EXHIBIT 1.1
INVESCO UNIT TRUSTS, SERIES 2038
TRUST AGREEMENT
Dated: March 6, 2020
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 Schedules hereto have been deposited in trust
under this Trust Agreement.
2. The fractional undivided interest in and ownership of each Trust
represented by each Unit thereof referred to in Section 1.01(51) is initially a
fractional amount, the numerator of which is one and the denominator of which is
the amount set forth under "Units outstanding" for each Trust in the "Statements
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 of the applicable portfolio.
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 of the applicable portfolio.
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 of the applicable portfolio.
6. 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."
7. 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 of the applicable
portfolio.
8. 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 of the applicable portfolio.
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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.
INVESCO CAPITAL MARKETS, INC.
By: /s/ XXXX X. XXXXXXX
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Vice President
INVESCO INVESTMENT ADVISERS LLC
By: /s/ XXXX X. XXXXXXX
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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 2038
[Incorporated herein by this reference and made a part hereof is each
"Portfolio" schedule as set forth in the Prospectus of the applicable underlying
portfolio.]
