FT 647
TRUST AGREEMENT
Dated: June 11, 2002
This Trust Agreement among Nike Securities L.P., as
Depositor, JPMorgan Chase Bank, as Trustee, Securities Evaluation
Service, Inc., as Evaluator, and First Trust Advisors L.P., as
Portfolio Supervisor, sets forth certain provisions in full and
incorporates other provisions by reference to the document
entitled "Standard Terms and Conditions of Trust for The First
Trust Special Situations Trust, Series 24" effective January 23,
1992 (herein called the "Standard Terms and Conditions of
Trust"), and such provisions as are set forth in full and such
provisions as are incorporated by reference constitute a single
instrument. All references herein to Articles and Sections are
to Articles and Sections of the Standard Terms and Conditions of
Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual
agreements herein contained, the Depositor, the Trustee, the
Evaluator and Portfolio Supervisor agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the Provisions of Parts II and III hereof, all
the provisions contained in the Standard Terms and Conditions of
Trust are herein incorporated by reference in their entirety and
shall be deemed to be a part of this instrument as fully and to
the same extent as though said provisions had been set forth in
full in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
FOR FIRST TRUST U.S. TREASURY SECURITIES PORTFOLIO,
INTERMEDIATE, SERIES 11
The following special terms and conditions are hereby agreed
to:
A. The Bonds defined in Section 1.01(5) listed in
Schedule A hereto have been deposited in trust under this
Trust Agreement.
B. The fractional undivided interest in and ownership
of the Trust Fund represented by each Unit for a Trust is the
amount set in the "Summary of Essential Information" in the
Prospectus.
C. The number of units in a Trust referred to in
Section 2.03 is set forth in the "Summary of Essential
Information" in the Prospectus.
D. For each Trust the First General Record Date and
the amount of the second distribution of funds from the
Interest Account shall be the record date for the Initial
Distribution per Unit and the amount set forth in the
"Summary of Essential Information" in the Prospectus.
Nothwithstanding anything to the contrary in the Standard
Terms and Conditions of Trust, the First General Record Date
and all subsequent monthly Record Dates shall be on the
fifteenth day of the month.
E. For each Trust the "First Settlement Date" is the
date set forth in the "Summary of Essential Information" in
the Prospectus.
F. The term "Bonds" as set forth in the Standard
Terms and Conditions of Trust shall be replaced with the term
"Securities."
G. The definition of "Bonds" contained in Section
1.01(5) of the Standard Terms and Conditions of Trust shall
be amended by inserting the following after "(the "Corporate
Bonds")" appearing in the first sentence thereof:
",zero coupon bonds (the "Zero Coupon Bonds")".
H. First Trust Advisors L.P.'s compensation as
referred to in Section 3.15 of the Standard Terms and
Conditions of Trust shall be an annual fee in the amount of
$.0024 per Unit.
I. The Evaluator's evaluation fee as set forth in
Section 4.03 of the Standard Terms and Conditions of Trust is
hereby amended from $20.00 per evaluation to $.0030 per unit.
J. Notwithstanding anything to the contrary in
Section 6.04 of the Standard Terms and Conditions of Trust,
the Trustee's Compensation Rate shall be an annual fee in the
amount of $.0144 per Unit, calculated based on the largest
number of Units outstanding during the calendar year except
during the initial offering period as determined by Section
4.01 of this Indenture, in which case the fee is calculated
based on the largest number of Units outstanding during the
period for which the compensation is paid (such annual fee to
be pro rated for any calendar year in which the Trustee
provides services during less than the whole of such year).
K. The Initial Date of Deposit for the Trust is June
11, 2002.
PART III
A. Nothwithstanding 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 647.
B. Notwithstanding any provision to the contrary contained
in the Standard Terms and Conditions of Trust and in lieu of the
receipt of Certificates evidencing ownership of Units of the
Fund, the Sponsor, at its option, may elect that Units of the
Fund owned by it be reflected by book entry on the books and
records of the Trustee. For all purposes the Sponsor shall be
deemed the owner of such Units as if a Certificate evidencing
ownership of Units of the Fund had actually been issued by the
Trustee. The Units reflected by book entry on the books and
records of the Trustee may be transferable by the registered
owner of such Units by written instrument in form satisfactory to
the Trustee. The registered owner of Units reflected by book
entry on the books and records of the Trustee shall have the
right at any time to obtain Certificates evidencing ownership of
such Units.
C. 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.
D. Section 1.01(3) shall be amended to read as follows:
"(3) "Evaluator" shall mean Securities Evaluation Service,
Inc. and its successors in interest, or any successor evaluator
appointed as hereinafter provided."
E. 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."
F. Section 1.01(12), Section 1.01(13) and Section 2.05 of
the Standard Terms and conditions of Trust are hereby deleted in
their entirety.
G. The sixth paragraph of Section 5.02 of the Standard
Terms and conditions of Trust is hereby amended by deleting the
third and fourth sentences thereof.
H. All reference in the Standard Terms and conditions of
Trust to the "Insurer", "Insurance" or "Insurance" are hereby
deleted.
I. Section 2.01. of Article II of the Standard Terms and
Conditions of Trust is hereby amended by inserting "(a)" prior to
the beginning of the text of the paragraph and adding the
following additional paragraphs:
"(b) From time to time following the Initial Date of
Deposit, the Depositor is hereby authorized, in its discretion,
to assign, convey to and deposit with the Trustee additional
Bonds, in bearer form or duly endorsed in blank or accompanied by
all necessary instruments of assignment and transfer in proper
form (or Contract Obligations relating to such Bonds), to be
held, managed and applied by the Trustee as herein provided.
Such deposit of additional Bonds shall be made, in each case,
pursuant to a Notice of Deposit of Additional Bonds from the
Depositor to the Trustee. The Depositor, in each case, shall
ensure that each deposit of additional Bonds pursuant to this
Section shall be, as nearly as is practicable, in the identical
ratio as the Percentage Ratio for such Bonds as is specified in
the Prospectus for the Trust and the Depositor shall ensure that
such Bonds are identical to those deposited on the Initial Date
of Deposit. The Depositor shall deliver the additional Bonds
which were not delivered concurrently with the deposit of
additional Bonds and which were represented by Contract
Obligations within 10 calendar days after such deposit of
additional Bonds (the "Additional Bonds Delivery Period"). If a
contract to buy such Bonds between the Depositor and seller is
terminated by the seller thereof for any reason beyond the
control of the Depositor or if for any other reason the Bonds are
not delivered to the Trust by the end of the Additional Bonds
Delivery Period for such deposit, the Trustee shall immediately
draw on the Letter of Credit, if any, in its entirety, apply the
monies in accordance with Section 2.01(d), and the Depositor
shall forthwith take the remedial action specified in
Section 3.14. If the Depositor does not take the action
specified in Section 3.14 within 10 calendar days of the end of
the Additional Bonds Delivery Period, the Trustee shall forthwith
take the action specified in Section 3.14.
Any contrary authorization in the preceding paragraph
notwithstanding, deposits of additional Bonds 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.
(c) In connection with the deposits described in
Section 2.01 (a) and (b), the Depositor has, in the case of
Section 2.01(a) deposits, and, prior to the Trustee accepting a
Section 2.01(b) deposit, will, deposit cash and/or Letter(s) of
Credit in an amount sufficient to purchase the Contract
Obligations (the "Purchase Amount") relating to Bonds which are
not actually delivered to the Trustee at the time of such
deposit, the terms of which unconditionally allow the Trustee to
draw on the full amount of the available Letter of Credit
allocable to the Trust. The Trustee may allow the Depositor to
substitute any Letter(s) of Credit deposited with the Trustee in
connection with the deposits described in Section 2.01(a) and (b)
with cash in an amount sufficient to satisfy the obligations to
which the Letter(s) of Credit relates. Any substituted Letter(s)
of credit shall be released by the Trustee. The Trustee may
deposit such cash or cash drawn on the Letter of Credit in a non-
interest bearing account for the Trust.
(d) In the event that the purchase of Contract Obligations
pursuant to any contract shall not be consummated in accordance
with said contract or if the Bonds represented by Contract
Obligations are not delivered to the Trust in accordance with
Section 2.01(a) or 2.01(b) and the monies, or, if applicable, the
monies drawn on the Letter of Credit, deposited by the Depositor
are not utilized for Section 3.14 purchases of New Bonds, such
funds, to the extent of the purchase price of Failed Contract
Obligations for which no Replacement Bond was acquired pursuant
to Section 3.14, plus all amounts described in the next
succeeding two sentences, shall be credited to the Principal
Account and distributed pursuant to Section 3.05 to Unit holders
of record as of the Record Date next following the failure of
consummation of such purchase. The Depositor shall cause to be
refunded to each Unit holder his pro rata portion of the sales
charge levied on the sale of Units to such Unit holder
attributable to such Failed Contract Obligation. The Depositor
shall also pay to the Trustee, for distribution to the Unit
holders, interest on the amount of the purchase price to the
Trust of the Failed Contract Obligation, at the rate of 5% per
annum to the date the Depositor notifies the Trustee that no
Replacement Bond will be purchased or, in the absence of such
notification, to the expiration date for purchase of a
Replacement Security specified in Section 3.14. Any amounts
remaining from monies drawn on the Letter of Credit which are not
used to purchase New Bonds or are not used to provide refunds to
Unit holders shall be paid to the Depositor.
(e) The Trustee is hereby irrevocably authorized to effect
registration or transfer of the Bonds in fully registered form to
the name of the Trustee or to the name of its nominee.
(f) In connection with and at the time of any deposit of
additional bonds pursuant to Section 2.01(b), the Depositor shall
exactly replicate Cash (as defined below) received or receivable
by the Trust as of the date of such deposit. For purposes of
this paragraph, "Cash" means, as to the Principal Account, cash
or other property (other than Bonds) on hand in the Principal
Account or receivable and to be credited to the Principal 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 Bonds) received by the Trust as of the date
of the deposit or receivable by the Trust in respect of
distributions declared but not received as of the date of the
deposit, reduced by the amount of any cash or other property
received or receivable on any Bond allocable (in accordance with
the Trustee's calculation of the monthly distribution from the
Income Account pursuant to Section 3.05) to a distribution made
or to 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. 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 Principal 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 Principal
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 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 late 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 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 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 payments, 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."
K. Section 3.03 of the Standard Terms and Conditions of
Trust shall be deleted in its entirety and replaced with the
following:
"Section 3.05. Distribution. The Trustee, as of the "First
Settlement Date" as defined in Part II of the Trust Agreement,
shall advance from its own funds and shall pay to the Depositor
the amount of interest received or accrued to such date on the
Bonds deposited in the respective Trusts. The Trustee, as of the
"First Settlement Date" as defined in Part II of the Trust
Agreement, shall also advance to the Trust from its own funds and
distribute to the Depositor the amount specified in Part II of
the Trust Agreement, which is the amount by which the Trustee's
fee is reduced in respect of interest accrued on "when-issued"
Bonds and on Contract Bonds delivered to the Trustee subsequent
to the First Settlement Date pursuant to Section 6.04. The
Trustee shall be entitled to reimbursement, without interest, for
such advancements from interest received by the respective
Trusts. Subsequent distributions shall be made as hereinafter
provided.
The second distribution of funds from the Interest Accounts
of the respective Trusts shall be in the amount specified in
Part II of the Trust Agreement and shall be made on the last day
of the month after the "First General Record Date" as defined in
Part II of the Trust Agreement, to all Certificateholders of
record of the respective Trusts as of the First General Record
Date. As of the fifteenth day of each month of each year
commencing the First General Record Date, the Trustee shall with
respect to each Trust:
(a) deduct from the Interest Account or, to the extent
funds are not available in such Account, from the Principal
Account and pay to itself individually the amounts that it
is at the time entitled to receive pursuant to Section 6.04;
(b) deduct from the Interest Account or, to the extent
funds are not available in such Account, from the Principal
Account and pay to the Evaluator the amount that it is at
the time entitled to receive pursuant to Section 4.03;
(c) deduct from the Interest Account or, to the extent
funds are not available in such Account, from the Principal
Account and pay to counsel, as hereinafter provided for, an
amount equal to unpaid fees and expenses, if any, of such
counsel pursuant to Section 3.09, as certified to by the
Depositor;
(d) deduct from the Interest Account or, to the extent
funds are not available in such Account, from the Principal
Account and pay to First Trust Advisors L.P. the amount that
it is entitled to receive pursuant to Section 3.15; and
For monthly distributions, the share of the balance in the
Interest Account to be distributed to a Certificateholder shall
be computed as of the fifteenth day of each month, commencing
with the first such day subsequent to the First General Record
Date (the "Monthly Record Date"). The Trustee shall distribute
by mail to each Certificateholder of record as of the close of
business on each Monthly Record Date at the post office address
appearing on the registration books of the Trustee such
Certificateholder's pro rata share of the balance of the Interest
Account as computed herein on or shortly after the last day of
the month next following the Monthly Record Date (the "Monthly
Distribution Date"). Such Computation shall be an amount equal
to the estimated amount of interest accrued on the Bonds from and
including the immediately preceding Monthly Record Date through
but not including the Monthly Record Date on which such
calculation is made, less (i) the estimated costs and expenses
attributable to such period (ii) interest attributable to such
period paid or payable in connection with redemption of Units and
(iii) amounts previously advanced by the Trustee pursuant to this
Section 3.05 which are now deemed to be uncollectible, divided by
the number of Units outstanding on such Monthly Record Date.
In the event the amount on deposit in the Interest Account
on a Monthly Distribution Date is not sufficient for the payment
of the amount of interest to be distributed on the basis of the
aforesaid computation, the Trustee shall advance out of its own
funds and cause to be deposited in and credited to the Interest
Account such amount as may be required to permit payment of the
monthly interest distribution to be made on such monthly
distribution date and shall be entitled to be reimbursed, without
interest, out of interest received by the Fund on the first
computation day following the date of such advance on which such
reimbursement may be made without reducing the amount in the
Interest Account to an amount less than that required for the
next ensuing monthly interest distribution except where advances
were made by the Trustee on Bonds which have defaulted or on
which any payment has been recovered from the Trustee by a
trustee in bankruptcy and the interest on which cannot currently
be collected is then uncollectable (either from the issuer of the
Bonds or the Insurer), in which case the Trustee may reimburse
itself for such advances and reduce, if necessary, the amount of
the interest distribution.
Distributions of amounts represented by the cash balance in
the Principal Account for each Trust shall be computed as of the
fifteenth day of each month with the First General Record Date.
On the last day of each such month, or within a reasonable period
of time thereafter, the Trustee shall distribute by mail to each
Certificateholder of record at the close of business on the date
of computation (the Record Date) at his post office address such
holder's pro rata share of the cash balance of the Principal
Account as thus computed. The Trustee shall not be required to
make a distribution from the Principal Account unless the cash
balance on deposit therein available for distribution shall be
sufficient to distribute at least $1.00 per Unit.
If the Depositor (i) fails to replace any failed Special
Bond (as defined in Section 3.14), or (ii) is unable or fails to
enter into any contract for the purchase of any New Bond in
accordance with Section 3.14, the Depositor shall pay to the
Trustee and the Trustee shall distribute, to the extent of the
monies credited to the Principal Account pursuant to
Section 3.03(b) or supplied by the Depositor pursuant to this
Section to all Certificateholders of Units in the respective
Trust the principal and accrued interest (at the coupon rate of
the relevant Bond to the date the Depositor is notified of the
failure) and sales charge attributable to such Special Bonds at
the next monthly distribution date which is more than thirty days
after the expiration of the Purchase Period (as defined in
Section 3.14) or at such earlier time or in such manner as the
Trustee in its sole discretion deems to be in the best interest
of the Certificateholders.
If any contract for a New Bond in replacement of a Special
Bond shall fail, the Depositor shall pay to the Trustee and the
Trustee shall distribute to the extent of the monies credited to
the Principal Account pursuant to Section 3.03(b) or supplied by
the Depositor pursuant to this Section, the principal and accrued
interest (at the coupon rate of the relevant Special Bond to the
date the Depositor is notified of the failure) and sales charge
attributable to the Special Bond to the Certificateholders of
Units in the respective Trust at the next monthly distribution
date which is more than thirty days after the date on which the
contract in respect of such New Bond failed or at such earlier
time or in such earlier manner as the Trustee in its sole
discretion determines to be in the best interest of the
Certificateholders.
If, at the end of the Purchase Period, less than all moneys
attributable to a failed Special Bond have been applied or
allocated by the Trustee pursuant to a contract to purchase New
Bonds, the Trustee shall distribute the remaining moneys to
Certificateholders of Units in the respective Trust at the next
monthly distribution date which is more than thirty days after
the end of the Purchase Period or at such earlier time thereafter
as the Trustee in its sole discretion deems to be in the best
interest of the Certificateholders.
The amounts to be so distributed to each Certificateholder
of a Trust shall be that pro rata share of the balance of the
Interest and Principal Accounts of such Trust, computed as set
forth above, as shall be represented by the Units evidenced by
the outstanding Certificate or Certificates registered in the
name of such Certificateholder.
In the computation of each such share, fractions of less
than one cent shall be omitted. After any such distribution
provided for above, any cash balance remaining in the Interest
Account or the Principal Account of a Trust shall be held in the
same manner as other amounts subsequently deposited in each of
such Accounts, respectively.
For the purpose of distribution as herein provided, the
holders of record on the registration books of the Trustee at the
close of business on each Record Date shall be conclusively
entitled to such distribution, and no liability shall attach to
the Trustee by reason of payment to any such registered
Certificateholder of record. Nothing herein shall be construed
to prevent the payment of amounts from the Interest Account and
the Principal Account of a Trust to individual Certificateholders
by means of one check, draft or other proper instrument, provided
that the appropriate statement of such distribution shall be
furnished therewith as provided in Section 3.06 hereof."
L. Section 3.07 of Article III of the Standard Terms and
Conditions of Trust is hereby amended by deleting "or"
immediately prior to paragraph (g) and adding the following
paragraph:
"; or (h) that Bonds need to be sold in order to meet
established principal distributions which are an objective
of the Trust as described in the Prospectus."
M. Section 3.15 of the Standard Terms and Conditions of
Trust shall be replaced with the following:
Section 3.15. Portfolio Supervision, Bookkeeping and
Administrative Expenses. As compensation for providing portfolio
supervisory services in its capacity as Portfolio Supervisor, and
for bookkeeping and other administrative services of a character
described in Section 26(a)(2)(C) of the Investment Company Act of
1940 to the extent such services are in addition to, and do not
duplicate, the services to be provided hereunder by the Trustee,
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 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 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, 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 Interest and Principal Accounts in accordance
with Section 3.05.
If the cash balance in the Interest and Principal Accounts
shall be insufficient to provide for amounts payable pursuant to
this Section 3.15, the Trustee shall have the power to sell (i)
Bonds from the current list of Bonds designated to be sold
pursuant to Section 5.02 hereof, or (ii) if no such Bonds have
been so designated, such Bonds as the Trustee may see fit to sell
in its own discretion, and to apply the proceeds of any such sale
in payment of the amounts payable pursuant to this Section 3.16
provided, however, that zero Coupon Obligations may not be sold
to pay for amounts pursuant to this Section 3.16.
Any moneys payable to the Depositor pursuant to this Section
3.15 shall be secured by a prior lien on the Trust Fund except
that no such lien shall be prior to any lien in favor of the
Trustee under the provisions of Section 6.04 herein.
Except as the context otherwise requires, First Trust
Advisors L.P. shall be subject to the provisions of Section 4.05
herein in the same manner as it would if it were the Evaluator.
N. Section 5.01 of the Standard Terms and Conditions of
Trust shall be amended as follows:
(i) The fourth 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, and (iv)"; and
(ii) The following text shall immediately precede the
last sentence of the first paragraph of Section 5.01:
"The resulting figure is herein called a "Trust Fund
Evaluation." Prior to the payment to the Depositor of its
reimbursable organization costs to be made at the earlier of six
months after the Initial Date of Deposit or the conclusion of the
primary offering period in accordance with Section 3.10, 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 Trust 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."
O. 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
Interest Account, or to the extent funds are not available in
such Account, from the Principal 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."
P. 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."
Q. The second sentence of the second paragraph of Section
8.02 shall be replaced with the following:
"Commencing no earlier than nine business days prior to
the termination of the Trust, the Trustee will liquidate the
Securities during such period and in such daily amounts as the
Depositor shall direct, and shall:"
IN WITNESS WHEREOF, Nike Securities L.P., JPMorgan Chase
Bank, Securities Evaluation Service, Inc. and First Trust
Advisors L.P. have each caused this Trust Agreement to be
executed and the respective corporate seal to be hereto affixed
and attested (if applicable) by authorized officers; all as of
the day, month and year first above written.
NIKE SECURITIES L.P., Depositor
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Senior Vice President
JPMORGAN CHASE BANK, Trustee
By ▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
(SEAL)
Attest:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Assistant Vice President
SECURITIES EVALUATION SERVICE,
INC., Evaluator
By ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
(SEAL)
Attest:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Senior Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
FT 647
(Note: Incorporated herein and made a part hereof is the
"Schedule of Investments" as set forth for each Trust in
the Prospectus.)
