EXHIBIT 1.1
INVESCO UNIT TRUSTS, SERIES 1354
TRUST AGREEMENT
Dated: August 16, 2013
This Trust Agreement among Invesco Capital Markets, Inc. as Depositor, The
Bank of New York Mellon, as Trustee, and Xxxxx & Steers Capital Management,
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 January 10, 2014,
and the tenth day of each month thereafter through May 10, 2014.
6. The term "Supervisor" shall mean Xxxxx & Steers Capital Management, Inc.
and its successors in interest, or any successor portfolio supervisor appointed
as provided in the Standard Terms and Conditions of Trust.
7. Section 3.05(b)(ii) shall be replaced in its entirety by the following:
"(ii) For purposes of this Section 3.05, the Unitholder's "Income
Distribution" shall be equal to such Unitholders pro rata share of the
balance in the Income Account calculated on the basis of one-twelfth of the
estimated annual income to the Trust for the ensuing twelve months computed
as of the close of business on the Income Account Record Date immediately
preceding such Income Distribution (or portion or multiple thereof for the
first Income Distribution), after deduction of (1) the fees and expenses
then deductible pursuant to Section 3.05(a) and (2) the Trustee's estimate
of other expenses properly chargeable to the Income Account pursuant to
this Indenture which have accrued, as of such Income Account Record Date or
are otherwise properly attributable to the period to which such Income
Distribution relates.
In the event that the amount on deposit in the Income Account is not
sufficient for the payment of the amount intended to be distributed to
Unitholders on the basis of the aforesaid computation, the Trustee is
authorized to advance its own funds and cause to be deposited in and
credited to the Income Account such amounts as may be required to permit
payment of the related distribution to be made as aforesaid and shall be
entitled to be reimbursed, without interest, out of income payments
received by the Trust subsequent to the date of such advance. Any such
advance shall be reflected in the Income Account until repaid."
8. 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.
9. 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 0.075% of the average daily Trust
Evaluation (described in Section 6.01)."
10. 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
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Vice President
XXXXX & STEERS CAPITAL MANAGEMENT, INC.
By: /s/ XXXXX XXXX
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Executive Vice 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 1354
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus.]
