current offering side exchange
rates, unless the Security is in the form of an American
Depositary Share or Receipt, in which case the Evaluations shall
be based upon the U.S. dollar prices in the market for American
Depositary Shares or Receipts (unless the Evaluator deems such
prices inappropriate as a basis for evaluation). As used herein,
the closing sale price is deemed to mean the most recent closing
sale price on the relevant securities exchange immediately prior
to the Evaluation Time. For each Evaluation, the Evaluator shall
also confirm and furnish to the Trustee and the Depositor, on the
basis of the information furnished to the Evaluator by the
Trustee as to the value of all Trust assets other than
Securities, the calculation of the Trust Fund Evaluation to be
computed pursuant to Section 5.01. For the purposes of the
foregoing, the Evaluator may obtain current prices for the
Securities from investment dealers or brokers (including the
Depositor) that customarily deal in similar securities.
(c) After the initial offering period and both during
and after the initial offering period, for purposes of the Trust
Fund Evaluations required by Section 5.01 in determining
Redemption Value and Unit Value, Evaluation of the Securities
shall be made in the manner described in Section 4.01(b), on the
basis of current bid prices for Zero Coupon Obligations (if any),
the bid side value of the relevant currency exchange rate
expressed in U.S. dollars and, except in those cases in which the
Securities are listed on a national or foreign securities
exchange or The Nasdaq Stock Market and the closing sale prices
are utilized, on the basis of the current bid prices of the
Equity Securities. In addition, the Evaluator shall reduce the
Evaluation of each Security by the amount of any liquidation
costs (other than brokerage costs incurred on any national
securities exchange) and any capital gains or other taxes which
would be incurred by the Trust upon the sale of such Security,
such taxes being computed as if the Security were sold on the
date of the Evaluation.
Section 4.02. Information for Unit Holders. For the
purpose of permitting Unit holders to satisfy any reporting
requirements of applicable federal or state tax law, First Trust
Advisors L.P., acting in its capacity as Evaluator, shall make
available to the Trustee and the Trustee shall transmit to any
Unit holder upon request any determinations made by it pursuant
to Section 4.01.
Section 4.03. Compensation for Services Provided. As
compensation for providing portfolio supervisory services in its
capacity as Portfolio Supervisor, evaluation services in its
capacity as Evaluator, and for providing bookkeeping and other
administrative services to the Trust 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 provided hereunder by the Trustee,
First Trust Advisors L.P. shall receive, in arrears, against a
statement or statements therefor 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 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
First Trust Advisors L.P. 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 for such services rendered
to unit investment trusts of which the Depositor is the sponsor
in any calendar year exceed the aggregate cost to First Trust
Advisors L.P. of supplying such services in such year. 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 an invoice therefor from First Trust
Advisors L.P., which shall constitute the representation by First
Trust Advisors L.P. that the bookkeeping and administrative
services for which compensation is claimed are properly
compensable hereunder and that the aggregate cost incurred by
First Trust Advisors L.P. of providing portfolio supervisory,
evaluation and bookkeeping and administrative services 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.
If the cash balance in the Income and Capital Accounts shall
be insufficient to provide for amounts payable pursuant to this
Section 4.03, 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 4.03.
Any moneys payable to First Trust Advisors L.P. pursuant to
this Section 4.03 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 herein.
Section 4.04. Liability of the Evaluator. The Trustee, the
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, the Depositor or the Unit holders for
errors in judgment; 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.
Section 4.05. Resignation and Removal of Portfolio
Supervisor and/or Evaluator and/or provider of bookkeeping
services described in Section 4.03; Successor. (a) First Trust
Advisors L.P. and any successor appointed as hereafter provided,
in its capacity as Evaluator and/or Portfolio Supervisor and/or
provider of bookkeeping services described in Section 4.03, may
resign and be discharged hereunder by executing an instrument of
resignation in writing and filing the same with the Depositor and
the Trustee, not less than 60 days before the date specified in
such instrument when, subject to Section 4.05(e), such
resignation is to take effect. Upon receiving such notice of
resignation, the Depositor and the Trustee shall use their best
efforts to appoint a successor to act in the capacity as to which
the resignation applies, such successor to have qualifications
and to be compensated at a rate of compensation satisfactory to
the Depositor and the Trustee. Such appointment shall be made by
written instrument executed by the Depositor and the Trustee, in
duplicate, one copy of which shall be delivered to the resigning
party and one copy to the successor. The Depositor or the
Trustee may remove the Evaluator and/or Portfolio Supervisor
and/or party performing bookkeeping and administrative services
at any time upon 30 days' written notice and appoint a successor
to act in the capacity to which the removed applies, such
successor to have qualifications and to be compensated at a rate
of compensation satisfactory to the Depositor and the Trustee,
provided, however, that so long as First Trust Portfolios, L.P.
is acting as Depositor, the Trustee shall have no power to remove
any affiliate of the Depositor who may be acting in any such
capacity or capacities. Such appointment shall be made by
written instrument executed by the Depositor and the Trustee, in
duplicate, one copy of which shall be delivered to the party
removed and one copy to its successor. Notice of such
resignation or removal and appointment of a successor shall be
mailed by the Trustee to each Unit holder then of record.
(b) Any successor evaluator and/or successor portfolio
supervisor and/or provider of bookkeeping and administrative
services described in Section 4.03, as appropriate, appointed
hereunder, shall execute, acknowledge and deliver to the
Depositor and the Trustee an instrument accepting such
appointment hereunder, and such successor without any further
act, deed or conveyance shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder with
like effect as if originally named herein and shall be bound by
all the terms and conditions of this Indenture.
(c) In case at any time the Evaluator and/or Portfolio
Supervisor and/or provider of bookkeeping and administrative
services described in Section 4.03 shall resign and no successor
shall have been appointed and have accepted appointment within 30
days after notice of resignation has been received by the
Depositor and the Trustee, the resigning party may forthwith
apply to a court of competent jurisdiction for the appointment of
a successor. Such court may thereupon after such notice, if any,
as it may deem proper and prescribe, appoint a successor.
(d) Any corporation into which the Evaluator and/or
Portfolio Supervisor and/or provider of bookkeeping and
administrative services described in Section 4.03 hereunder may
be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which
the Evaluator and/or Portfolio Supervisor and/or provider of
bookkeeping and administrative services described in Section 4.03
hereunder shall be a party, shall be the successor under this
Indenture without the execution or filing of any paper,
instrument or further act to be done on the part of the parties
hereto, notwithstanding anything to the contrary contained herein
or in any agreement relating to such merger or consolidation by
which the Evaluator and/or Portfolio Supervisor and/or provider
of bookkeeping and administrative services described in Section
4.03 may seek to retain certain powers, rights and privileges for
any period of time following such merger or consolidation.
(e) Any resignation or removal of the Evaluator and/or
Portfolio Supervisor and/or provider of bookkeeping and
administrative services described in Section 4.03 shall become
effective upon acceptance of appointment by the successor as
provided in subsection (b) hereof."
W. Section 5.01 of the Standard Terms and Conditions of
Trust shall be amended as follows:
(i) The second sentence of the first paragraph of Section
5.01 shall be amended by deleting the phrase "and (iii)" and
adding the following "(iii) amounts representing unpaid accrued
organization costs, (iv) if the Prospectus for a Trust provides
that the creation and development fee, if any, accrue on a daily
basis, amounts representing unpaid accrued creation and
development fees, (v)"; and
(ii) The following text shall immediately precede the last
sentence of the first paragraph of Section 5.01:
"Prior to the payment to the Depositor of its
reimbursable organization costs to be made at the
conclusion of the Organization Expense Period in
accordance with Section 3.01, for purposes of
determining the Trust Fund Evaluation under this
Section 5.01, the Trustee shall rely upon the amounts
representing unpaid accrued organization costs in the
estimated amount per Unit set forth in the Prospectus
until such time as the Depositor notifies the Trustee
in writing of a revised estimated amount per Unit
representing unpaid accrued organization costs. Upon
receipt of such notice, the Trustee shall use this
revised estimated amount per Unit representing unpaid
accrued organization costs in determining the Trust
Fund Evaluation but such revision of the estimated
expenses shall not effect calculations made prior
thereto and no adjustment shall be made in respect
thereof."
X. Section 5.01 of the Standard Terms and Conditions of
Trust shall be amended by inserting the following paragraph
immediately after the second paragraph of such section:
"The Depositor is authorized to obtain from The NASDAQ Stock
Market, Inc. ("NASDAQ") Mutual Fund Quotation Service ("MFQS") a
unit investment trust ticker symbol for a Trust and to contract
with NASDAQ for the dissemination of the Trust Fund Evaluation
computed by the Trustee pursuant to Section 5.01 of the Standard
Terms and Conditions of Trust through the MFQS, provided,
however, that no such contract shall affect the Trustee's duties
or liabilities without its prior consent. When and as directed
by the Depositor, the Trustee shall cause the Trust Fund
Evaluation to be communicated to MFQS for such purpose. The
Depositor and Trustee shall be reimbursed from the respective
Trust for any cost or expense incurred in connection with the
obtaining of the ticker symbol and the communication to MFQS and
its dissemination of the Trust Fund Evaluation. Neither the
Depositor nor the Trustee shall be liable for any error, omission
or other action of NASDAQ in connection with the dissemination of
the Trust Fund Evaluation, and the Depositor and the Trustee
shall be indemnified by the respective Trust and held harmless
against any loss, liability, claim or expense resulting from any
error, omission or other action of NASDAQ. In no event shall the
Trustee be liable to any person for special, indirect, or
consequential damages of any kind whatsoever resulting from or in
connection with the dissemination of the Trust Fund Evaluation
through MFQS whether or not the Trustee has been advised as to
the possibility of such damages and regardless of the form of
action in which any such claim for damages may be made."
Y. The second paragraph of Section 5.02 of the Standard
Terms and Conditions of Trust is amended by substituting the
following sentence for the third sentence of the second paragraph
of such Section:
"If such available fund shall be insufficient, the
Trustee shall sell such Securities as have been
designated on the current list for such purpose by the
Portfolio Supervisor, as hereinafter in this Section
5.02 provided, in amounts as the Trustee in its
discretion shall deem advisable or necessary in order
to fund the Principal Account for purposes of such
redemption, provided however, that Zero Coupon
Obligations may not be sold unless the Depositor and
Trustee, which may rely on the advice of the Portfolio
Supervisor, have determined that the face value of the
Zero Coupon Obligations remaining after such proposed
sale, divided by the number of Units outstanding after
the tendered Units are redeemed, shall equal or exceed
$10.00; a written certification as to such
determination shall be executed by the Depositor and
Trustee and preserved in the Trust records."
Z. Section 5.02 of the Standard Terms and Conditions of
Trust is amended by adding the following after the second
paragraph of such section:
"Notwithstanding anything herein to the contrary, in
the event that any tender of Units pursuant to this Section
5.02 would result in the disposition by the Trustee of less
than a whole Security, the Trustee shall distribute cash in
lieu thereof and sell such Securities as directed by the
Sponsors as required to make such cash available.
Subject to the restrictions set forth in the
prospectus, Unit holders may redeem 2,500 Units or more of a
Trust and request a distribution in kind of (i) such Unit
holder's pro rata portion of each of the Equity Securities
in such Trust, in whole shares, and (ii) cash equal to such
Unit holder's pro rata portion of the Income and Capital
Accounts as follows: (x) a pro rata portion of the net
proceeds of sale of the Equity Securities representing any
fractional shares included in such Unit holder's pro rata
share of the Securities, (y) a pro rata portion of the net
proceeds of sale of the Zero Coupon Obligations in such Unit
holder's pro rata share of the Securities, and (z) such
other cash as may properly be included in such Unit holder's
pro rata share of the sum of the cash balances of the Income
and Principal Accounts in an amount equal to the Unit Value
determined on the basis of a Trust Fund Evaluation made in
accordance with Section 5.01 determined by the Trustee on
the date of tender less amounts determined in clauses (i)
and (ii)(x) of this Section. Subject to Section 5.05 with
respect to Rollover Unit holders, if applicable, to the
extent possible, distributions of Securities pursuant to an
in kind redemption of Units shall be made by the Trustee
through the distribution of each of the Securities in book-
entry form to the account of the Unit holder's bank or
broker-dealer at the Depository Trust Company. Any
distribution in kind will be reduced by customary transfer
and registration charges."
AA. The last sentence of the first paragraph of Section
5.02 of the Standard Terms and Conditions of Trust is amended by
substituting "4:00 p.m. Eastern time" for "12:00 p.m in the City
of New York."
BB. The third sentence of the seventh paragraph of Section
5.02 of the Standard Terms and Conditions of Trust is amended by
deleting "a certification from the independent public accountants
to the effect described in the second paragraph of this Section
5.02" and in its place inserting "a certification from the
Depositor and Trustee to the effect described in the second
paragraph of this Section 5.02."
CC. The third paragraph of Section 6.02 of the Standard
Terms and Conditions of Trust shall be deleted in its entirety
and replaced with the following:
"If provided for in the Prospectus for a Trust, the Trustee
shall pay, or reimburse to the Depositor, the expenses related to
the updating of the Trust's registration statement, to the extent
of legal fees, typesetting fees, electronic filing expenses and
regulatory filing fees. Such expenses shall be paid from the
Income Account, or to the extent funds are not available in such
Account, from the Capital Account, against an invoice or invoices
therefor presented to the Trustee by the Depositor. By
presenting such invoice or invoices, the Depositor shall be
deemed to certify, upon which certification the Trustee is
authorized conclusively to rely, that the amounts claimed therein
are properly payable pursuant to this paragraph. The Depositor
shall provide the Trustee, from time to time as requested, an
estimate of the amount of such expenses, which the Trustee shall
use for the purpose of estimating the accrual of Trust expenses.
The amount paid by the Trust pursuant to this paragraph in each
year shall be separately identified in the annual statement
provided to Unit holders. The Depositor shall assure that the
Prospectus for the Trust contains such disclosure as shall be
necessary to permit payment by the Trust of the expenses
contemplated by this paragraph under applicable laws and
regulations.
The provisions of this paragraph shall not limit the
authority of the Trustee to pay, or reimburse to the Depositor or
others, such other or additional expenses as may be determined to
be payable from the Trust as provided in Section 6.02 of the
Standard Terms and Conditions of Trust."
DD. The third sentence of paragraph (a) of Section 6.05 of
the Standard Terms and Conditions of Trust shall be replaced in
its entirety by the following:
"The Depositor may remove the Trustee at any time with or
without cause and appoint a successor Trustee by written
instrument or instruments delivered not less than sixty days
prior to the effective date of such removal and appointment to
the Trustee so removed and to the successor Trustee."
EE. Section 8.02 of the Standard Terms and Conditions of
Trust shall be amended as follows:
(i) The fourth sentence of the second paragraph shall
be deleted and replaced with the following:
"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 ten business days prior to the Mandatory
Termination Date."
(ii) The first sentence of the fourth paragraph shall
be deleted and replaced with the following:
"Commencing no earlier than the business day following
that date on which Unit holders must submit to the Trustee
notice of their request to receive an in-kind distribution
of Securities at termination, the Trustee will liquidate the
Securities not segregated for in-kind distributions during
such period and in such daily amounts as the Depositor shall
direct."
FF. Section 1.01(11) shall be amended to read as follows:
"Equity Securities" shall mean shares of Common Stock
deposited in the Trust."
IN WITNESS WHEREOF, First Trust Portfolios, L.P., JPMorgan
Chase Bank 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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Senior Vice President
JPMorgan Chase Bank, Trustee
By ▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
[SEAL]
ATTEST:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Assistant Vice President
FIRST TRUST ADVISORS L.P.,
Evaluator
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Senior Vice President
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Senior Vice President
SCHEDULE A TO TRUST AGREEMENT
Securities Initially Deposited
FT 800
(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.)
