EXHIBIT 1.1
INVESCO UNIT TRUSTS, SERIES 1353
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 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 January 10, 2014
and the tenth day of each month thereafter through May 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
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Vice President
IBBOTSON ASSOCIATES, INC.
By: /s/ XXXXXX XXXXXXX
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President
THE BANK OF NEW YORK MELLON
By: /s/ XXXXXX YEDREYESKI
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Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
INVESCO UNIT TRUSTS, SERIES 1353
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus.]
