EXHIBIT 1.1
INVESCO UNIT TRUSTS, SERIES 1948
TRUST AGREEMENT
Dated: January 23, 2019
This Trust Agreement among Invesco Capital Markets, Inc., as Depositor, The
Bank of New York Mellon, as Trustee, 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, Effective for Unit Investment Trusts
Established On and After December 6, 2012 (Including Invesco Unit Trusts, Series
1281 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 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 the Trust
represented by each Unit thereof referred to in Section 1.01(51) is initially an
amount the numerator of which is one and the denominator of which is the amount
set forth under "Units outstanding" for the Trust in the "Statement of
Condition" in the Prospectus.
3. The terms "Capital Account Distribution Date" and "Income Account
Distribution Date" shall mean the "Distribution Dates" set forth under
"Essential Information" in the Prospectus.
4. The terms "Capital Account Record Date" and "Income Account Record Date"
shall mean the "Record Dates" set forth under "Essential Information" in the
Prospectus.
5. The term "Deferred Sales Charge Payment Dates" shall mean the tenth day of
each month in the deferred sales charge accrual period as set forth under the
applicable "Fee Table" in the Prospectus.
6. Notwithstanding any references to the purchase and sale of Options, the
Trust shall be deemed to have acquired, rather than having purchased or bought
such a Security, and the Trust shall be deemed to have closed out an Option,
rather than having sold such a Security.
7. Section 1.01(34) is replaced in its entirety with the following:
"(34) "Percentage Ratio" shall mean with respect to a Trust, the percentage
relationship among the Securities based on the number of contracts of each
Option per Unit, the principal amount of each Treasury Obligation per Unit
and the number of shares of each Equity Security per Unit compared to all
Securities attributable to each Unit existing immediately prior to the
related additional deposit of Securities. The Percentage Ratio shall be
adjusted to the extent necessary, and may be rounded, to reflect the
occurrence of a stock dividend, a stock split or a similar event which
affects the capital structure of the issuer of an Equity Security."
8. Section 1.01(43) is replaced in its entirety with the following:
"(43) "Securities" shall mean (a) the Equity Securities, Options, Treasury
Obligations, Contract Securities, delivery statements relating to
"when-issued" and/or "regular way" contracts, if any, for the purchase of
certain Securities and certified bank check or checks or Letter(s) of
Credit sufficient in amount or availability required for such purchase,
deposited in a Trust pursuant to Section 2.01(b) hereof, (b) Replacement
Securities acquired pursuant to Section 3.12 hereof, as may from time to
time to be construed to be held as part of the corpus of a Trust and (c)
distributions of the same securities."
9. The Standard Terms and Conditions of Trust shall be amended to include the
following sections:
"(56) "Options" shall mean any call option (including any interest therein
or based on the value thereof including delivery statements related to
contracts, if any, for the purchase or acquisition of certain securities
and cash, certified or bank check or checks or Letter(s) of Credit
sufficient in amount or availability required for such purchase or
acquisition, deposited in irrevocable trust and listed on Schedule A of the
Trust Agreement, and any securities received in addition to, or in
exchange, substitution or replacement for, such securities pursuant to
Sections 2.01, 3.11 and 3.12 hereof, as may from time to time continue to
be held as a part of the Trust).
(57) "Treasury Obligations" shall mean debt obligations issued by the
United States Department of the Treasury, including delivery statements
relating to "when-issued" and/or "regular way" contracts, if any, for the
purchase of certain Treasury Obligations and cash, certified or bank check
or checks or Letter(s) of Credit sufficient in amount or availability
required for such purchase, deposited in irrevocable trust and listed in
Schedule A of the Trust Agreement, and any obligations received in addition
to, or in exchange, substitution or replacement for such obligations
pursuant to Sections 2.01, 3.11 and 3.12 hereof, as may from time to time
continue to be held as a part of the Trusts.
(58) "First Settlement Date" shall mean the second Business Day following
the Initial Date of Deposit."
10. Section 2.01(a) is replaced in its entirety with the following:
(a) The Depositor, on the date of the Trust Agreement, has deposited with
the Trustee in trust the Securities listed in the schedule(s) to the Trust
Agreement, or as set forth in the Prospectus relating to a particular Trust
under "Portfolio" (the "Schedules"), in bearer form or duly endorsed in
blank or accompanied by all necessary instruments of assignment and
transfer in proper form or Contract Securities relating to such Securities
to be held, managed and applied by the Trustee as herein provided. The
Depositor shall deliver to the Trustee the Securities listed on said
Schedules which were represented by Contract Securities within 90 calendar
days after the date of the Trust Agreement (the "Delivery Period"). If a
contract for such Contract Securities is terminated a party thereto for any
reason beyond the control of the Depositor or if for any other reason the
Securities to be delivered pursuant to such contract are not delivered to
the Trust by the end of the Delivery Period, the Trustee shall immediately
draw on the Letter of Credit, if any, in its entirety, apply the moneys in
accordance with Section 2.01(d), and the Depositor shall forthwith take the
remedial action specified in Section 3.12. If the Depositor does not take
the action specified in Section 3.12 within 90 calendar days of the end of
the Delivery Period, the Trustee shall forthwith take the action specified
in Section 3.12."
11. Section 3.02 is replaced in its entirety with the following:
"Section 3.02 Income Account. The Trustee shall collect the dividends,
interest, or other like cash distributions on the Securities in each Trust
as such becomes payable (including all moneys representing penalties for
the failure to make timely payments on the Securities, or as liquidated
damages for default or breach of any condition or term of the Securities or
of the underlying instrument relating to any Securities and other income
attributable to a Failed Contract Security for which no Replacement
Security has been obtained pursuant to Section 3.12 hereof) and interest
accrued but unpaid prior to the date of deposit of the Securities) in trust
and including that part of the sale, liquidation, redemption, prepayment or
maturity of any Treasury Obligations which represent interest thereon and
credit such income to a separate account for each Trust to be known as the
"Income Account."
Any distributions received by the Trustee in a form other than cash (other
than a non-taxable distribution of the shares of a distributing
corporation) shall, unless the Depositor instructs otherwise, be sold in
the manner directed by the Depositor and the proceeds of sale credited to
the Income Account of the Trust. The Trustee shall not be liable or
responsible in any way for depreciation or loss incurred by reason of any
such sale."
12. The language in Section 3.05(a) immediately preceding subsection
3.05(a)(i) is replaced in its entirety with the following:
"Section 3.05 Deductions and Distributions. (a) The Trustee, as of the
First Settlement Date shall advance from its own funds and shall pay to the
Unitholders of a Trust then of record the amount of interest accrued on the
Treasury Obligations deposited in such Trust. The Trustee shall be entitled
to reimbursement for such advancement from interest received by the
respective Trust before any further distributions shall be made from the
Income Account to Unitholders of the Trust. The Trustee shall also advance
from its own funds and pay the appropriate persons the amount of any
interest which accrues on any "when, as and if issued" or "delayed
delivery" Treasury Obligations deposited in a Trust from the First
Settlement Date to the respective dates of delivery to the Trust of any
such Treasury Obligations. Subsequent distributions shall be made as
hereinafter provided. Subsequent distributions of funds from the Income
Account of a Trust shall be made on the applicable Record Dates of a Trust
as described herein.
On or immediately after the twenty-fifth day of each month, the Trustee
shall satisfy itself as to the adequacy of the Reserve Account, making any
further credits thereto as may appear appropriate in accordance with
Section 3.04 and shall then with respect to each Trust:"
13. Section 3.05(b)(i) of the Standard Terms and Conditions of Trust shall be
replaced in its entirety with the following:
"On each Distribution Date, the Trustee shall distribute to each Unitholder
of record at the close of business on the preceding Record Date an amount
per Unit equal to such Unitholder's Income Distribution (as defined below)
computed as of the close of business on the Record Date immediately
preceding such Distribution Date. On each Distribution Date, the Trustee
shall distribute to each Unitholder of record at the close of business on
the preceding Record Date such Unitholder's pro rata share of the balance
of the Capital Account (except for moneys on deposit therein required to
purchase Contract Securities). The Trust may provide the following
distribution elections: (1) distributions to be made to the address of the
Unitholder as it appears on the registration books of the Trustee or (2)
distributions to be made to the designated agent for any reinvestment
program when, as and if available to the Unitholder through the Depositor.
If no election is offered by the Depositor or if no election is specified
by the Unitholder at the time of purchase of any Unit, distribution of
principal and income and capital gains, if any, shall be distributed as
provided in (1) above. Any election other than a deemed election as
described in the preceding sentence shall be by written notice to, and in
form satisfactory to, the Trustee. Once a distribution election has been
chosen by the Unitholder, such election shall remain in effect until
changed by the Unitholder. Such change of election may be made by
notification thereof to the Trustee at any time in form satisfactory to the
Trustee. A transferee of any Unit may make his distribution election in the
manner as set forth above. The Trustee shall be entitled to receive in
writing a notification from the Unitholder as to his or her change of
address."
14. Section 3.06(b)(i)(1) is replaced in its entirety with the following:
"(1) the amount of income received on the Securities (including amounts
received as a portion of the proceeds of any disposition of Securities and
accreted original discount on the Treasury Obligations)."
15. Section 3.07(a)(iii) is replaced in its entirety with the following:
"(iii) that there has occurred any breach of covenant or warranty in any
document relating to the issuer of the Securities which would adversely
affect either immediately or contingently the payment of dividends from the
Equity Securities or the debt service on the Treasury Obligations, or the
general credit standing of the issuer or otherwise impair the sound
investment character of such Securities;"
16. Sections 3.07(a)(v) is replaced in its entirety with the following:
"(v) that the price of any Security has declined to such an extent or other
such credit factors exist so that in the opinion of the Supervisor, as
evidenced in writing to the Trustee, the retention of such Securities would
be detrimental to the Trust and to the interest of the Unitholders."
17. Section 3.07(a) is amended by adding the following subsections
immediately after Section 3.07(a)(xii):
"(xiii) that any action or proceeding has been instituted in law or equity
seeking to restrain or enjoin the payment of principal or interest on any
Treasury Obligations, attacking the constitutionality of any enabling
legislation or alleging and seeking to have judicially determined the
illegality of the issuing body or the constitution of its governing body or
officers, the illegality, irregularity or omission of any necessary acts or
proceedings preliminary to the issuance of such Treasury Obligations, or
seeking to restrain or enjoin the performance by the officers or employees
of any such issuing body of any improper or illegal act in connection with
the administration of funds necessary for debt service on such Treasury
Obligations or otherwise; or that there exists any other legal question or
impediment affecting such Securities or the payment of debt service on the
same; or
(xiv) that as of any Record Date any of the Treasury Obligations are
scheduled to be redeemed and paid prior to the next succeeding Distribution
Date; provided, however, that as the result of such redemption the Trustee
will receive funds in an amount sufficient to enable the Trustee to include
in the next distribution from the Capital Account at least $1.00 per 100
Units."
18. Section 3.07(d) is replaced in its entirety with the following:
"(d) Upon receipt of such direction from the Depositor, upon which the
Trustee shall rely, the Trustee shall proceed to sell or liquidate the
specified Securities in accordance with such direction, and upon the
receipt of the proceeds of any such sale or liquidation, after deducting
therefrom any fees and expenses of the Trustee connected with such sale or
liquidation and any brokerage charges, taxes or other governmental charges,
shall deposit such net proceeds in the applicable Capital Account;
provided, however, that the Trustee shall not liquidate or sell any
Treasury Obligations upon receipt of a direction from the Depositor
pursuant to Section 3.07(a)(xiv), unless the Trustee shall receive on
account of such sale or liquidation the full principal amount of such
Treasury Obligations, plus the premium, if any, and the interest accrued
and to accrue thereon to the date of the redemption of such Treasury
Obligations.
The Trustee shall not be liable or responsible in any way for depreciation
or loss incurred by reason of any sale made pursuant to any such direction
or by reason of the failure of the Depositor to give any such direction,
and in the absence of such direction, the Trustee shall have no duty to
sell or liquidate any Securities under this Section 3.07."
19. Section 3.07 is amended by adding the following subsection immediately
after Section 3.07(d):
"(e) If Options have been written with respect to Equity Securities, such
Equity Securities cannot be sold or liquidated without also closing out the
related Options positions."
20. The Depositor's annual compensation rate described in Section 3.13 and
the Supervisor's annual compensation rate described in Section 4.01 collectively
shall be that amount set forth under "Supervisory, bookkeeping and
administrative fees" in the "Fee Table" in the Prospectus.
21. The Standard Terms and Conditions of Trust shall be amended to include
the following section:
"Section 3.22 Notice and Sale by Trustee. If at any time the principal of
or interest on any of the Treasury Obligations shall be in default and not
paid or provision for payment thereof shall not have been duly made within
thirty days, the Trustee shall notify the Depositor thereof. If within
thirty days after such notification the Depositor has not given any
instruction to sell or to hold or has not taken any other action in
connection with such Treasury Obligations, the Trustee may in its
discretion sell such Treasury Obligations forthwith, and the Trustee shall
not be liable or responsible in any way for depreciation or loss incurred
by reason of such sale."
22. Section 5.01(b) is replaced in its entirety with the following:
"(b) During the initial offering period of a Trust (as determined by the
Depositor and described in the related prospectus), the Evaluation for each
Equity Security shall be made in the following manner: (i) with respect to
Equity Securities for which market quotations are readily available, such
Evaluation shall be made on the basis of the market value of such Equity
Securities; and (ii) with respect to other Equity Securities such
Evaluation shall be made on the basis of the fair value of such Securities
as determined in good faith by the Trustee. If Equity Securities are listed
on a national or foreign securities exchange or traded on the Nasdaq Stock
Market, Inc. and market quotations of such Equity Securities are readily
available, the market value of such Equity Securities shall generally be
based on the last available closing sale price on or immediately prior to
the Evaluation Time on the exchange or market which is the principal market
therefor, which shall be deemed to be the New York Stock Exchange if the
Securities are listed thereon. If the Trust holds Equity Securities
denominated in a currency other than U.S. dollars, the Evaluation of such
Equity Security shall be converted to U.S. dollars based on current
offering side exchange rates (unless the Trustee deems such prices
inappropriate as a basis for valuation).
The Evaluation of each Option is generally determined using the last sale
price for such Security traded on a national securities exchange or a U.S.
options exchange. In some cases, the Evaluation of an Option may be based
on the last asked or bid price in the over-the counter market or by using
other recognized pricing methods. This will be done if an Option is not
principally traded on a national securities exchange or a U.S. options
exchange or if the market quotes are unavailable or inappropriate.
With respect to the Treasury Obligations, the Evaluation of such Securities
is determined on the basis of bid prices or offering prices, as is
appropriate, (a) on the basis of current market prices obtained from
dealers or brokers who customarily deal in Treasury Obligations; (b) if
these prices are not available, on the basis of current market prices for
comparable securities; (c) by causing the value of such Securities to be
determined by others engaged in the practice of evaluation, quoting or
appraising comparable securities; or (d) by any combination of the above.
For each Evaluation, the Trustee shall also confirm and furnish to the
Depositor the calculation of the Trust Evaluation to be computed pursuant
to Section 6.01."
23. The first sentence of Section 6.01 is replaced in its entirety with the
following:
"Section 6.01 Trust Evaluation. As of the Evaluation Time (a) on the last
Business Day of each year, (b) on the day on which any Unit is tendered for
redemption and (c) on any other day desired by the Trustee or requested by
the Depositor, the Trustee shall: Add (i) all moneys on deposit in a Trust
or moneys in the process of being collected from matured interest coupons
or Treasury Obligations matured or called for redemption prior to maturity
(excluding (1) cash, cash equivalents or Letters of Credit deposited
pursuant to Section 2.01 hereof for the purchase of Contract Securities,
unless such cash or Letters of Credit have been deposited in the Income and
Capital Accounts because of failure to apply such moneys to the purchase of
Contract Securities pursuant to the provisions of Sections 2.01, 3.02 and
3.03 hereof and (2) moneys credited to the Reserve Account pursuant to
Section 3.04 hereof), plus (ii) the aggregate Evaluation of all Securities
(including Contract Securities and additional Securities for which purchase
contracts have been entered into pursuant to the Depositor's instructions
pursuant to clause (ii) of the first sentence of Section 2.01(b), less the
purchase price of such contracts) on deposit in such Trust (such Evaluation
to be made on the basis of the aggregate underlying value of the Securities
as determined in Section 5.01(b) for the purpose of computing redemption
value of Units as set forth in Section 6.02 hereof), plus (iii) all other
income from the Securities (including dividends receivable on the Equity
Securities trading ex-dividend as of the date of such valuation and
including interest accrued on the Treasury Obligations not subject to
collection and distribution) as of the Evaluation Time on the date of such
Evaluation together with all other assets of such Trust."
24. The Trustee's annual compensation rate described in Section 7.04 shall be
that amount set forth under "Trustee's fee and operating expenses" in the "Fee
Table" in the Prospectus.
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/ XXXX X. XXXXXXX
---------------------------------
Vice President
INVESCO INVESTMENT ADVISERS LLC
By: /s/ XXXX X. XXXXXXX
---------------------------------
Vice President and Executive Director
THE BANK OF NEW YORK MELLON
By: /s/ XXXXXX YEDREYESKI
---------------------------------
Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
INVESCO UNIT TRUSTS, SERIES 1948
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus.]
