Dated: February 22, 2021
Agreement among First Trust Portfolios L.P., as Depositor, The Bank of New York Mellon, as Trustee, First Trust Advisors L.P.,
as Evaluator and Portfolio Supervisor, sets forth certain provisions in full and incorporates other provisions by reference to
the document entitled "Standard Terms and Conditions of Trust for FT 4484 and certain subsequent Series, Effective: November
6, 2013" as amended by Amendment dated September 5, 2017 (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.
of the premises and of the mutual agreements herein contained, the Depositor, the Trustee, the Evaluator, the Portfolio Supervisor
agree as follows:
STANDARD TERMS AND CONDITIONS
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. Facsimile or electronic signatures (including
signatures in Portable Document Format (PDF)) to this Trust Agreement shall be acceptable and binding, and this Trust Agreement
may be delivered by facsimile or other electronic means (including by electronic mail or a designated document storage website).
SPECIAL TERMS AND CONDITIONS OF
TACTICAL ALPHA PORTFOLIO, SERIES 28
special terms and conditions are hereby agreed to:
Securities initially deposited in the Trust pursuant to Section 2.01 of the Standard Terms and Conditions of Trust are set
forth in Schedule A hereto.
aggregate number of Units delivered by the Trustee on the Initial Date of Deposit in exchange for the Securities pursuant to Section
2.03 of the Standard Terms and Conditions of Trust 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."
confirming the ownership of this number of Units for the Trust is being delivered by the Trustee to the Depositor pursuant to Section 2.03
of the Standard Terms and Conditions of Trust.
Record Date shall be as set forth in the Prospectus under "Summary of Essential Information." The Trustee shall pay the
amounts specified in Part I of Section 3.05 of the Standard Terms and Conditions of Trust which have accrued as of the last Business
Day of each calendar month on or shortly after such Business Day, provided, however, that fees and expenses accrued during the
initial offering period, as determined in Section 4.01 of the Indenture (such fees to be computed on the largest number of Units
outstanding during the period for which paid) shall be paid as provided in the following sentence. Fees payable pursuant to Section
4.03 shall be paid on, or shortly after, the last Business Day of each calendar month, and fees paid to the Trustee shall be paid
on or shortly after the calendar month in which the initial offering period ends, together with any accrual of fees and expenses
during such calendar month after the initial offering period ends. Fees accrued during such month after the end of the initial
offering period shall be computed on the number of Units outstanding at the opening of business on the Business Day immediately
following the date on which the initial offering period ends.
Distribution Date shall be the 25th day of the month in which the related Record Date occurs.
Mandatory Termination Date for the Trust shall be as set forth in the Prospectus under "Summary of Essential Information."
Trust Advisors L.P.'s compensation as referred to in Section 4.03 of the Standard Terms and Conditions of Trust and shall
be an annual fee in the amount of $.0080 per Unit.
Trustee's compensation rate pursuant to Section 6.04 of the Standard Terms and Conditions of Trust shall be an annual fee
in the amount of $.0096 per Unit. However, in no event shall the Trustee receive compensation in any one year from any Trust of
less than $2,000.
Initial Date of Deposit for the Trust is February 22, 2021.
is no minimum amount of Securities to be sold by the Trustee pursuant to Section 5.02 of the Indenture for the redemption
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. No in-kind distribution requests submitted during the 10 Business Days prior to
the Trust’s Mandatory Termination Date will be honored.
Unit holder will be eligible for an in-kind distribution of Securities pursuant to Section 8.02.
second paragraph of Section 3.02 of the Standard Terms and Conditions of Trust shall be amended to read as follows:
respect to any Trust which is a widely held fixed investment trust as defined in Treas. Reg. Section 1.671-5(b)(22), any non-cash
distributions received by a Trust shall be sold to the extent they would be treated as dividend or interest income under the Internal
Revenue Code and the proceeds shall be credited to the Income Account. Except as provided in the preceding sentence, non-cash distributions
received by a Trust (other than a non-taxable distribution of the shares of the distributing corporation which shall be retained
by a Trust) shall be dealt with in the manner described in Section 3.11 hereof, and shall be retained or disposed of by such Trust
according to those provisions and the proceeds thereof shall be credited to the Capital Account. Neither the Trustee nor the Depositor
shall be liable or responsible in any way for depreciation or loss incurred by reason of any such sale.”
anything to the contrary in the Standard Terms and Conditions of Trust, Section 3.18 shall be replaced with the following:
3.18. Authority of Portfolio Supervisor to Cause the Purchase or Sale or Depositor to Purchase or Sell Securities for the Account
of the Trust. Whenever in the Indenture it is provided that the Trustee or the Depositor shall purchase or sell Securities, the
Portfolio Supervisor is authorized to, and shall, cause the Securities to be purchased or sold, for the account of the Trust.
Should the Portfolio Supervisor fail to cause such purchase or sale, the Depositor shall effect the purchase or sale, and the
Trustee shall purchase or sell Securities only in the event that the Trustee would otherwise be directed to make the purchase
or sale pursuant to the provisions of the Indenture and both the Portfolio Supervisor and the Depositor have failed to make or
cause such purchase or sale. Neither the Trustee nor the Depositor shall have any responsibility or liability for any purchase
or sale of Securities caused by the Portfolio Supervisor and the Trustee shall have no responsibility or liability for any purchase
or sale of Securities made by the Depositor or for any failure of the Portfolio Supervisor or Depositor to make, or cause, any
purchase or sale required by this Section or otherwise by the Indenture.”
following paragraph shall be added at the end of Section 8.02 of the Standard Terms and Conditions of Trust:
of the Trustee, the Depositor or the Portfolio Supervisor shall have any liability to any Unit holder or any other person for the
failure to reserve funds for claims which were not reasonably foreseeable based on the facts known to them at the time a Trust
terminates. None of the Trustee, the Depositor or the Portfolio Supervisor, or their respective officers, directors, trustees,
shareholders, agents, partners or employees, shall be personally liable to any person for liabilities arising from the administration
of a Trust or from its assets; for all such liabilities, persons transacting with the Trustee, the Depositor or the Portfolio Supervisor,
acting in their fiduciary or other representative capacity for the account of the Trust, shall have recourse solely to the assets
of the Trust then in the custody of the Trustee or other custodian of Trust assets.”
anything to the contrary in the Standard Terms and Conditions of Trust, Section 3.07(k) shall be replaced with the following:
that such sale is necessary for the Trust to comply with such federal and/or state laws, regulations and/or regulatory actions
and interpretations which may be in effect from time to time.”
WHEREOF, First Trust Portfolios L.P., The Bank of New York Mellon 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.,
Trust Advisors L.P.,
Evaluator and Portfolio Supervisor
By /s/ Elizabeth H.
Senior Vice President of:
First Trust Portfolios
First Trust Advisors
THE BANK OF NEW YORK MELLON, Trustee
By /s/ Joan A. Currie
/s/ Ann S. Hom
SCHEDULE A TO TRUST AGREEMENT
Securities Initially Deposited
herein and made a part hereof for the Trust is the "Schedule of Investments" for the Trust as set forth in the Prospectus.)