EXHIBIT 1.1
MATRIX DEFINED TRUSTS 15
TRUST AGREEMENT
Dated: February 1, 2010
This Trust Agreement among Matrix Capital Group, Inc., as Depositor,
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 Matrix
Defined Trusts, Effective for Unit Investment Trusts Investing in Equity
Securities Established On and After July 2, 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 Schedule 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. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, all Units will be held in uncertificated form and
Unitholders may not request a certificate representing his or her Units.
4. 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" for the Trust in the Prospectus.
5. The term "Deferred Sales Charge Payment Dates" shall mean the dates
specified for deferred sales fee installments under "Fee Table" for each Trust
in the Prospectus.
6. The term "Distribution Date" shall mean the "Distribution Dates" set
forth under "Essential Information" for each Trust in the Prospectus.
7. The term "Mandatory Termination Date" shall mean the "Termination Date"
set forth under "Essential Information" for each Trust in the Prospectus.
8. The term "Record Date" shall mean the "Record Dates" set forth under
"Essential Information" for each Trust in the Prospectus.
9. The Depositor's annual compensation as set forth under Section 3.13
shall be that dollar amount per 100 Units set forth under "Fee Table--Annual
Operating Expenses--Supervisory, evaluation and administration fees" for each
Trust in the Prospectus.
10. The Trustee's annual compensation as set forth under Section 7.04 shall
be $0.0105 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/ XXXXXXXXXXX XXXX
------------------------------
Xxxxxxxxxxx Xxxx
President
CORPORATE ACKNOWLEDGMENT
STATE OF NEW YORK }
}ss.
COUNTY OF NEW YORK }
On the 1st day of February in the year 2010, before me personally came
Xxxxxxxxxxx Xxxx, 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.
/s/ XXXXX XXXXXXX
--------------------------------
Notary Public
(Notarial Seal)
RPL Section 309 - Corporate-no seal
THE BANK OF NEW YORK MELLON
By /s/ XXXX X. XXXXXXX
------------------------------
Xxxx X. Xxxxxxx
Vice President
CORPORATE ACKNOWLEDGMENT
STATE OF NEW YORK }
}ss.
COUNTY OF NEW YORK }
On the 1st day of February in the year 2010, before me personally came
Xxxx X. Xxxxxxx to me known, who, being by me duly sworn, did depose and say
that he resides in New York, New York; that he is a Vice President, of The Bank
of New York Mellon, 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.
/s/ XXXXXXX XXXXX
--------------------------------
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 15
Incorporated herein by this reference and made a part hereof
is the schedule set forth under "Portfolio" for the Trust in the Prospectus.
