EX-99.A1 3 ex-99_a1.txt TRUST AGREEMENT FT 1155 TRUST AGREEMENT Dated: June 30, 2006 The Trust Agreement among First Trust Portfolios L.P., as Depositor, The Bank of New York, as Trustee and First Trust Advisors L.P., as Evaluator and Portfolio Supervisor, and FTP Services LLC, as Fund/SERV Eligible Unit Servicing Agent, sets forth certain provisions in full and incorporates other provisions by reference to the document entitled "Standard Terms and Conditions of Trust for FT 785 and certain subsequent Series, Effective December 9, 2003" (herein called the "Standard Terms and Conditions of Trust"), and such provisions as are incorporated by reference constitute a single instrument. All references herein to Articles and Sections are to Articles and Sections of the Standard Terms and Conditions of Trust. WITNESSETH THAT: In consideration of the premises and of the mutual agreements herein contained, the Depositor, the Trustee, the Evaluator and the Portfolio Supervisor agree as follows: PART I STANDARD TERMS AND CONDITIONS OF TRUST Subject to the provisions of Part II and Part III hereof, all the provisions contained in the Standard Terms and Conditions of Trust are herein incorporated by reference in their entirety and shall be deemed to be a part of this instrument as fully and to the same extent as though said provisions had been set forth in full in this instrument. PART II SPECIAL TERMS AND CONDITIONS OF TRUST THE DOWSM TARGET 5 PORTFOLIO, 3RD QUARTER 2006 SERIES The following special terms and conditions are hereby agreed to: A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in the Schedules hereto. B. (1) The aggregate number of Units outstanding for the Trust on the Initial Date of Deposit and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information." Documents representing this number of Units for the Trust are being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust. C. The Percentage Ratio on the Initial Date of Deposit is set forth in Schedule B to the Trust Agreement attached hereto. D. The Record Date shall be as set forth in the prospectus under "Summary of Essential Information." For purposes of the deductions and payments specified in Part I of Section 3.05, Record Date shall mean the last Business Day of each month. E. The Distribution Date shall be as set forth in the Prospectus under "Summary of Essential Information." F. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information." G. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 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 $.0085 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 June 30, 2006. J. The minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units shall be 100 shares. K. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. L. The minimum number of Units a Unit holder must tender in order to be eligible for an in-kind distribution of Securities pursuant to Section 8.02 shall be 2,500 Units of the Trust. PART II SPECIAL TERMS AND CONDITIONS OF TRUST GLOBAL TARGET 15 PORTFOLIO, 3RD QUARTER 2006 SERIES The following special terms and conditions are hereby agreed to: A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in the Schedules hereto. B. (1) The aggregate number of Units outstanding for the Trust on the Initial Date of Deposit and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information." Documents representing this number of Units for the Trust are being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust. C. The Percentage Ratio on the Initial Date of Deposit is set forth in Schedule B to the Trust Agreement attached hereto. D. The Record Date shall be as set forth in the prospectus under "Summary of Essential Information." For purposes of the deductions and payments specified in Part I of Section 3.05, Record Date shall mean the last Business Day of each month. E. The Distribution Date shall be as set forth in the Prospectus under "Summary of Essential Information." F. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information." G. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 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 $.0085 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 June 30, 2006. J. The minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units shall be 100 shares. PART II SPECIAL TERMS AND CONDITIONS OF TRUST THE NASDAQ TARGET 15 PORTFOLIO, 3RD QUARTER 2006 SERIES The following special terms and conditions are hereby agreed to: A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in the Schedules hereto. B. (1) The aggregate number of Units outstanding for the Trust on the Initial Date of Deposit and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information." Documents representing this number of Units for the Trust are being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust. C. The Percentage Ratio on the Initial Date of Deposit is set forth in Schedule B to the Trust Agreement attached hereto. D. The Record Date shall be as set forth in the prospectus under "Summary of Essential Information." For purposes of the deductions and payments specified in Part I of Section 3.05, Record Date shall mean the last Business Day of each month. E. The Distribution Date shall be as set forth in the Prospectus under "Summary of Essential Information." F. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information." G. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 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 $.0085 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 June 30, 2006. J. The minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units shall be 100 shares. K. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. L. The minimum number of Units a Unit holder must tender in order to be eligible for an in-kind distribution of Securities pursuant to Section 8.02 shall be 2,500 Units of the Trust. PART II SPECIAL TERMS AND CONDITIONS OF TRUST NYSE INTERNATIONAL TARGET 25 PORTFOLIO, 3RD QUARTER 2006 SERIES The following special terms and conditions are hereby agreed to: A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in the Schedules hereto. B. (1) The aggregate number of Units outstanding for the Trust on the Initial Date of Deposit and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information." Documents representing this number of Units for the Trust are being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust. C. The Percentage Ratio on the Initial Date of Deposit is set forth in Schedule B to the Trust Agreement attached hereto. D. The Record Date shall be as set forth in the prospectus under "Summary of Essential Information." For purposes of the deductions and payments specified in Part I of Section 3.05, Record Date shall mean the last Business Day of each month. E. The Distribution Date shall be as set forth in the Prospectus under "Summary of Essential Information." F. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information." G. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 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 $.0085 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 June 30, 2006. J. The minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units shall be 100 shares. M. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. N. The minimum number of Units a Unit holder must tender in order to be eligible for an in-kind distribution of Securities pursuant to Section 8.02 shall be 2,500 Units of the Trust. PART II SPECIAL TERMS AND CONDITIONS OF TRUST THE S&P TARGET 24 PORTFOLIO, 3RD QUARTER 2006 SERIES The following special terms and conditions are hereby agreed to: A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in the Schedules hereto. B. (1) The aggregate number of Units outstanding for the Trust on the Initial Date of Deposit and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information." Documents representing this number of Units for the Trust are being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust. C. The Percentage Ratio on the Initial Date of Deposit is set fort in Schedule B to the Trust Agreement attached hereto. D. The Record Date shall be as set forth in the prospectus under "Summary of Essential Information." For purposes of the deductions and payments specified in Part I of Section 3.05, Record Date shall mean the last Business Day of each month. E. The Distribution Date shall be as set forth in the Prospectus under "Summary of Essential Information." F. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information." G. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 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 $.0085 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 June 30, 2006. J. The minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units shall be 100 shares. K. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. L. The minimum number of Units a Unit holder must tender in order to be eligible for an in-kind distribution of Securities pursuant to Section 8.02 shall be 2,500 Units of the Trust. PART II SPECIAL TERMS AND CONDITIONS OF TRUST S&P TARGET SMID 60 PORTFOLIO, 3RD QUARTER 2006 SERIES The following special terms and conditions are hereby agreed to: A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in the Schedules hereto. B. (1) The aggregate number of Units outstanding for the Trust on the Initial Date of Deposit and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information." Documents representing this number of Units for the Trust are being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust. C. The Percentage Ratio on the Initial Date of Deposit is set fort in Schedule B to the Trust Agreement attached hereto. D. The Record Date shall be as set forth in the prospectus under "Summary of Essential Information." For purposes of the deductions and payments specified in Part I of Section 3.05, Record Date shall mean the last Business Day of each month. E. The Distribution Date shall be as set forth in the Prospectus under "Summary of Essential Information." F. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information." G. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 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 $.0085 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 June 30, 2006. J. The minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units shall be 100 shares. K. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. L. The minimum number of Units a Unit holder must tender in order to be eligible for an in-kind distribution of Securities pursuant to Section 8.02 shall be 2,500 Units of the Trust. PART II SPECIAL TERMS AND CONDITIONS OF TRUST TARGET DIVERSIFIED DIVIDEND PORTFOLIO, 3RD QUARTER 2006 SERIES The following special terms and conditions are hereby agreed to: A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in the Schedules hereto. B. (1) The aggregate number of Units outstanding for the Trust on the Initial Date of Deposit and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information." Documents representing this number of Units for the Trust are being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust. C. The Percentage Ratio on the Initial Date of Deposit is set fort in Schedule B to the Trust Agreement attached hereto. D. The Record Date shall be as set forth in the prospectus under "Summary of Essential Information." For purposes of the deductions and payments specified in Part I of Section 3.05, Record Date shall mean the last Business Day of each month. E. The Distribution Date shall be as set forth in the Prospectus under "Summary of Essential Information." F. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information." G. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 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 $.0085 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 June 30, 2006. J. The minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units shall be 100 shares. K. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. L. The minimum number of Units a Unit holder must tender in order to be eligible for an in-kind distribution of Securities pursuant to Section 8.02 shall be 2,500 Units of the Trust. PART II SPECIAL TERMS AND CONDITIONS OF TRUST TARGET LARGE-CAP PORTFOLIO, 3RD QUARTER 2006 SERIES The following special terms and conditions are hereby agreed to: A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in the Schedules hereto. B. (1) The aggregate number of Units outstanding for the Trust on the Initial Date of Deposit and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information." Documents representing this number of Units for the Trust are being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust. C. The Percentage Ratio on the Initial Date of Deposit is set fort in Schedule B to the Trust Agreement attached hereto. D. The Record Date shall be as set forth in the prospectus under "Summary of Essential Information." For purposes of the deductions and payments specified in Part I of Section 3.05, Record Date shall mean the last Business Day of each month. E. The Distribution Date shall be as set forth in the Prospectus under "Summary of Essential Information." F. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information." G. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 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 $.0085 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 June 30, 2006. J. The minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units shall be 100 shares. K. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. L. The minimum number of Units a Unit holder must tender in order to be eligible for an in-kind distribution of Securities pursuant to Section 8.02 shall be 2,500 Units of the Trust. PART II SPECIAL TERMS AND CONDITIONS OF TRUST TARGET SMALL-CAP PORTFOLIO, 3RD QUARTER 2006 SERIES The following special terms and conditions are hereby agreed to: A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in the Schedules hereto. B. (1) The aggregate number of Units outstanding for the Trust on the Initial Date of Deposit and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information." Documents representing this number of Units for the Trust are being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust. C. The Percentage Ratio on the Initial Date of Deposit is set fort in Schedule B to the Trust Agreement attached hereto. D. The Record Date shall be as set forth in the prospectus under "Summary of Essential Information." For purposes of the deductions and payments specified in Part I of Section 3.05, Record Date shall mean the last Business Day of each month. E. The Distribution Date shall be as set forth in the Prospectus under "Summary of Essential Information." F. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information." G. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 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 $.0085 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 June 30, 2006. J. The minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units shall be 100 shares. K. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 2,500 Units of the Trust. L. The minimum number of Units a Unit holder must tender in order to be eligible for an in-kind distribution of Securities pursuant to Section 8.02 shall be 2,500 Units of the Trust. PART II SPECIAL TERMS AND CONDITIONS OF TRUST TARGET TRIAD PORTFOLIO, 3RD QUARTER 2006 SERIES The following special terms and conditions are hereby agreed to: A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in the Schedules hereto. B. (1) The aggregate number of Units outstanding for the Trust on the Initial Date of Deposit and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information." Documents representing this number of Units for the Trust are being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust. C. The Percentage Ratio on the Initial Date of Deposit is set fort in Schedule B to the Trust Agreement attached hereto. D. The Record Date shall be as set forth in the prospectus under "Summary of Essential Information." For purposes of the deductions and payments specified in Part I of Section 3.05, Record Date shall mean the last Business Day of each month. E. The Distribution Date shall be as set forth in the Prospectus under "Summary of Essential Information." F. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information." G. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 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 $.0085 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 June 30, 2006. J. The minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units shall be 100 shares. K. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 5,000 Units of the Trust. L. The minimum number of Units a Unit holder must tender in order to be eligible for an in-kind distribution of Securities pursuant to Section 8.02 shall be 5,000 Units of the Trust. PART II SPECIAL TERMS AND CONDITIONS OF TRUST TARGET VIP CONSERVATIVE EQUITY PORTFOLIO, 3RD QUARTER 2006 SERIES The following special terms and conditions are hereby agreed to: A. The Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set forth in the Schedules hereto. B. (1) The aggregate number of Units outstanding for the Trust on the Initial Date of Deposit and the initial fractional undivided interest in and ownership of the Trust represented by each Unit thereof are set forth in the Prospectus in the section "Summary of Essential Information." Documents representing this number of Units for the Trust are being delivered by the Trustee to the Depositor pursuant to Section 2.03 of the Standard Terms and Conditions of Trust. C. The Percentage Ratio on the Initial Date of Deposit is set fort in Schedule B to the Trust Agreement attached hereto. D. The Record Date shall be as set forth in the prospectus under "Summary of Essential Information." For purposes of the deductions and payments specified in Part I of Section 3.05, Record Date shall mean the last Business Day of each month. E. The Distribution Date shall be as set forth in the Prospectus under "Summary of Essential Information." F. The Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information." G. First Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and FTP Services LLC's compensation as referred to in Section 3.16 of the Standard Terms and Conditions of Trust shall collectively be an annual fee in the amount of $.0060 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 $.0085 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 June 30, 2006. J. The minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption of Units shall be 100 shares. K. The minimum number of Units a Unit holder must redeem in order to be eligible for an in-kind distribution of Securities pursuant to Section 5.02 shall be 5,000 Units of the Trust. L. The minimum number of Units a Unit holder must tender in order to be eligible for an in-kind distribution of Securities pursuant to Section 8.02 shall be 5,000 Units of the Trust. PART III A. Notwithstanding anything to the contrary in the Standard Terms and Conditions of Trust, Section 2.01(e) shall be amended to read as follows: "The Trustee is hereby irrevocably authorized to effect registration or transfer of the Securities in fully registered form to the name of the Trustee or to the name of its nominee or to hold the Securities in a clearing agency registered with the Securities and Exchange Commission, in a book entry system operated by the Federal Reserve Board, with an Eligible Foreign Custodian or in an Eligible Securities Depository." B. Section 2.01 of the Standard Terms and Conditions of Trust shall be amended to included the following section at the end of Section 2.01: "(g) Notwithstanding anything to the contrary herein, subject to the requirements set forth in this Section 2.01(g) and unless the Prospectus otherwise requires, the Depositor may, on any Business Day (the "Trade Date"), subscribe for additional Units as follows: (i) Prior to the Evaluation Time on such Business Day, the Depositor shall provide notice (the "Subscription Notice") to the Trustee, by telephone or by written communication, of the Depositor's intention to subscribe for additional Units. The Subscription Notice shall identify the additional Securities to be acquired (which will be a precise replication of the then existing portfolio) and shall either (a) specify the quantity of additional Securities to be deposited by the Depositor on the settlement date for such subscription or (b) instruct the Trustee to purchase additional Securities with an aggregate value as specified in the Subscription Notice. (ii) Promptly following the Evaluation Time on such Business Day, the Depositor shall verify with the Trustee the number of additional Units to be created. (iii) Not later than the time on the settlement date for such subscription when the Trustee is to deliver or assign the additional Units created hereby, the Depositor shall deposit with the Trustee (a) any additional Securities specified in the Subscription Notice (or contracts to purchase such additional Securities together with cash or a Letter of Credit in the amount necessary to settle such contracts) or (b) cash or a Letter of Credit in an amount equal to the aggregate value of the additional Securities specified in the Subscription Notice to be purchased by the Trustee, and adding and subtracting the amounts specified in the first and second sentences of Section 5.01, computed as of the Evaluation Time on the Business Day preceding the Trade Date divided by the number of Units outstanding as of the Evaluation Time on the Business Day preceding the Trade Date, times the number of additional Units to be created. (iv) On the settlement date for such subscription, the Trustee shall, in exchange for the Securities and cash, cash or Letter of Credit described above, deliver to, or assign in the name of or on the order of, the Depositor the number of Units verified by the Depositor with the Trustee. (v) In the event the Depositor fails to take such action required by paragraph (iii) above, the Trustee shall, on the settlement date for such subscription, settle the securities transactions specified in the Subscription Notice. (vi) Neither the Trust nor Unit holders of the Trust will be responsible for any loss resulting from the failure of the Depositor to take such action required by paragraph (iii) above." C. Notwithstanding anything to the contrary in the Standard Terms and Conditions of Trust, Section 6.01(e) shall be amended to read as follows: "(e) (1) Subject to the provisions of subparagraph (2) of this paragraph, the Trustee may employ agents, sub- custodians, attorneys, accountants and auditors and shall not be answerable for the default or misconduct of any such agents, sub-custodians, attorneys, accountants or auditors if such agents, sub-custodians, attorneys, accountants or auditors shall have been selected with reasonable care. The Trustee shall be fully protected in respect of any action under this Indenture taken or suffered in good faith by the Trustee in accordance with the opinion of counsel, which may be counsel to the Depositor acceptable to the Trustee, provided, however that this disclaimer of liability shall not excuse the Trustee from the responsibilities specified in subparagraph (2) below. The fees and expenses charged by such agents, sub-custodians, attorneys, accountants or auditors shall constitute an expense of the Trust reimbursable from the Income and Capital Accounts of the Trust as set forth in section 7.04 hereof. (2)To the extent permitted under the Investment Company Act of 1940 as evidenced by an opinion of counsel to the Depositor satisfactory to the Trustee or "no-action" letters or exemptive orders issued by the Securities and Exchange Commission or its staff, the Trustee may place and maintain in the care of an Eligible Foreign Custodian (which is employed by the Trustee as a sub-custodian as contemplated by subparagraph (1) of this paragraph (e) and which may be an affiliate or subsidiary of the Trustee or any other entity in which the Trustee may have an ownership interest) or an Eligible Securities Depository the Trust's investments (including foreign currencies) for which the primary market is outside the United States, and such cash and cash equivalents in amounts reasonably necessary to effect the Trust's transactions in such investments, provided that: (A) The Trustee shall indemnify the Trust and hold the Trust harmless from and against any risk of loss of Trust assets held with an Eligible Foreign Custodian in accordance with the foreign custody contract. (B) The Trustee shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Trust assets would exercise, and shall be liable to the Trust for any loss occurring as a result of its failure to do so. (C) The Trustee shall perform all duties assigned to the Foreign Custody Manager by Rule 17f-5 under the Investment Company Act of 1940 (17 CFR ss. 270.17f-5), as now in effect or as such rule may be amended in the future ("Rule 17f-5"). The Trustee shall not delegate such duties. (D) The Trustee shall (i) provide the Depositor with an analysis of the custody risks associated with maintaining assets with an Eligible Securities Depository; (ii) monitor the custody risks associated with maintaining assets with the Eligible Securities Depository on a continuing basis and promptly notify the Depositor of any material change in such risks; and (iii) exercise reasonable care, prudence and diligence in performing the foregoing duties. The Depositor shall instruct the Trustee to take such action as the Depositor deems appropriate in response to a notification by the Trustee provided pursuant to (ii) in the preceding sentence. (E) The Trust's Prospectus shall contain such disclosure regarding foreign securities and foreign custody as is required for management investment companies by Forms N-1A and N-2. Such Prospectus shall also contain disclosure concerning the Depositor's responsibilities described in (C) above. (F) The Trustee shall maintain and keep current written records regarding the basis for the choice or continued use of a particular Eligible Foreign Custodian pursuant to this subparagraph for a period of not less than six years from the end of the fiscal year in which the Trust was terminated, the first two years in an easily accessible place. Such records shall be available for inspection by Unitholders and the Securities and Exchange Commission at the Trustee's corporate trust office during its usual business hours." D. Section 4.05 shall be amended to add the following paragraph as the third paragraph of Section 4.05 of the Standard Terms and Conditions of Trust: The Portfolio Supervisor may employ one or more sub- Portfolio Supervisors to assist in performing the services set forth in this Section 4.05 and shall not be answerable for the default of any such sub-Portfolio Supervisors if such sub-Portfolio Supervisors shall have been selected with reasonable care, provided, however, that the Portfolio Supervisor will indemnify and hold the Trust harmless from and against any loss occurring as a result of a sub- Portfolio Supervisor's willful misfeasance, reckless disregard, bad faith, or gross negligence in performing supervisory duties. The fees and expenses charged by such sub-Portfolio Supervisors shall be paid by the Portfolio Supervisor out of proceeds received by the Portfolio Supervisor in accordance with Section 4.03 hereof. E. Notwithstanding any provision to the contrary in the Standard Terms and Conditions of Trust, the Trustee may deem and treat the Fund/SERV Unit Servicing Agent as the sole Unit holder of Fund/SERV Units for all purposes of the Indenture and shall not be affected by any notice to the contrary. F. Section 1.01 of the Standard Terms and Conditions of Trust shall be amended to include the following: "Section 1.01(31). "Fund/SERV Unit Servicing Agent" shall mean FTP Services LLC or any successor Fund/SERV Unit servicing agent appointed as hereinafter provided." G. Section 3.05.I. of the Standard Terms and Conditions of Trust shall be amended to include the following at the end of such section: "(d) deduct from the Income account or, to the extent funds are not available in such Account, from the Capital Account and pay to the Fund/SERV Unit Servicing Agent the amount that it is entitled to receive pursuant to Section 3.16." H. Article III of the Standard Terms and Conditions of Trust shall be amended to include the following section: "Section 3.16. Fund/SERV Unit Servicing Agent. (a) The Fund/SERV Unit Servicing Agent shall perform all of the duties with respect to recordkeeping of Fund/SERV Units and Fund/Serv Unit holders, distributions, redemption of Fund/SERV Units and communications to and with Fund/SERV Unit holders listed below. (1) The Fund/SERV Unit Servicing Agent shall keep proper books of record and account of all of the transactions in the Fund/SERV Units of each Trust under this Indenture at its corporate office, including a record of the name and address of, and the Fund/SERV Units issued by each Trust and held by, every Fund/SERV Unit holder, and such books and records of each Trust shall be made available to the Trustee and the Depositor promptly upon request and open to inspection by any Fund/SERV Unit holder of such Trust, with respect to such Fund/SERV Unit holders transactions, at all reasonable times during usual business hours. Without limiting the foregoing, the Fund/SERV Unit Servicing Agent shall make any records or documents described in Reg. 270.31(a)-1 under the Investment Company Act of 1940 available promptly to the Trustee and the Depositor upon request during usual business hours and will preserve such records and documents for the periods prescribed in Reg. 270.31(a)-2 thereunder. (2) The Fund/SERV Unit Servicing Agent shall distribute on or shortly after the Distribution Dates specified in the Trust Agreement to each Fund/SERV Unit holder of record on its books on the Record Date for each such Distribution Date specified in the Trust Agreement such Fund/SERV Unit holder's distribution as computed under the Standard Terms and Conditions of Trust. (3) In connection with such distributions set forth above, the Fund/SERV Unit Servicing Agent shall furnish a Distribution Statement to Fund/SERV Unit holders of record on its books. The content and frequency of such Distribution Statements shall in no respect be less detailed or frequent than that specified in Section 3.06 of the Standard Terms and Conditions of Trust. (4) The Fund/SERV Unit Servicing Agent shall transmit to each Fund/SERV Unit holder of record any notice or other communication received from the Trustee and shall be solely responsible for soliciting and transmitting to the Trustee any notice required from Fund/SERV Unit holders. (5) For purposes of permitting Fund/SERV Unit holders to satisfy any reporting requirements of applicable federal or state tax law, the Fund/SERV Unit Servicing Agent shall provide the Trustee with the name, address, number of Fund/SERV Units held by, and such other information as requested by the Trustee, for every Fund/SERV Unit holder so that the Trustee can transmit to any Fund/SERV Unit holder of record on the Fund/SERV Unit Servicing Agent's books any reports required to be distributed pursuant to Section 4.02 of the Standard Terms and Conditions of Trust. The Trustee may rely on the accuracy and completeness of the information (including any records or documents made available) provided to it by the Fund/SERV Unit Servicing Agent and may accept such information without inquiry. Each of the Depositor and the Fund/SERV Unit Servicing Agent hereby agree, jointly and severally, to indemnify the Trustee and hold Trustee harmless from and against any and all costs, expenses, penalties, damages, liabilities or claims including attorneys' and accountants' fees sustained or incurred by or asserted against the Trustee by reason of or as a result of any of the information provided to the Trustee by the Fund/SERV Unit Servicing Agent being inaccurate or incomplete. This indemnity shall be a continuing obligation of each of the Depositor and the Fund/SERV Unit Servicing Agent, and their successors and assigns, notwithstanding the termination of this Trust Agreement. (6) The Fund/SERV Unit Servicing Agent shall distribute to redeeming Fund/SERV Unit holders of record on its books redemption proceeds it receives pursuant to Section 5.02 of the Standard Terms and Conditions of Trust from the Trustee as the sole record owner of Fund/SERV Units on the Trustee's books. (7) The Fund/SERV Unit Servicing Agent shall distribute to Fund/SERV Unit holders of record on its books a pro rata portion of termination proceeds it receives pursuant to Section 8.02 of the Standard Terms and Conditions of Trust from the Trustee as the sole record owner of Fund/SERV Units on the Trustee's books. (8) In connection with such termination distributions set forth above, the Fund/SERV Unit Servicing Agent shall furnish a Final Distribution Statement to Fund/SERV Unit holders of record on its books. The content of such Final Distribution Statements shall in no respect be less detailed than that specified in Section 8.02 of the Standard Terms and Conditions of Trust. (9) As requested by the Depositor and/or the Trustee, the Fund/SERV Unit Servicing Agent shall perform such other functions which, from time to time, are agreed upon by the parties hereto and which may give rise to additional fees. (b) As compensation for providing the services set forth herein, of a character described in Section 26(a)(2)(C) of the Investment Company Act of 1940, and to the extent that such services are in addition to, and do not duplicate, the services to be performed by the Trustee, FTP Services LLC shall receive, in arrears, against a statement or statements therefore submitted to the Trustee monthly or annually an aggregate annual fee in the per Unit amount set forth in Part II of the Trust Agreement for the Trust, calculated based on the largest number of Units outstanding during the calendar year, except during the initial offering period as determined in Section 4.01 of the Standard Terms and Conditions of Trust, in which case the fee is calculated based on the largest number of Units outstanding during the period for which the compensation is paid (such annual fee to be pro rated for any calendar year in which FTP Services LLC provides services described herein during less than the whole of such year). Such fee may exceed the actual cost of providing such services for the Trust, but at no time will the total amount received by FTP Services LLC for rendering the services described in this Section 3.16 and First Trust Advisors, L.P. for rendering the services described in Section 4.03 to unit investment trusts of which the Depositor is the sponsor in any calendar year exceed the aggregate cost to FTP Services LLC and First Trust Advisors, L.P. of supplying such services in such year. Such compensation may, from time to time, be adjusted by the Depositor provided that the total adjustment upward does not, at the time of such adjustment, exceed the percentage of the total increase, after the date hereof, in consumer prices for services as measured by the United States Department of Labor Consumer Price Index entitled "All Services Less Rent of Shelter" or similar index, if such index should no longer be published. The consent or concurrence of any Unit holder hereunder shall not be required for any such adjustment or increase. Such compensation shall be paid by the Trustee, upon receipt of an invoice therefore from FTP Services LLC, which shall constitute the representation by FTP Services LLC that the bookkeeping and administrative services for which compensation is claimed are properly compensable hereunder and that the aggregate cost incurred by FTP Services LLC of providing Fund/SERV Unit shareholder servicing hereunder was not less than the compensation claimed, upon which representation the Trustee may conclusively rely. Such compensation shall be charged against the Income and/or Capital Accounts, in accordance with Section 3.05 of the Standard Terms and Conditions of Trust. If the cash balance in the Income and Capital Accounts shall be insufficient to provide for amounts payable pursuant to this Section 3.16, the Trustee shall have the power to sell (i) Securities from the current list of Securities designated to be sold pursuant to Section 5.02 hereof, or (ii) if no such Securities have been so designated, such Securities as the Trustee may see fit to sell in its own discretion, and to apply the proceeds of any such sale in payment of the amounts payable pursuant to this Section 3.16. All moneys payable to the Fund/SERV Unit Servicing Agent pursuant to this Section 3.16 shall be secured by a lien on the Trust prior to the interest of Unit holders, but no such lien shall be prior to any lien in favor of the Trustee under the provisions of Section 6.04 of the Standard Terms and Conditions of Trust. (c) The Fund/SERV Unit Servicing Agent shall be under no liability for any action taken in good faith on any appraisal, paper, order, list, demand, request, consent, affidavit, notice, opinion, direction, evaluation, endorsement, assignment, resolution, draft or other document, whether or not of the same kind, prima facie properly executed, or for the disposition of moneys, pursuant to this Indenture, except by reason of its own negligence, lack of good faith or willful misconduct, provided that the Fund/SERV Unit Servicing Agent shall not in any event be liable or responsible for any evaluation made by the Evaluator. (d) Except as the context otherwise requires, the Fund/SERV Unit Servicing Agent shall be subject to the provisions of Section 4.05 herein in the same manner as it would if it were the Evaluator. (e) The Fund/SERV Unit Servicing Agent shall be indemnified ratably by the affected Trust and held harmless against any loss or liability accruing to it without negligence, bad faith or willful misconduct on its part, arising out of or in connection with the operations of the Trust, including the costs and expenses (including counsel fees) of defending itself against any claim of liability in the premises, including without limitation any loss, liability or expense incurred in acting pursuant to written directions to the Fund/SERV Unit Servicing Agent given by the Trustee or Depositor from time to time in accordance with the provisions of this Indenture or in undertaking actions from time to time which the Fund/SERV Unit Servicing Agent deems necessary in its discretion to protect the Trust and the rights and interests of the Fund/SERV Unit holders pursuant to the terms of this Indenture. (f) The Fund/SERV Unit Servicing Agent shall conduct its operations in a manner that is compatible with the current operational procedures and requirements of the Trustee (including, without limiting the foregoing, the provision and receipt of data in such format and meeting such technical requirements as the Trustee may specify) and shall exercise its best efforts to accommodate any changes in the operational procedures and requirements which the Trustee may make upon prior notice to the Fund/SERV Unit Servicing Agent. The Depositor acknowledges and agrees that the default of the Fund/SERV Unit Servicing Agent in its obligations under this paragraph, or the performance by the Fund/SERV Unit Servicing Agent of its obligations in a manner which shall adversely affect the Trustee's performance of its duties, shall be a sufficient grounds for the Trustee to remove the Fund/SERV Unit Servicing Agent pursuant to Section 3.16(d) and Section 4.05. (g) As used in this Section 3.16, "Fund/SERV Unit holder," when referring to the records of the Trustee, shall mean the Fund/SERV Unit Servicing Agent and, when referring to the records to be maintained by the Fund/SERV Unit Servicing Agent, shall mean each owner of a Fund/SERV Unit identified on the records of the Fund/SERV Unit Servicing Agent." I. Section 4.01(a) and (b) of the Standard Terms and Conditions of Trust shall be amended to include the Fund/SERV Unit Servicing Agent among the parties who are furnished information concerning the Evaluation of each issue of Securities deposited in the Trust and the Trust Fund Evaluation. J. The second sentence of the first paragraph of Section 4.03 shall be replaced with the following: "Such fee may exceed the actual cost of providing such services for the Trust, but at no time will the total amount received by First Trust Advisors, L.P. for rendering the services described in this Section 4.03 and FTP Services LLC for rendering the services described in Section 3.16 to unit investment trusts of which the Depositor is the sponsor in any calendar year exceed the aggregate cost to FTP Services LLC and First Trust Advisors, L.P. of supplying such services in such year. K. Section 4.04 of the Standard Terms and Conditions of Trust shall be amended to include the Fund/SERV Unit Servicing Agent replaced in its entirety by the following: "Section 4.04. Liability of Evaluator. The Trustee, Fund/SERV Unit Servicing Agent, Depositor and the Unit holders may rely on any Evaluation furnished by First Trust Advisors, L.P., acting in its capacity as Evaluator, and shall have no responsibility for the accuracy thereof. The determinations made by the Evaluator hereunder shall be made in good faith upon the basis of the best information available to it. The Evaluator shall be under no liability to the Trustee, Fund/SERV Unit Servicing Agent, Depositor or the Unit holders for errors in judgement; provided, however, that this provision shall not protect the Evaluator against any liability to which it would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties hereunder." L. The second sentence of the first paragraph of Section 5.01 shall be amended to delete subsection (ii) of such sentence and replace it in its entirety with the following: "(ii) amounts representing estimated accrued expenses of such Trust including but not limited to unpaid fees and expenses of the Trustee, the Evaluator, the Portfolio Supervisor, the Fund/SERV Unit Servicing Agent, the Depositor and its counsel, in each case as reported by the Trustee to the Depositor on or prior to the date of Evaluation," M. Section 6.01(c) of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following: "(c) The Trustee shall not be responsible for or in respect of the recitals herein, the validity or sufficiency of this Indenture or for the due execution hereof by the Depositor, the Portfolio Supervisor, the Evaluator, or the Fund/SERV Unit Servicing Agent, or for the form, character, genuineness, sufficiency, value or validity of any of the Securities (except that the Trustee shall be responsible for the exercise of due care in determining the genuineness of Securities delivered to it pursuant to contracts for the purchase of such Securities) or for or in respect of the validity or sufficiency of the Units or of the Certificates (except for the due execution thereof by the Trustee) or for the due execution thereof by the Depositor, and the Trustee shall in no event assume or incur any liability, duty or obligation to any Unit holder, the Fund/SERV Unit Servicing Agent or the Depositor other than as expressly provided for herein. The Trustee shall not be responsible for or in respect of the validity of any signature by or on behalf of the Depositor, the Portfolio Supervisor, the Evaluator or the Fund/SERV Unit Servicing Agent;" N. Section 8.02(b) of the Standard Terms and Conditions of Trust shall be replaced in its entirety with the following: "(b) deduct from the Income Account of such Trust or, to the extent that funds are not available in such Account, from the Capital Account of such Trust, and pay accrued and unpaid fees of the Evaluator, the Portfolio Supervisor, the Fund/SERV Unit Servicing Agent, the Depositor and counsel in connection with such Trust, if any;" O. Section 8.05 of the Standard Terms and Conditions of Trust shall be amended to add the following paragraph immediately preceding the last paragraph of such section: "Any notice, demand, direction or instruction to be given to the Fund/SERV Unit Servicing Agent shall be in writing and shall be duly given if mailed or delivered to the Fund/SERV Unit Servicing Agent at 1001 Warrenville Road, Lisle, Illinois 60532, or at such other address as shall be specified by the Fund/SERV Unit Servicing Agent to the other parties hereto in writing. P. Notwithstanding anything to the contrary in the Standard Terms and Conditions of Trust, the second paragraph in Section 8.02 shall be amended to read as follows: In the event of any termination of the Trust prior to the Mandatory Termination Date, the Trustee shall proceed to liquidate the Securities then held and make the payments and distributions provided for hereinafter in this Section 8.02, except that in such event, the distribution to each Unit holder shall be made in cash and shall be such Unit holder's pro rata interest in the balance of the principal and income accounts after the deductions herein provided. In the event that the Trust shall terminate on or after the Mandatory Termination Date, the Trustee shall, at least thirty days prior to the Mandatory Termination Date, send a written notice to all Unit holders of record. If such Unit holder owns at least the minimum number of Units of Trust set forth in Part II of the Trust Agreement, such notice shall further indicate that such Unit holder may elect to receive an in- kind distribution of their pro rata share of the Securities, to the extent of whole shares. The Trustee will honor duly executed requests for in-kind distributions received (accompanied by the electing Unit holder's Certificate, if issued) by the close of business fifteen business days prior to the Mandatory Termination Date. Unit holders who do not effectively request an in-kind distribution shall receive their distribution upon termination in cash. IN WITNESS WHEREOF, First Trust Portfolios L.P., The Bank of New York and First Trust Advisors L.P. have each caused this Trust Agreement to be executed and the respective corporate seal to be hereto affixed and attested (if applicable) by authorized officers; all as of the day, month and year first above written. FIRST TRUST PORTFOLIOS L.P., Depositor By Jason T. Henry Senior Vice President THE BANK OF NEW YORK, Trustee By Joan Currie Vice President [SEAL] ATTEST: Michael Kuhl Assistant Vice President FIRST TRUST ADVISORS L.P., Evaluator By Jason T. Henry Senior Vice President FIRST TRUST ADVISORS L.P., Portfolio Supervisor By Jason T. Henry Senior Vice President FTP SERVICES LLC, Fund/SERV Unit Servicing Agent By Jason T. Henry Senior Vice President SCHEDULE A TO TRUST AGREEMENT Securities Initially Deposited FT 1155 (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.) SCHEDULE B TO TRUST AGREEMENT FT Series 1155 The Dow Target 5 Portfolio, 3rd Quarter 2006 Series Number of Shares Name of Issuer of Equity Securities Percentage Ratio ______ ___________________________________ ________________ 1,072 T AT&T Inc. 20.5482% 893 GE General Electric Company 17.1171% 1,082 GM General Motors Corporation 20.7399% 1,278 PFE Pfizer Inc. 24.4968% 892 VZ Verizon Communications Inc. 17.0979% ______ _________ 5,217 100.0000% ====== ========= Global Target 15 Portfolio, 3rd Quarter 2006 Series Number of Shares Name of Issuer of Equity Securities Percentage Ratio ______ ___________________________________ ________________ 357 T AT&T Inc. 0.9329% 298 GE General Electric Company 0.7788% 361 GM General Motors Corporation 0.9434% 426 PFE Pfizer Inc. 1.1133% 297 VZ Verizon Communications Inc. 0.7761% 2,282 BT/A LN BT Group Plc 5.9635% 2,060 CPG LN Compass Group Plc 5.3834% 2,027 GKN LN GKN Plc 5.2971% 4,148 RSA LN Royal & Sun Alliance Insurance Group Plc 10.8399% 4,704 VOD LN Vodafone Group Plc 12.2929% 5,138 2388 HK BOC Hong Kong (Holdings) Limited 13.4271% 3,411 1038 HK Cheung Kong Infrastructure Holdings Limited 8.9139% 3,380 267 HK CITIC Pacific Limited 8.8329% 5,758 101 HK Hang Lung Properties Limited 15.0473% 3,619 551 HK Yue Yuen Industrial (Holdings) Limited 9.4575% _______ __________ 38,266 100.0000% ======= ========== The Nasdaq Target 15 Portfolio, 3rd Qtr 2006 Number of Shares Name of Issuer of Equity Securities Percentage Ratio ______ ___________________________________ ________________ 120 AKAM Akamai Technologies, Inc. 2.4860% 134 CHRW C.H. Robinson Worldwide, Inc. 2.7761% 1,860 CSCO Cisco Systems, Inc. 38.5333% 110 CTSH Cognizant Technology Solutions Corporation 2.2788% 170 DISH EchoStar Communications Corporation (Class A) 3.5219% 118 FAST Fastenal Company 2.4446% 86 GRMN Garmin Ltd. 1.7816% 98 JOYG Joy Global Inc. 2.0302% 113 LRCX Lam Research Corporation 2.3410% 281 NVDA NVIDIA Corporation 5.8214% 134 PCAR PACCAR Inc. 2.7761% 54 SIAL Sigma-Aldrich Corporation 1.1187% 591 SPLS Staples, Inc. 12.2436% 600 SBUX Starbucks Corporation 12.4301% 358 TLAB Tellabs, Inc. 7.4166% _____ __________ 4,827 100.0000% ===== ========== NYSE International Target 25 Portfolio, 3rd Quarter 2006 Series Number of Shares Name of Issuer of Equity Securities Percentage Ratio ______ ___________________________________ ________________ 68 PBR Petroleo Brasileiro S.A. (ADR) 1.3127% 252 BCE BCE Inc. 4.8649% 112 ECA EnCana Corp. 2.1622% 148 SLF Sun Life Financial Inc. 2.8571% 115 TD The Toronto-Dominion Bank 2.2201% 274 FTE France Telecom S.A. (ADR) 5.2896% 189 LR Lafarge S.A. 3.6486% 377 AZ Allianz AG (ADR) 7.2780% 133 BAY Bayer AG (ADR) 2.5676% 122 DCX DaimlerChrysler AG 2.3552% 375 DT Deutsche Telekom AG (ADR) 7.2394% 159 EON E.ON AG (ADR) 3.0695% 102 E Eni SpA (ADR) 1.9691% 216 TI Telecom Italia SpA (ADR) 4.1699% 246 NTT Nippon Telegraph & Telephone Corporation (ADR) 4.7490% 406 DCM NTT DoCoMo, Inc. (ADR) 7.8378% 58 TM Toyota Motor Corporation (ADR) 1.1197% 220 ABN ABN AMRO Holding N.V. (ADR) 4.2471% 351 AEG Aegon N.V 6.7761% 154 ING ING Groep N.V. (ADR) 2.9730% 215 NHY Norsk Hydro ASA (ADR) 4.1506% 307 KEP Korea Electric Power Corporation (ADR) 5.9266% 88 PKX POSCO (ADR) 1.6988% 213 REP Repsol YPF, S.A. 4.1120% 280 VOD Vodafone Group Plc (ADR) 5.4054% _____ _________ 5,180 100.0000% ===== ========= S&P Target 24 Portfolio, 3rd Quarter 2006 Series Number of Shares Name of Issuer of Equity Securities Percentage Ratio ______ ___________________________________ ________________ 22 ABN AMRO Holding N.V. (ADR) 0.4664% 80 AT&T Inc. 1.6960% 35 Aegon N.V 0.7420% 28 Agilysys, Inc. 0.5936% 49 Akamai Technologies, Inc. 1.0388% 38 Allianz AG (ADR) 0.8056% 23 American Financial Group, Inc. 0.4876% 45 American Greetings Corporation 0.9540% 58 Amkor Technology, Inc. 1.2296% 232 Aquila, Inc. 4.9184% 217 Archer-Daniels-Midland Company 4.6004% 58 ArvinMeritor, Inc. 1.2296% 18 Atmos Energy Corporation 0.3816% 22 Avista Corporation 0.4664% 25 BCE Inc. 0.5300% 13 Bayer AG (ADR) 0.2756% 21 Beazer Homes USA, Inc. 0.4452% 10 CH Energy Group, Inc. 0.2120% 34 CTS Corporation 0.7208% 8 Carpenter Technology Corporation 0.1696% 33 Central Parking Corporation 0.6996% 15 Christopher & Banks Corporation 0.3180% 48 Cincinnati Financial Corporation 1.0176% 89 Citizens Banking Corporation 1.8868% 43 Comerica Incorporated 0.9116% 19 CommScope, Inc. 0.4028% 24 CONMED Corporation 0.5088% 55 DTE Energy Company 1.1660% 12 DaimlerChrysler AG 0.2544% 37 Deutsche Telekom AG (ADR) 0.7844% 58 The Dow Chemical Company 1.2296% 20 Dress Barn, Inc. 0.4240% 10 Eni SpA (ADR) 0.2120% 16 E.ON AG (ADR) 0.3392% 42 Eastman Chemical Company 0.8904% 11 EnCana Corp. 0.2332% 41 Energy East Corporation 0.8692% 15 EnPro Industries, Inc. 0.3180% 32 Entergy Corporation 0.6784% 24 First American Corporation 0.5088% 30 Flagstar Bancorp, Inc. 0.6360% 27 France Telecom S.A. (ADR) 0.5724% 25 Franklin Bank Corporation 0.5300% 16 Gardner Denver Inc. 0.3392% 35 Garmin Ltd. 0.7420% 16 General Cable Corporation 0.3392% 10 Genesis HealthCare Corporation 0.2120% 22 The Great Atlantic & Pacific Tea Company, Inc. 0.4664% 8 Group 1 Automotive, Inc. 0.1696% 13 The Gymboree Corporation 0.2756% 7 Hansen Natural Corporation 0.1484% 31 Haverty Furniture Companies, Inc. 0.6572% 29 IDACORP, Inc. 0.6148% 12 Infinity Property & Casualty Corporation 0.2544% 15 ING Groep N.V. (ADR) 0.3180% 52 JPMorgan Chase & Co. 1.1024% 19 Kansas City Southern Industries, Inc. 0.4028% 36 Kelly Services, Inc. 0.7632% 17 Kirby Corporation 0.3604% 31 Korea Electric Power Corporation (ADR) 0.6572% 41 LaBranche & Co Inc. 0.8692% 19 Lafarge S.A. 0.4028% 8 LandAmerica Financial Group, Inc. 0.1696% 34 Leucadia National Corporation 0.7208% 40 Lincoln National Corporation 0.8480% 56 The Lubrizol Corporation 1.1872% 97 Lyondell Chemical Company 2.0564% 12 MAF Bancorp, Inc. 0.2544% 15 Steven Madden, Ltd. 0.3180% 27 Marathon Oil Corporation 0.5724% 24 The Marcus Corporation 0.5088% 36 McDermott International, Inc. 0.7632% 23 Media General, Inc. 0.4876% 10 Meritage Homes Corporation 0.2120% 52 Mesa Air Group, Inc. 1.1024% 41 NTT DoCoMo, Inc. (ADR) 0.8692% 23 Nash Finch Company 0.4876% 9 National Presto Industries, Inc. 0.1908% 11 New Century Financial Corporation 0.2332% 25 Nippon Telegraph & Telephone Corporation (ADR) 0.5300% 423 Norsk Hydro ASA (ADR) 8.9676% 33 Ohio Casualty Corporation 0.6996% 46 Old Republic International Corporation 0.9752% 65 ONEOK, Inc. 1.3780% 17 Overseas Shipholding Group, Inc. 0.3604% 22 The PMI Group, Inc. 0.4664% 9 POSCO (ADR) 0.1908% 84 Peabody Energy Corporation 1.7808% 42 Pepco Holdings, Inc. 0.8904% 16 Performance Food Group Company 0.3392% 7 Petroleo Brasileiro S.A. (ADR) 0.1484% 96 Pfizer Inc. 2.0352% 8 Piper Jaffray Companies, Inc. 0.1696% 46 Puget Energy, Inc. 0.9752% 16 Radian Group Inc. 0.3392% 67 Regions Financial Corporation 1.4204% 12 Reliance Steel & Aluminum Co. 0.2544% 21 Repsol YPF, S.A. 0.4452% 31 Rock-Tenn Company (Class A) 0.6572% 18 Ryerson Inc. 0.3816% 84 SCANA Corporation 1.7808% 38 Scholastic Corporation 0.8056% 6 SEACOR SMIT Inc. 0.1272% 19 Select Comfort Corporation 0.4028% 75 Sierra Pacific Resources 1.5900% 19 Skechers U.S.A., Inc. 0.4028% 93 Sky Financial Group, Inc. 1.9716% 22 The J. M. Smucker Company 0.4664% 15 Sun Life Financial Inc. 0.3180% 25 Swift Transportation Co., Inc. 0.5300% 22 Telecom Italia SpA (ADR) 0.4664% 25 Telephone and Data Systems, Inc. 0.5300% 16 Terex Corporation 0.3392% 23 TETRA Technologies, Inc. 0.4876% 20 Tidewater Inc. 0.4240% 38 Toll Brothers, Inc. 0.8056% 12 Too Inc. 0.2544% 12 The Toronto-Dominion Bank 0.2544% 6 Toyota Motor Corporation (ADR) 0.1272% 25 Triad Hospitals, Inc. 0.5300% 10 Triumph Group, Inc. 0.2120% 72 Unisource Energy Corporation 1.5264% 63 Vishay Intertechnology, Inc. 1.3356% 28 Vodafone Group Plc (ADR) 0.5936% 20 WPS Resources Corporation 0.4240% 49 Washington Mutual, Inc. 1.0388% 44 Westar Energy, Inc. 0.9328% 23 YRC Worldwide, Inc. 0.4876% ______ _________ 4717 100.0000% ====== ========= S&P Target SMid 60 Portfolio, 3rd Quarter 2006 Series Number of Shares Issuer of Securities Percentage Ratio _________ ____________________ ________________ 94 Agilysys, Inc. 1.5466% 77 American Financial Group, Inc. 1.2669% 150 American Greetings Corporation 2.4679% 773 Aquila, Inc. 12.7180% 195 ArvinMeritor, Inc. 3.2083% 59 Atmos Energy Corporation 0.9707% 72 Avista Corporation 1.1846% 70 Beazer Homes USA, Inc. 1.1517% 35 CH Energy Group, Inc. 0.5758% 114 CTS Corporation 1.8756% 110 Central Parking Corporation 1.8098% 81 CONMED Corporation 1.3327% 138 Energy East Corporation 2.2705% 49 EnPro Industries, Inc. 0.8062% 79 First American Corporation 1.2998% 101 Flagstar Bancorp, Inc. 1.6617% 82 Franklin Bank Corporation 1.3491% 35 Genesis HealthCare Corporation 0.5758% 72 The Great Atlantic & Pacific Tea Company, Inc. 1.1846% 103 Haverty Furniture Companies, Inc. 1.6946% 97 IDACORP, Inc. 1.5959% 40 Infinity Property & Casualty Corporation 0.6581% 63 Kansas City Southern Industries, Inc. 1.0365% 119 Kelly Services, Inc. 1.9579% 137 LaBranche & Co Inc. 2.2540% 26 LandAmerica Financial Group, Inc. 0.4278% 114 Leucadia National Corporation 1.8756% 39 MAF Bancorp, Inc. 0.6417% 81 The Marcus Corporation 1.3327% 78 Media General, Inc. 1.2833% 34 Meritage Homes Corporation 0.5594% 172 Mesa Air Group, Inc. 2.8299% 75 Nash Finch Company 1.2340% 31 National Presto Industries, Inc. 0.5100% 36 New Century Financial Corporation 0.5923% 110 Ohio Casualty Corporation 1.8098% 155 Old Republic International Corporation 2.5502% 55 Overseas Shipholding Group, Inc. 0.9049% 74 The PMI Group, Inc. 1.2175% 140 Pepco Holdings, Inc. 2.3034% 54 Performance Food Group Company 0.8885% 27 Piper Jaffray Companies, Inc. 0.4442% 155 Puget Energy, Inc. 2.5502% 54 Radian Group Inc. 0.8885% 104 Rock-Tenn Company (Class A) 1.7111% 61 Ryerson Inc. 1.0036% 86 SCANA Corporation 1.4149% 126 Scholastic Corporation 2.0731% 21 SEACOR SMIT Inc. 0.3455% 250 Sierra Pacific Resources 4.1132% 73 The J. M. Smucker Company 1.2011% 84 Telephone and Data Systems, Inc. 1.3820% 68 Tidewater Inc. 1.1188% 126 Toll Brothers, Inc. 2.0731% 85 Triad Hospitals, Inc. 1.3985% 35 Triumph Group, Inc. 0.5758% 211 Vishay Intertechnology, Inc. 3.4715% 67 WPS Resources Corporation 1.1023% 148 Westar Energy, Inc. 2.4350% 78 YRC Worldwide, Inc. 1.2833% ______ _________ 6,078 100.0000% ====== ========= Target Diversified Dividend Portfolio, 3rd Quarter 2006 Series Number of Shares Name of Issuer of Equity Securities Percentage Ratio ______ ___________________________________ ________________ 134 T AT&T Inc. 2.1550% 102 BDG Bandag, Incorporated 1.6404% 158 BCE BCE Inc. 2.5410% 118 BGG Briggs & Stratton Corporation 1.8977% 213 COHU Cohu, Inc. 3.4255% 56 COP ConocoPhillips 0.9006% 165 CTCI CT Communications, Inc. 2.6536% 96 DOW The Dow Chemical Company 1.5439% 156 EAS Energy East Corporation 2.5088% 402 FBP First BanCorp. 6.4651% 65 FRE Freddie Mac 1.0454% 199 FMT Fremont General Corporation 3.2004% 210 FDP Fresh Del Monte Produce Inc. 3.3773% 190 HMA Health Management Associates, Inc. 3.0556% 192 INTC Intel Corporation 3.0878% 79 KBH KB HOME 1.2705% 70 MDC M.D.C. Holdings, Inc. 1.1258% 125 MAS Masco Corporation 2.0103% 103 MRK Merck & Co. Inc. 1.6565% 169 NTE Nam Tai Electronics, Inc. 2.7179% 169 NAFC Nash Finch Company 2.7179% 102 NAT Nordic American Tanker Shipping Limited 1.6404% 58 NOC Northrop Grumman Corporation 0.9328% 68 NUE Nucor Corporation 1.0936% 108 OKE ONEOK, Inc. 1.7369% 130 OMI Owens & Minor, Inc. 2.0907% 170 PAS PepsiAmericas, Inc. 2.7340% 160 PFE Pfizer Inc. 2.5732% 528 PIR Pier 1 Imports, Inc. 8.4915% 93 PNW Pinnacle West Capital Corporation 1.4957% 116 RRD R. R. Donnelley & Sons Company 1.8656% 169 TSG Sabre Holdings Corporation 2.7179% 88 TK Teekay Shipping Corporation 1.4152% 89 TNP Tsakos Energy Navigation Ltd. 1.4313% 100 UVV Universal Corporation 1.6082% 111 VZ Verizon Communications Inc. 1.7851% 550 WHI W Holding Company, Inc. 8.8453% 167 WR Westar Energy, Inc. 2.6858% 60 WY Weyerhaeuser Company 0.9649% 180 WOR Worthington Industries, Inc. 2.8948% ______ __________ 6,218 100.0000% ====== ========== Target Large-Cap Portfolio, 3rd Quarter 2006 Series Number of Shares Name of Issuer of Equity Securities Percentage Ratio ______ ___________________________________ ________________ 267 AES The AES Corporation 7.7436% 71 ATI Allegheny Technologies, Inc. 2.0592% 112 ASD American Standard Companies Inc. 3.2483% 151 ABI Applera Corporation-Applied Biosystems Group 4.3794% 123 BAM Brookfield Asset Management Inc. 3.5673% 95 CHRW C.H. Robinson Worldwide, Inc. 2.7552% 134 CPB Campbell Soup Company 3.8863% 67 CAT Caterpillar Inc. 1.9432% 10 CME The Chicago Mercantile Exchange 0.2900% 73 CTSH Cognizant Technology Solutions Corporation 2.1172% 82 CL Colgate-Palmolive Company 2.3782% 107 CNX CONSOL Energy Inc. 3.1032% 93 ECA EnCana Corp. 2.6972% 167 FSL/B Freescale Semiconductor Inc. 4.8434% 46 GRMN Garmin Ltd. 1.3341% 73 JCP J.C. Penney Company, Inc. 2.1172% 97 JOYG Joy Global Inc. 2.8132% 228 KR The Kroger Co. 6.6125% 194 LTD Limited Brands 5.6265% 59 MRO Marathon Oil Corporation 1.7111% 136 WFR MEMC Electronic Materials, Inc. 3.9443% 230 NVDA NVIDIA Corporation 6.6705% 48 OXY Occidental Petroleum Corporation 1.3921% 119 RHI Robert Half International Inc. 3.4513% 89 COL Rockwell Collins, Inc. 2.5812% 77 SLB Schlumberger Limited 2.2332% 224 STX Seagate Technology 6.4965% 130 SBUX Starbucks Corporation 3.7703% 62 SU Suncor Energy, Inc. 1.7981% 84 TXU TXU Corp. 2.4362% ______ ___________ 3,448 100.0000% ====== =========== Target Small-Cap Portfolio, 3rd Quarter 2006 Series Number of Shares Name of Issuer of Equity Securities Percentage Ratio ______ ___________________________________ ________________ 207 AEIS Advanced Energy Industries, Inc. 3.5628% 143 ADVS Advent Software, Inc. 2.4613% 115 ANST Ansoft Corporation 1.9793% 100 AAWW Atlas Air Worldwide Holdings, Inc. 1.7212% 98 ATLS Atlas America, Inc. 1.6867% 207 BLKB Blackbaud, Inc. 3.5628% 248 CELL Brightpoint, Inc. 4.2685% 142 CSH Cash America International, Inc. 2.4441% 367 CBIZ CBIZ, Inc. 6.3167% 107 CHIC Charlotte Russe Holding Inc. 1.8417% 178 CBK Christopher & Banks Corporation 3.0637% 94 CLHB Clean Harbors, Inc. 1.6179% 106 ECLG eCollege.com 1.8244% 184 HUBG Hub Group, Inc. 3.1670% 78 KEYS Keystone Automotive Industries, Inc. 1.3425% 70 LUFK Lufkin Industries, Inc. 1.2048% 124 MTLM Metal Management, Inc. 2.1343% 167 MINI Mobile Mini, Inc. 2.8744% 116 MFLX Multi-Fineline Electronix, Inc. 1.9966% 99 NCS NCI Building Systems, Inc. 1.7040% 94 NETL Netlogic Microsystems Inc. 1.6179% 108 NSS NS Group, Inc. 1.8589% 99 OPLK Oplink Communications, Inc. 1.7040% 154 PZZA Papa John's International, Inc. 2.6506% 76 RSTI Rofin-Sinar Technologies, Inc. 1.3081% 106 RTI RTI International Metals, Inc. 1.8244% 259 SCSS Select Comfort Corporation 4.4578% 122 SKX Skechers U.S.A., Inc. 2.0998% 93 SPSS SPSS Inc. 1.6007% 96 SPSX Superior Essex Inc. 1.6523% 188 SYKE Sykes Enterprises, Incorporated 3.2358% 72 TRMA Trico Marine Services, Inc. 1.2392% 285 TRID Trident Microsystems, Inc. 4.9053% 197 TTMI TTM Technologies, Inc. 3.3907% 192 RMIX U.S. Concrete, Inc. 3.3046% 122 VMI Valmont Industries, Inc. 2.0998% 264 WEBM webMethods, Inc. 4.5439% 140 OATS Wild Oats Markets, Inc. 2.4096% 107 WWE World Wrestling Entertainment, Inc. 1.8417% 86 ZIGO Zygo Corporation 1.4802% ______ _________ 5,810 100.0000% ====== ========= Target Triad Portfolio, 3rd Quarter 2006 Series Number of Shares Name of Issuer of Equity Securities Percentage Ratio ______ ___________________________________ ________________ 18 PBR Petroleo Brasileiro S.A. (ADR) 0.1515% 67 BCE BCE Inc. 0.5641% 30 ECA EnCana Corp. 0.2526% 39 SLF Sun Life Financial Inc. 0.3283% 31 TD The Toronto-Dominion Bank 0.2610% 73 FTE France Telecom S.A. (ADR) 0.6146% 51 LR Lafarge S.A. 0.4294% 101 AZ Allianz AG (ADR) 0.8503% 35 BAY Bayer AG (ADR) 0.2947% 33 DCX DaimlerChrysler AG 0.2778% 100 DT Deutsche Telekom AG (ADR) 0.8419% 42 EON E.ON AG (ADR) 0.3536% 27 E Eni SpA (ADR) 0.2273% 58 TI Telecom Italia SpA (ADR) 0.4883% 66 NTT Nippon Telegraph & Telephone Corporation (ADR) 0.5556% 108 DCM NTT DoCoMo, Inc. (ADR) 0.9092% 15 TM Toyota Motor Corporation (ADR) 0.1263% 59 ABN ABN AMRO Holding N.V. (ADR) 0.4967% 94 AEG Aegon N.V 0.7914% 41 ING ING Groep N.V. (ADR) 0.3452% 57 NHY Norsk Hydro ASA (ADR) 0.4799% 82 KEP Korea Electric Power Corporation (ADR) 0.6904% 23 PKX POSCO (ADR) 0.1936% 57 REP Repsol YPF, S.A. 0.4799% 75 VOD Vodafone Group Plc (ADR) 0.6314% 107 T AT&T Inc. 0.9008% 81 BDG Bandag, Incorporated 0.6819% 126 BCE BCE Inc. 1.0608% 95 BGG Briggs & Stratton Corporation 0.7998% 171 COHU Cohu, Inc. 1.4396% 45 COP ConocoPhillips 0.3789% 132 CTCI CT Communications, Inc. 1.1113% 77 DOW The Dow Chemical Company 0.6483% 124 EAS Energy East Corporation 1.0439% 322 FBP First BanCorp. 2.7109% 52 FRE Freddie Mac 0.4378% 159 FMT Fremont General Corporation 1.3386% 168 FDP Fresh Del Monte Produce Inc. 1.4144% 152 HMA Health Management Associates, Inc. 1.2797% 154 INTC Intel Corporation 1.2965% 63 KBH KB HOME 0.5304% 56 MDC M.D.C. Holdings, Inc. 0.4715% 100 MAS Masco Corporation 0.8419% 83 MRK Merck & Co. Inc. 0.6988% 135 NTE Nam Tai Electronics, Inc. 1.1366% 135 NAFC Nash Finch Company 1.1366% 82 NAT Nordic American Tanker Shipping Limited 0.6904% 46 NOC Northrop Grumman Corporation 0.3873% 54 NUE Nucor Corporation 0.4546% 87 OKE ONEOK, Inc. 0.7324% 104 OMI Owens & Minor, Inc. 0.8756% 136 PAS PepsiAmericas, Inc. 1.1450% 128 PFE Pfizer Inc. 1.0776% 422 PIR Pier 1 Imports, Inc. 3.5528% 74 PNW Pinnacle West Capital Corporation 0.6230% 93 RRD R. R. Donnelley & Sons Company 0.7830% 135 TSG Sabre Holdings Corporation 1.1366% 71 TK Teekay Shipping Corporation 0.5977% 71 TNP Tsakos Energy Navigation Ltd. 0.5977% 80 UVV Universal Corporation 0.6735% 89 VZ Verizon Communications Inc. 0.7493% 440 WHI W Holding Company, Inc. 3.7043% 133 WR Westar Energy, Inc. 1.1197% 48 WY Weyerhaeuser Company 0.4041% 144 WOR Worthington Industries, Inc. 1.2123% 427 AES The AES Corporation 3.5949% 113 ATI Allegheny Technologies, Inc. 0.9513% 180 ASD American Standard Companies Inc. 1.5154% 241 ABI Applera Corporation-Applied Biosystems Group 2.0290% 196 BAM Brookfield Asset Management Inc. (5) 1.6501% 152 CHRW C.H. Robinson Worldwide, Inc. 1.2797% 215 CPB Campbell Soup Company 1.8101% 106 CAT Caterpillar Inc. 0.8924% 16 CME The Chicago Mercantile Exchange 0.1347% 117 CTSH Cognizant Technology Solutions Corporation 0.9850% 132 CL Colgate-Palmolive Company 1.1113% 172 CNX CONSOL Energy Inc. 1.4481% 150 ECA EnCana Corp. (5) 1.2628% 267 FSL/B Freescale Semiconductor Inc. 2.2479% 74 GRMN Garmin Ltd. (5) 0.6230% 117 JCP J.C. Penney Company, Inc. 0.9850% 155 JOYG Joy Global Inc. 1.3049% 365 KR The Kroger Co. 3.0729% 310 LTD Limited Brands 2.6099% 95 MRO Marathon Oil Corporation 0.7998% 218 WFR MEMC Electronic Materials, Inc. 1.8353% 369 NVDA NVIDIA Corporation 3.1066% 77 OXY Occidental Petroleum Corporation 0.6483% 191 RHI Robert Half International Inc. 1.6080% 143 COL Rockwell Collins, Inc. 1.2039% 124 SLB Schlumberger Limited 1.0439% 359 STX Seagate Technology 3.0224% 208 SBUX Starbucks Corporation 1.7511% 99 SU Suncor Energy, Inc. (5) 0.8335% 134 TXU TXU Corp. 1.1281% ______ _________ 11,878 100.0000% ====== ========= Target VIP Conservative, 3rd Qtr 2006 Number of Shares Name of Issuer of Equity Securities Percentage Ratio ______ ___________________________________ ________________ 243 C Citigroup Inc. 1.2421% 286 DD E.I. du Pont de Nemours and Company 1.4619% 190 XOM Exxon Mobil Corporation 0.9712% 297 HON Honeywell International Inc. 1.5182% 614 INTC Intel Corporation 3.1386% 153 IBM International Business Machines Corporation 0.7821% 331 MRK Merck & Co. Inc. 1.6920% 505 MSFT Microsoft Corporation 2.5814% 511 PFE Pfizer Inc. 2.6121% 398 DIS The Walt Disney Company 2.0345% 95 T AT&T Inc. 0.4856% 79 GE General Electric Company 0.4038% 96 GM General Motors Corporation 0.4907% 114 PFE Pfizer Inc. 0.5827% 79 VZ Verizon Communications Inc. 0.4038% 614 BT/A LN BT Group Plc 3.1386% 555 CPG LN Compass Group Plc 2.8370% 544 GKN LN GKN Plc 2.7808% 1,113 RSA LN Royal & Sun Alliance Insurance Group Plc 5.6893% 1,266 VOD LN Vodafone Group Plc 6.4714% 1,381 2388 HK BOC Hong Kong (Holdings) Limited 7.0592% 915 1038 HK Cheung Kong Infrastructure Holdings Limited 4.6772% 913 267 HK CITIC Pacific Limited 4.6670% 1,565 101 HK Hang Lung Properties Limited 7.9998% 972 551 HK Yue Yuen Industrial (Holdings) Limited 4.9686% 468 A Agilent Technologies, Inc. 2.3923% 296 ABI Applera Corporation-Applied Biosystems Group 1.5131% 514 AV Avaya Inc. 2.6274% 16 BHI Baker Hughes Incorporated 0.0818% 64 CPB Campbell Soup Company 0.3271% 265 CINF Cincinnati Financial Corporation 1.3546% 79 CL Colgate-Palmolive Company 0.4038% 113 DUK Duke Energy Corporation 0.5776% 283 XOM Exxon Mobil Corporation 1.4466% 293 GPS The Gap, Inc. 1.4977% 315 RX IMS Health Incorporated 1.6102% 191 INTU Intuit Inc. 0.9763% 84 JCP J.C. Penney Company, Inc. 0.4294% 443 MCO Moody's Corporation 2.2645% 20 OXY Occidental Petroleum Corporation 0.1022% 111 PCAR PACCAR Inc. 0.5674% 254 PEP PepsiCo, Inc. 1.2984% 36 PPL PPL Corporation 0.1840% 117 ROK Rockwell Automation, Inc. 0.5981% 115 COL Rockwell Collins, Inc. 0.5878% 262 SBUX Starbucks Corporation 1.3393% 152 TMK Torchmark Corporation 0.7770% 43 TXU TXU Corp. 0.2198% 163 WAT Waters Corporation 0.8332% 43 AKAM Akamai Technologies, Inc.* 0.2198% 52 AMKR Amkor Technology, Inc.* 0.2658% 193 ADM Archer-Daniels-Midland Company 0.9866% 7 CRS Carpenter Technology Corporation 0.0358% 14 CBK Christopher & Banks Corporation 0.0716% 17 CTV CommScope, Inc.* 0.0869% 18 DBRN Dress Barn, Inc.* 0.0920% 15 GDI Gardner Denver Inc.* 0.0767% 31 GRMN Garmin Ltd. (5) 0.1585% 14 BGC General Cable Corporation* 0.0716% 8 GPI Group 1 Automotive, Inc.* 0.0409% 12 GYMB The Gymboree Corporation* 0.0613% 6 HANS Hansen Natural Corporation* 0.0307% 15 KEX Kirby Corporation* 0.0767% 32 MDR McDermott International, Inc.* 0.1636% 358 NHY Norsk Hydro ASA (ADR) (5) 1.8300% 75 BTU Peabody Energy Corporation 0.3834% 11 RS Reliance Steel & Aluminum Co. 0.0562% 18 SCSS Select Comfort Corporation* 0.0920% 17 SKX Skechers U.S.A., Inc.* 0.0869% 14 SHOO Steven Madden, Ltd. 0.0716% 22 SWFT Swift Transportation Co., Inc.* 0.1125% 14 TEX Terex Corporation* 0.0716% 20 TTI TETRA Technologies, Inc.* 0.1022% 11 TOO Too Inc.* 0.0562% ______ _________ 19,563 100.0000% ====== =========