EXHIBIT 1.1
MATRIX UNIT TRUST, SERIES 2
TRUST AGREEMENT
Dated: October 9, 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 Established
On and After October 9, 2002 (Including Matrix Unit Trust, Series 2 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 amendment or supplement to any indenture,
resolution, agreement or other instrument under or pursuant to which the
Securities have been issued), the Trustee shall promptly notify the
Depositor and shall thereupon take such action or refrain from taking any
action 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 Securities that are held by owners
other than the Trust.
-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, __________________________,
the undersigned officer, personally appeared Xxxx X. Xxxxxxxx, known personally
to me to be the President, Funds Division, respectively, of the above named
corporation, and that he, as such officer, being authorized so to do, executed
the foregoing instrument for the purposes therein contained, by signing the
name of the corporation by himself as such officer.
IN WITNESS WHEREOF I have hereunto set my hand and official seal.
______________________________________
Notary Public
My Commission expires:
(NOTARIAL SEAL)
JPMORGAN CHASE BANK
By /s/ XXXXXXX XXXXXXX
-----------------------------------
Vice President
CORPORATE ACKNOWLEDGMENT
STATE OF ____________ }
}ss.
COUNTY OF ___________ }
On this __ day of __________, 2002, before me, __________________________,
the undersigned officer, personally appeared Xxxxxxx Xxxxxxx, known personally
to me to be the Vice President, respectively, of the above named corporation,
and that she, as such officer, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name
of the corporation by herself as such officer.
IN WITNESS WHEREOF I have hereunto set my hand and official seal.
______________________________________
Notary Public
My Commission expires:
(NOTARIAL SEAL)
-2-
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
MATRIX UNIT TRUST, SERIES 2
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.
