EXHIBIT 1.1
ADVISORS DISCIPLINED TRUST 1922
TRUST AGREEMENT
Dated: January 24, 2019
This Trust Agreement among Advisors Asset Management, 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 Advisors
Disciplined Trust, Effective for Unit Investment Trusts Investing in Equity
Securities Established On and After May 1, 2016" (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 "Understanding
Your Investment--Statement 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 "Understanding Your Investment--
Statement of Financial Condition--Number of units" in the Prospectus for the
Trust.
4. The term "Deferred Sales Charge Payment Dates" for a Trust shall mean
the dates specified for deferred sales fee installments under "Investment
Summary--Fees and Expenses" in the Prospectus for the Trust.
5. The term "Distribution Date" for a Trust shall mean the "Distribution
dates" set forth under "Investment Summary--Essential Information" in the
Prospectus for the Trust.
6. The term "Mandatory Termination Date" for a Trust shall mean the
"Termination date" set forth under "Investment Summary--Essential Information"
in the Prospectus for the Trust.
7. The term "Record Date" for a Trust shall mean the "Record dates" set
forth under "Investment Summary--Essential Information" in the Prospectus for
the Trust.
8. For purposes of the definition of the term "Income Distribution",
Section 3.05(b)(ii)(B) shall apply to any Trust that is a RIC that has monthly
Distribution and Record Dates and Section 3.05(b)(ii)(A) shall apply to all
other Trusts.
9. The Depositor's annual compensation as set forth under Section 3.13
shall be that dollar amount per 100 Units set forth under "Investment Summary--
Fees and Expenses--Annual operating expenses--Supervisory, evaluation and
administration fees" in the Prospectus for the Trust.
10. The Trustee's annual compensation as set forth under Section 7.04 shall
be $0.0105 per Unit.
11. Section 1.01(50) of the Standard Terms and Conditions of Trust is
replaced in its entirety with the following:
"(50) 'Rollover Distribution' shall have the meaning assigned to
it in Section 6.04."
12. Section 1.01(51) of the Standard Terms and Conditions of Trust is
replaced in its entirety with the following:
"(51) 'Rollover Unitholder' shall have the meaning assigned to it
in Section 6.04."
13. Section 1.01(52) is replaced in its entirety with the following:
"(52) 'Securities' shall mean the securities of corporations or other
entities, including Contract Securities, deposited in irrevocable trust and
listed in the schedule(s) to the Trust Agreement or which are deposited in or
purchased on behalf of a Trust pursuant to Section 2.01(b) or as otherwise
permitted hereby, and any securities received in exchange, substitution or
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replacement for such securities, as may from time to time continue to be held as
a part of the Trusts."
14. The first sentence of Section 3.02 is replaced in its entirety with the
following:
"The Trustee shall collect the dividends, interest and other similar income
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) and credit
such income to a separate account for each Trust to be known as the 'Income
Account.'"
15. Section 3.07(a)(i) through (iv) is replaced in its entirety with the
following:
"(i) that there has been a default on any of the Securities in the
payment of dividends, interest, principal or other payments, after declared
and when due and payable;
(ii) that any action or proceeding has been instituted at law or
equity seeking to restrain or enjoin the payment of dividends, interest,
principal or other payments on Securities after declared and when due and
payable, or that there exists any legal question or impediment affecting
such Securities or the payment of dividends, interest, principal or other
payments from the same;
(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,
interest, principal, or other payments after declared and when due and
payable, or the general credit standing of the issuer or otherwise impair
the sound investment character of such Securities;
(iv) that there has been a default in the payment of dividends,
interest, principal, income, premium or other similar payments, if any, on
any other outstanding obligations of the issuer or guarantor of such
Securities;"
16. Section 3.09 is replaced in its entirety with the following:
"Section 3.09. Notice and Sale by Trustee. If at any time dividends,
interest, principal or other payments, after declared and when due and payable,
on any of the Securities shall not have been paid within thirty (30) days, the
Trustee shall notify the Depositor thereof. If within thirty (30) 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 Securities, the
Trustee may in its discretion sell such Securities forthwith, and the Trustee
shall not be liable or responsible in any way for depreciation or loss incurred
by reason of such sale."
17. Section 3.10(d)(i) is replaced in its entirety with the following:
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"(i) The Depositor may resign and be discharged hereunder, by executing an
instrument in writing resigning as Depositor and filing the same with the
Trustee, not less than sixty (60) days before the date specified in such
instrument when such resignation is to take effect. Upon effective resignation
hereunder, the resigning Depositor shall be discharged and shall no longer be
liable in any manner hereunder except as to acts or omissions occurring prior to
such resignation and any successor depositor appointed by the Trustee pursuant
to Section 7.01(g) shall thereupon perform all duties and be entitled to all
rights under this Indenture. The successor Depositor shall not be under any
liability hereunder for occurrences or omissions prior to the execution of such
instrument. Notice of such resignation and appointment of a successor depositor
shall be delivered by the Trustee to each Unitholder then of record."
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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.
ADVISORS ASSET MANAGEMENT, INC.
By /s/ XXXX X. XXXXXXXX
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Senior Vice President
THE BANK OF NEW YORK MELLON
By /s/ XXXXXXX XXXXXXXX
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Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
ADVISORS DISCIPLINED TRUST 1922
Incorporated herein by this reference and made a part hereof is the schedule set
forth under "Investment Summary--Portfolio" in the Prospectus for each Trust.
