EXHIBIT 1.1
MATRIX UNIT TRUST, SERIES 1
TRUST AGREEMENT
Dated: May 21, 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 Mortgage-Backed Securities of
the Modified Pass-Through Type guaranteed by the Government National Mortgage
Association Established On and After May 21, 2002 (Including Matrix Unit Trust,
Series 1 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 "First Settlement Date" shall mean the third Business Day
following the Initial Date of Deposit.
5. The term "Monthly Distribution Date" shall mean the "Distribution
Dates" set forth under "Investment Summary-Essential Information" in the
Prospectus for the Trust.
6. The term "Monthly Record Date" shall mean the "Record Dates" set forth
under "Investment Summary-Essential Information" in the Prospectus for the
Trust.
7. The Depositor's annual compensation as set forth under Section 3.14
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.
8. The Trustee's annual compensation as set forth under Section 7.04,
shall be $0.0095 per Unit.
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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
JPMORGAN CHASE BANK
By /s/ XXXX X. XXXXXX
Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
MATRIX UNIT TRUST, SERIES 1
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.
