EXHIBIT 1.1
INVESCO UNIT TRUSTS, SERIES 1405
TRUST AGREEMENT
Dated: February 14, 2014
This Trust Agreement among Invesco Capital Markets, Inc. as Depositor, The
Bank of New York Mellon, as Trustee, and Ibbotson Associates, Inc., 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 in
the "Essential Information" in the Prospectus.
4. The terms "Capital Account Record Date" and "Income Account Record
Date" shall mean the "Record Dates" set forth in the "Essential
Information" in the Prospectus.
5. The term "Deferred Sales Charge Payment Date" shall mean July 10, 2014
and the tenth day of each month thereafter through November 10, 2014.
6. The term "Supervisor" shall mean Ibbotson Associates, Inc. and its
successors in interest, or any successor portfolio supervisor
appointed as provided in the Standard Terms and Conditions of Trust.
7. The Depositor's annual compensation rate described in Section 3.13
shall be that amount set forth under "Bookkeeping and administrative
fees" in the "Fee Table" in the Prospectus.
8. The first paragraph of Section 4.01 is hereby replaced by the
following:
"Section 4.01. Compensation. As compensation for providing supervisory
portfolio services under this Indenture, the Trust will accrue daily
and pay to the Supervisor at the end of each calendar quarter an
aggregate annual fee in an amount equal to 0.050% of the average daily
Trust Evaluation (described in Section 6.01)."
9. 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.
10. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, if the Trustee sells, redeems or otherwise
liquidates Fund Shares pursuant to Section 6.02 to satisfy Unit
redemptions or pursuant to Section 7.04 to pay Trust expenses, the
Trustee shall do so, as nearly as practicable, on a pro rata basis
among all Fund Shares held by a Trust.
11. Notwithstanding anything to the contrary in the Standard Terms and
Conditions of Trust, the Supervisor shall deliver to the Depositor
such notices, analyses, reports and other information regarding the
Securities in a Trust as the Depositor may reasonably request, which
shall include, but not be limited to, the following:
(a) a written research report containing analysis of each Security and
the market sectors of such Security delivered to the Depositor within a
reasonable time following the end of each calendar quarter;
(b) monthly teleconferences to discuss matters relating to the
Securities;
(c) prompt written notification of any decline in market price of a
Security equal to or greater than (i) fifteen percent (15%) during any
single Business Day; (ii) twenty-five percent (25%) during any period of
ten (10) Business Days; (iii) thirty percent (30%) during any period of
fifteen (15) Business Days; or (iv) forty percent (40%) during any period
of twenty (20) Business Days;
(d) prompt written notification of the occurrence of any of the
conditions set forth in Section 3.07 with respect to a Security and written
instructions describing the action recommended to be taken in connection
therewith; and
(e) prompt written notification of the announcement or occurrence of
any event described in the second paragraph of Section 3.11 or any other
corporate action related to a Security.
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
IBBOTSON ASSOCIATES, INC.
By: /s/ XXXXXX XXXXXXX
--------------------------
President
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 1405
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus.]
