EXHIBIT 1.1
ELKHORN UNIT TRUST, SERIES 5
REFERENCE TRUST AGREEMENT
Dated: August 4, 2015
This Reference Trust Agreement among Elkhorn Securities, LLC, as
Depositor, Elkhorn Investments, LLC, as Evaluator and Supervisor, and The Bank
of New York Mellon, 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 Elkhorn Unit Trusts, Effective for Unit
Investment Trusts Investing in Equity Securities Established On and After
January 13, 2015" (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 a 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 "Statement of
Financial Condition-Number of Units" in the Prospectus for the Trust.
3. The aggregate number of Units described in Section 2.03(a) for a Trust
is that number of Units set forth under "Statement of Financial Condition-Number
of Units" in the Prospectus for the Trust.
4. The term "Deferred Sales Charge Payment Dates" shall mean the dates
specified the payment of the deferred sales charge and the Creation and
Development fee under "Fee Table" in the Prospectus for each Trust.
5. The term "Distribution Date" shall mean the "Distribution Date" set
forth under "Essential Information" in the Prospectus for each Trust.
6. The term "Mandatory Termination Date" shall mean the "Termination Date"
set forth under "Essential Information" in the Prospectus for each Trust.
7. The term "Record Date" shall mean the "Record Date" set forth under
"Essential Information" in the Prospectus for each Trust.
8. Section 1.01(1) of the Standard Terms and Conditions of Trust is
replaced in its entirety with the following:
"'Depositor' shall mean Elkhorn Securities, LLC and its successors in
interest, or any successor depositor appointed as hereinafter provided."
9. The Depositor's annual compensation shall be the amount set forth under
"Fee Table" in the Prospectus.
10. The Trustee's annual compensation shall be the amount set forth under
"Fee Table" in the Prospectus.
11. The Supervisor's annual compensation shall be the amount set forth
under "Fee Table" in the Prospectus.
12. The Evaluator's annual compensation shall be the amount set forth
under "Fee Table" in the Prospectus.
This Trust Agreement shall be deemed effective when executed and delivered
by the Sponsor and the Trustee.
IN WITNESS WHEREOF, the undersigned have caused this Trust Agreement to be
executed; all as of the day, month and year first above written.
ELKHORN SECURITIES, LLC
By /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx, Chief Executive Officer
ELKHORN INVESTMENTS, LLC
By /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx, Chief Executive Officer
THE BANK OF NEW YORK MELLON, TRUSTEE
By /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx, Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
ELKHORN UNIT TRUST, SERIES 5
Incorporated herein by this reference and made a part hereof is the
schedule set forth under "Trust Portfolio" in the Prospectus for the Trust.
