THE FIRST TRUST COMBINED SERIES 272
TRUST AGREEMENT
Dated: September 29, 1999
This Trust Agreement among Nike Securities L.P., as Depositor, The
Chase Manhattan 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 Combined Series 145 and subsequent Series,
effective October 16, 1991" (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 Part II 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
The following special terms and conditions are hereby agreed to:
A. Section 1.01.(2) shall be amended to read as follows:
"(2) "Trustee" shall mean The Chase Manhattan 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
The Chase Manhattan Bank.
B. 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."
C. The Bonds defined in Section 1.01(5) listed in Schedule
A hereto have been deposited in trust under this Trust Agreement.
D. 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 each 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.
(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 (meeting the conditions set forth in Section 2.07)
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. 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 Special Bonds for which
no New Bond was acquired pursuant to Section 3.14, plus all amounts de-
scribed 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 Special Bonds, at the rate
of 5% per annum to the date the Depositor notifies the Trustee that no New
Bond will be purchased or, in the absence of such notification, to the ex-
piration date for purchase of a New Bond 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 a coupon date which has occurred
or will occur before the Trust will be the holder of record of a Bond,
reduced by the amount of any cash or other property received or receivable
on any Bonds 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."
E. The number of units in a Trust on the Initial Date of Deposit
referred to in Section 2.03 is set forth under the caption "Initial
Number of Units" in the section entitled "Summary of Essential Information"
in the Prospectus.
F. Article II of the Standard Terms and Conditions of Trust is hereby
amended by inserting the following paragraph which shall be entitled
Section 2.07.:
"Section 2.07. Letter of Credit. The Trustee shall not accept any
Letter of Credit under this Indenture unless the stated expiration date of
the Letter of Credit is at least thirty days from the respective
date of deposit of Contract Obligations pursuant to Section 2.01(a)
or 2.01(b). The Trustee is authorized to downpost the amount available
under the Letter of Credit, if any, deposited by the Depositor by an
amount equal to the purchase price of Contract Obligations representing
Bonds delivered to the Trust on the date of delivery of such Bonds."
G. The first paragraph of Section 3.05 shall be amended to read as
follows: "The Trustee, as of the "First Settlement Date", as set
forth in the section entitled "Summary of Essential Information" in the
Prospectus, shall advance from its own funds and shall pay to the
Depositor the amount of interest accrued to such date on the Bonds
deposited in the respective Trusts. The Trustee, as of the
"First Settlement Date," shall also advance to the Trust from its
own funds and distribute to the Depositor the amount specified in the
section entitled "Fee Table" in the Prospectus, which is the amount
by which the Trustee's fee is reduced and Trust expenses assumed by the
Trustee 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 Trust. Subsequent distributions shall be
made as hereinafter provided."
H. All provisions regarding the Distribution Date included in Section
3.05 of Article III of the Standard Terms and Conditions of Trust are
hereby amended to change the Distribution Date from the first day of
the month following the Record Date to the last day of the month in
which the Record Date occurs.
I. Section 3.05 of Article III of the Standard Terms and Conditions
of Trust is hereby amended to include the following subsection:
"Section 3.05(e) deduct from the Interest Account or, to the extent
funds are not available in such Account, from the Principal Account
and pay to the Depositor the amount that it is entitled to receive
pursuant to Section 3.16.
J. The first sentence of Section 3.15. shall be amended to read as
follows:
"As compensation for providing supervisory portfolio services under
this Indenture, the Portfolio Supervisor shall receive, in arrears,
against a statement or statements therefor submitted to the Trustee
monthly or annually an aggregate annual fee in the amount of $.0035
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 Portfolio Supervisor
provides services during less than the whole of such year). Such fee
may exceed the actual cost of providing such portfolio supervision
services for the Trust, but at no time will the total amount
received for portfolio supervision services rendered to unit
investment trusts of which Nike Securities L.P. is the sponsor
in any calendar year exceed the aggregate cost to the Portfolio
Supervisor of supplying such services in such year."
K. Article III of the Standard Terms and Conditions of Trust is
hereby amended by inserting the following paragraphs which shall be
entitled Section 3.16.:
"Section 3.16. Bookkeeping and Administrative Expenses. As compensation
for providing bookkeeping or 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
or the Portfolio Supervisor, the Depositor shall receive against a
statement or statements therefor submitted to the Trustee monthly or
annually an aggregate annual fee in the amount of $.0014 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 Depositor provides services during less
than the whole of such year). Such fee may exceed the actual cost of
providing such bookkeeping and administrative services for the Trust,
but at no time will the total amount received for bookkeeping and
administrative services rendered to unit investment trusts of which Nike
Securities L.P. is the sponsor in any calendar year exceed the
aggregate cost to the Depositor 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 the
Depositor, upon which, as to the cost incurred by the Depositor of
providing services hereunder the Trustee may rely, and shall be
charged against the Interest and Principal Accounts on or before the
Distribution Date following the Monthly Record Date on which such
period terminates. The Trustee shall have no liability to any
Certificateholder or other person for any payment made in good faith
pursuant to this Section.
If the cash balance in the Interest and Principal Accounts shall be
insufficient to provide for amounts payable pursuant to this Section
3.16, 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.
Any moneys payable to the Depositor pursuant to this Section 3.16
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.
L. Section 6.01(i) of the Standard Terms and Conditions of Trust
shall be amended by deleting the first word of such Section and replacing
it with the following:
"Except as provided in Section 3.01, no"
M. 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:
"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 Certificateholders. 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."
N. 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 $ .0141 and $ .0096 per Unit
for those portions of the Trust representing monthly and semiannual
distribution plans, respectively, 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 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. If provided for in the prospectus for a Trust, during
the first year of a Trust, such compensation shall be reduced by the amount
of interest which accrues on any "when-issued" Bonds and Contract Bonds
from the First Settlement Date, as defined in Part II of the Trust Agreement,
to the respective delivery dates of such Bonds and Contract Bonds."
O. 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:
"In case at any time the Trustee shall become incapable of acting, or
if a court having jurisdiction in the premises shall enter a decree or order
for relief in respect of the Trustee in an involuntary case, or the Trustee
shall commence a voluntary case, under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or any receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) for the
Trustee or for any substantial part of its property shall be appointed, or
the Trustee shall make any general assignment for the benefit of creditors,
or shall generally fail to pay its debts as they become due, or if the
Sponsor shall determine in good faith that there has occurred either (1)
a material deterioration in the creditworthiness of the Trustee or (2) one
or more negligent acts on the part of the Trustee having a materially
adverse effect, either singly or in the aggregate, on the Trust or on one
or more Trusts of one or more Funds, such that the replacement of the Trustee
is in the best interests of the Unit holders, the Sponsor may remove the
Trustee and appoint a successor trustee by written instrument, in duplicate,
one copy of which shall be delivered to the Trustee so removed and one copy
to the successor trustee."
P. Section 8.04 is hereby amended by inserting the following at the end
of such section:
", except as provided in Section 3.01"
Q. The fractional undivided interest in and ownership of the Trust
Fund represented by each Unit for a Trust on the Initial Date of Deposit
is the amount set forth under the caption "Fractional Undivided Interest
in the Trust per Unit" in the section entitled "Summary of Essential
Information" in the Prospectus.
R. The approximate amount, if any, which the Trustee shall be
required to advance out of its own funds and cause to be paid to the
Depositor pursuant to the second sentence of Section 3.05 shall be the
amount per Unit for each Trust that the Trustee agreed to reduce its
fee or pay Trust Fund expenses set forth in the footnotes to the
"Fee Table" for each Trust in the Prospectus times the number of units
for such Trust referred to in Part II E. of this Trust Agreement.
S. 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 Interest Account and the amount set forth under
"Summary of Essential Information" in the Prospectus.
T. For each Trust the "First Settlement Date" is the date set
forth under "Summary of Essential Information-First Settlement Date"
for such Trust in the Prospectus.
U. The first sentence of Section 4.03 of the Standard Terms and Conditions
of Trust shall be deleted its entirety and replaced with the following:
"As compensation for its services hereunder, the Evaluator shall receive
against a statement therefor submitted to the Trustee an annual fee in
the amount of $0.30 Per $1,000 principal amount of Bonds in the Trust on the
Date of Calculation. For purposes of this section, the Date of Calculation
and the determination of the principal amount of Bonds outstanding on such
date means (1) the date of the evaluation during the initial offering period
and (2) after the initial offering period, the date the initial offering
period ends."
The last sentence of Section 4.03 shall be deleted in its entirety.
V. Unless the context otherwise requires, for each Trust, any reference
to $1,000 per Unit in each Trust shall be amended to read $10 per Unit.
W. Unless the context otherwise requires, for each Trust, any reference
to a fee amount per Unit shall be amended to read as a fee amount per 100
Units.
PART III
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 or any Underwriter
of the Fund listed under the caption "Underwriting" in the Prospectus, 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 such
Sponsor or Underwriter 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.
IN WITNESS WHEREOF, Nike Securities L.P., The Chase Manhattan 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 Robert M. Porcellino
Senior Vice President
THE CHASE MANHATTAN BANK, Trustee
(SEAL) By Rosalia Raviele
Vice President
Attest:
Joan A. Currie
Assistant Treasurer
SECURITIES EVALUATION SERVICE, INC.,
Evaluator
(SEAL) By James Couture
Vice President
Attest:
James G. Prince
Vice President and
Assistant Secretary
FIRST TRUST ADVISORS L.P.,
Portfolio Supervisor
By Robert M. Porcellino
Senior Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
THE FIRST TRUST COMBINED SERIES 272
(Note: Incorporated herein and made a part hereof is the "Portfolio" as
set forth for each Trust in the Prospectus.)