Exhibit A(1)(a)
MATRIX DEFINED TRUSTS 1
TRUST AGREEMENT
Dated: [_________], 2008
This Trust Agreement among Matrix Capital Group, Inc., as Depositor,
Evaluator and Supervisor, and The Bank of New York, 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 Defined
Trusts, Effective for Unit Investment Trusts Investing in Equity Securities
Established On and After [__________], 2008" (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 "Statements 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 for deferred sales fee installments under "Fees Table" in the
Prospectus for each Trust.
5. The term "Distribution Date" shall mean the "Distribution Dates" 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 Dates" 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 Matrix Capital Group, Inc. and its successors in
interest, or any successor depositor appointed as hereinafter provided."
9. Section 1.01(3) of the Standard Terms and Conditions of Trust is
replaced in its entirety with the following:
"'Evaluator' shall mean Matrix Capital Group, Inc., and its successors in
interest, or any successor evaluator appointed as hereinafter provided."
10. Section 1.01(4) of the Standard Terms and Conditions of Trust is
replaced in its entirety with the following:
"'Supervisor' shall mean Matrix Capital Group, Inc., and its successors in
interest, or any successor evaluator appointed as hereinafter provided."
11. The Depositor's annual compensation as set forth under Section 3.13
shall be that dollar amount per 100 Units set forth under "Fees Table--Annual
Operating expenses--Supervisory, evaluation and administration fees" in the
Prospectus for each Trust.
12. The Trustee's annual compensation as set forth under Section 7.04 shall
be $0.[_____] 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
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President
CORPORATE ACKNOWLEDGMENT
STATE OF NEW YORK }
}ss.
COUNTY OF NEW YORK }
On the [_____]th day of [_______] in the year 2008, before me personally
came ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, to me known, who, being by me duly sworn, did depose and
say that he resides in New York, New York; that he is President, of 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 Section 309 - Corporate-no seal
THE BANK OF NEW YORK
By
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Vice President
CORPORATE ACKNOWLEDGMENT
STATE OF NEW YORK }
}ss.
COUNTY OF NEW YORK }
On the [_______]th day of [_________] in the year 2008, before me
personally came [_____________] to me known, who, being by me duly sworn, did
depose and say that he resides in [___________], New York; that he is a Vice
President of The Bank of New York, the company described in and which executed
the above instrument; and that he signed his name thereto by authority of the
board of directors of said company.
--------------------------------
Notary Public
(Notarial Seal)
RPL Section 309 - Corporate-no seal
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SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
MATRIX DEFINED TRUSTS 1
Incorporated herein by this reference and made a part hereof
is the schedule set forth under "Portfolio" in the Prospectus for each Trust.