EXHIBIT 1.1
INVESCO UNIT TRUSTS, SERIES 849
TRUST AGREEMENT
Dated: July 23, 2015
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) of the Standard
Terms and Conditions of the Trust 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 November 10, 2015
and the tenth day of each month thereafter through March 10, 2016.
6. Notwithstanding any references to the purchase and sale of Options in the
Standard Terms and Conditions of Trust, 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) of the Standard Terms and Conditions of the Trust 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) of the Standard Terms and Conditions of the Trust 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 third Business Day following the
Initial Date of Deposit."
10. Section 2.01(a) of the Standard Terms and Conditions of the Trust 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 of the Standard Terms and Conditions of the Trust 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) of the Standard Terms and Conditions of
the Trust 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 3.06(b)(i)(1) of the Standard Terms and Conditions of the Trust
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)."
14. Section 3.07(a)(iii) of the Standard Terms and Conditions of the Trust 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;"
15. Sections 3.07(a)(v) of the Standard Terms and Conditions of the Trust 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."
16. Section 3.07(a) of the Standard Terms and Conditions of Trust 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."
17. Section 3.07(d) of the Standard Terms and Conditions of the Trust 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."
18. Section 3.07 of the Standard Terms and Conditions of Trust 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."
19. The Depositor's annual compensation rate described in Section 3.13 of the
Standard Terms and Conditions of the Trust and the Supervisor's annual
compensation rate described in Section 4.01 of the Standard Terms and Conditions
of the Trust collectively shall be that amount set forth under "Supervisory,
bookkeeping and administrative fees" in the "Fee Table" in the Prospectus.
20. 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."
21. Section 5.01(b) of the Standard Terms and Conditions of the Trust 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."
22. The first sentence of Section 6.01 of the Standard Terms and Conditions
of the Trust 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."
23. The Trustee's annual compensation rate described in Section 7.04 of the
Standard Terms and Conditions of the Trust 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 849
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus.]
