EXHIBIT 1.1
INVESCO UNIT TRUSTS, MUNICIPAL SERIES 1328
TRUST AGREEMENT
Dated: December 4, 2018
This Trust Agreement among Invesco Capital Markets, Inc., as Depositor, The
Bank of New York Mellon, as Trustee, ICE Securities Evaluations, Inc., as
Evaluator, and Invesco Investment Advisers LLC, as Supervisor, sets forth
certain provisions in full and incorporates other provisions by reference to the
document entitled "Standard Terms and Conditions of Trust For Invesco Unit
Trusts, Municipal Series, Effective for Unit Investment Trusts Established On
and After December 4, 2012 (Including Invesco Unit Trusts, Municipal Series 1130
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 Bonds 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 "Summary of Essential
Financial Information--General Information--Number of Units" in the Prospectus
Part I for such Trust.
3. The term "First Settlement Date" shall mean the date set forth in footnote
3 under "Summary of Essential Financial Information" in the Prospectus Part I
for a Trust.
4. The term "Monthly Distribution Date" shall mean the "Distribution Dates"
set forth under "Summary of Essential Financial Information--Estimated
Distributions" in the Prospectus Part I for a Trust.
5. The term "Monthly Record Date" shall mean the "Record Dates" set forth
under "Summary of Essential Financial Information--Estimated Distributions" in
the Prospectus Part I for a Trust.
6. All references in the Standard Terms and Conditions of Trust to "Standard
& Poor's Securities Evaluations, Inc." are hereby changed to "ICE Securities
Evaluations, Inc."
7. All references in Section 3.05(f) of the Standard Terms and Conditions of
Trust to distributions by mail are hereby deleted.
8. The Depositor's annual compensation rate described in Section 3.15 and the
Supervisor's annual compensation rate described in Section 4.01 collectively
shall be that amount set forth under the section entitled "Summary of Essential
Financial Information--Expenses--Supervisory, bookkeeping and administrative
service fee" in the Prospectus Part I for a Trust.
9. The Trustee's annual compensation as set forth under Section 7.04 shall be
that amount set forth under the section entitled "Summary of Essential Financial
Information--Expenses--Trustee's Fee" in the Prospectus Part I for a Trust.
IN WITNESS WHEREOF, the undersigned have caused this Trust Agreement to be
executed; all as of the day, month and year first above written.
INVESCO CAPITAL MARKETS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Vice President
INVESCO INVESTMENT ADVISERS LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
Vice President and Executive Director
ICE SECURITIES EVALUATIONS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------
President and Global Head, Securities Evaluations
THE BANK OF NEW YORK MELLON
By: /s/ ▇▇▇▇▇▇ YEDREYESKI
-------------------------
Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
INVESCO UNIT TRUSTS, MUNICIPAL SERIES 1328
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus Part I for the Trust.]
