EXHIBIT 1.1
INVESCO UNIT TRUSTS, SERIES 1964
TRUST AGREEMENT
Dated: April 24, 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 aquisition, 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 1964
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus.]
