EXHIBIT 1.1
INVESCO UNIT TRUSTS,
TAXABLE INCOME SERIES 495
TRUST AGREEMENT
Dated: January 21, 2015
This Trust Agreement among Invesco Capital Markets, Inc., as Depositor, The
Bank of New York Mellon, as Trustee, Standard & Poor's Securities Evaluations,
Inc., as Evaluator, 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, Taxable Income Series, Effective for Unit Investment Trusts
Established On and After December 10, 2012 (Including Invesco Unit Trusts,
Taxable Income Series 429 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, Evaluator 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 Bonds 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 is a fractional amount, the numerator of which
is one and the denominator of which is the amount set forth under "Summary of
Essential Financial Information--General Information--Number of Units" in the
Prospectus for the Trust.
3. The term "First Settlement Date" shall mean the date set forth in footnote
3 under "Summary of Essential Financial Information" in the Prospectus for the
Trust.
4. The term "Monthly Distribution Date" shall mean the "Distribution Dates"
set forth under "Summary of Essential Financial Information--Estimated
Distributions" in the Prospectus for the Trust.
5. The term "Monthly Record Date" shall mean the "Record Dates" set forth
under "Summary of Essential Financial Information--Estimated Distributions" in
the Prospectus for the Trust.
6. The Depositor's annual compensation rate described in Section 3.15 and the
Supervisor's annual compensation rate described in Section 4.01 collectively
shall be that amount set forth under the section entitled "Summary of Essential
Financial Information--Expenses--Supervisory, bookkeeping and administrative
service fee" in the Prospectus for the Trust.
7. The Trustee's annual compensation as set forth under Section 7.04 shall be
that amount set forth under the section entitled "Summary of Essential Financial
Information--Expenses--Trustee's Fee" in the Prospectus for the Trust.
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Vice President
INVESCO INVESTMENT ADVISERS LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Vice President and Executive Director
STANDARD & POOR'S SECURITIES EVALUATIONS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Senior Vice President
THE BANK OF NEW YORK MELLON
By: /s/ ▇▇▇▇▇▇ YEDREYESKI
-------------------------
Vice President
SCHEDULE A TO TRUST AGREEMENT
SECURITIES INITIALLY DEPOSITED
IN
INVESCO UNIT TRUSTS, TAXABLE INCOME SERIES 495
[Incorporated herein by this reference and made a part hereof is the
"Portfolio" schedule as set forth in the Prospectus for the Trust.]
