EXHIBIT 1.1
MATRIX UNIT TRUST, SERIES 3
TRUST AGREEMENT
Dated: November 22, 2002
This Trust Agreement among Matrix Capital Group, Inc., as Depositor,
Evaluator and Supervisor, and JPMorgan Chase Bank, as Trustee, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust For Matrix Unit Trust,
Effective for Unit Investment Trusts Investing in Equity Securities and U.S.
Treasury Bonds Established On and After November 22, 2002 (Including Matrix
Unit Trust, Series 3 and Subsequent Series)" (the "Standard Terms and Conditions
of Trust") and such provisions as are set forth in full and such provisions as
are incorporated by reference constitute a single instrument. All references
herein to Articles and Sections are to Articles and Sections of the Standard
Terms and Conditions of Trust.
WITNESSETH THAT:
In consideration of the premises and of the mutual agreements herein
contained, the Depositor, Trustee, Evaluator and Supervisor agree as follows:
PART I
STANDARD TERMS AND CONDITIONS OF TRUST
Subject to the provisions of Part II hereof, all the provisions contained
in the Standard Terms and Conditions of Trust are herein incorporated by
reference in their entirety and shall be deemed to be a part of this instrument
as fully and to the same extent as though said provisions had been set forth in
full in this instrument.
PART II
SPECIAL TERMS AND CONDITIONS OF TRUST
The following special terms and conditions are hereby agreed to:
1. The Securities listed in the Schedules hereto have been deposited in
trust under this Trust Agreement.
2. The fractional undivided interest in and ownership of the Trust
represented by each Unit thereof is a fractional amount, the numerator of which
is one and the denominator of which is the amount set forth under "Understanding
Your Investment-Statement of Net Assets-Number of Units" in the Prospectus for
the Trust.
3. The aggregate number of Units described in Section 2.03(a) for the Trust
is that number of Units set forth under "Understanding Your Investment-Statement
of Net Assets-Number of Units" in the Prospectus for the Trust.
4. The term "Distribution Date" shall mean the "Distribution Dates" set
forth under "Investment Summary-Essential Information" in the Prospectus for the
Trust.
5. The term "Record Date" shall mean the "Record Dates" set forth under
"Investment Summary-Essential Information" in the Prospectus for the Trust.
6. The Depositor's annual compensation as set forth under Section 3.13
shall be that dollar amount per 100 Units set forth under "Investment
Summary-Fees and Expenses-Annual Operating Expenses-Supervisory, Evaluation and
Administration fees" in the Prospectus for the Trust.
7. The Trustee's annual compensation as set forth under Section 7.04, shall
be $0.0105 per Unit.
8. The first paragraph of Section 3.11 shall be replaced in its entirety by
the following:
Section 3.11. Notice to Depositor. In the event that the Trustee shall have
been notified at any time of any action to be taken or proposed to be taken
by holders of the Securities (including but not limited to the making of
any demand, direction, request, giving of any notice, consent or waiver or
the voting with respect to any matter relating to the Securities), the
Trustee shall promptly notify the Depositor and shall thereupon (i) take
such action or refrain from taking any action with respect to the Equity
Securities so as to insure that the Equity Securities are voted as closely
as possible in the same manner and the same general proportion, with
respect to all issues, as are shares of such Equity Securities that are
held by owners other than the Trust and (ii) take such action or refrain
from taking any action with respect to the Zero Coupon Obligations as the
Depositor shall in writing direct; provided, however, that if the Depositor
shall not within five Business Days of the giving of such notice to the
Depositor direct the Trustee to take or refrain from taking any action with
respect to the Zero Coupon Obligations, the Trustee shall take such action
or refrain from taking any action as it, in its sole discretion, shall deem
advisable with respect to the Zero Coupon Obligations.
-2-
IN WITNESS WHEREOF, the undersigned have caused this Trust Agreement to be
executed; all as of the day, month and year first above written.
MATRIX CAPITAL GROUP, INC.
By /s/ XXXX X. XXXXXXXX
-----------------------------------
President, Funds Division
CORPORATE ACKNOWLEDGMENT
STATE OF ____________ }
}ss.
COUNTY OF ___________ }
On this __ day of __________, 2002, before me, __________________________,
personally came Xxxx X. Xxxxxxxx, to me known, who, being by me duly sworn, did
depose and say that he resides in Wichita, Kansas; that he is the President,
Funds Division of the Matrix Capital Group, Inc., the corporation described in
and which executed the above instrument; and that he signed his name thereto by
authority of the board of directors of said corporation.
______________________________________
Notary Public
(Notarial Seal)
RPL 309 - Corporate-no seal
JPMORGAN CHASE BANK
By /s/ XXXXXXX XXXXXXX
-----------------------------------
Vice President
CORPORATE ACKNOWLEDGMENT
STATE OF ____________ }
}ss.
COUNTY OF ___________ }
On this __ day of __________, 2002, before me, __________________________,
personally came Xxxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did
depose and say that she resides in Brooklyn, New York; that she is a Vice
President of the JPMorgan Chase Bank, the corporation described in and which
executed the above instrument; and that she signed her name thereto by authority
of the board of directors of said corporation.
______________________________________
Notary Public
(Notarial Seal)
RPL 309 - Corporate-no seal
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
MATRIX UNIT TRUST, SERIES 3
Incorporated herein by this reference and made a part hereof
is the schedule set forth under "Schedule of Investments" in the Prospectus for
the Trust.
