Balanced Dividend Sustainability & Income Portfolio 2020-3

Balanced Dividend Sustainability & Income Portfolio 2020-3 (the “Portfolio”), included in Invesco Unit Trusts,Series 2069, is a unit investment trust that seeks to provide current income and the potential for capitalappreciation, by investing in a portfolio that consists of dividend-paying shares of common stocks and exchange-traded funds. Of course, we cannot guarantee that the Portfolio will achieve its objective.

An investment can be made in the underlying funds directly rather than through the Portfolio. These directinvestments can be made without paying the Portfolio sales charge, operating expenses and organization costs.

August 5, 2020

You should read this prospectus and retain it for future reference.

The Securities and Exchange Commission has not approved or disapproved of the Unitsor passed upon the adequacy or accuracy of this prospectus.

Any contrary representation is a criminal offense.

INVESCO

Investment Objective. The Portfolio seeks toprovide current income and the potential for capitalappreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolioof dividend-paying common stocks and fixed incomeexchange-traded funds (“ETFs”). The common stocksare derived from the S&P 500 Dividend AristocratsIndex, an index consisting of stocks of those companiescontained in the S&P 500 Index that have followed apolicy of consistently increasing dividends every year forat least 25 years. The dividend-paying fixed incomeETFs are strategically chosen based on their exposureto US and foreign fixed income securities of varyingmaturities, sub-categories and credit quality. InvescoCapital Markets, Inc. is the Sponsor of the Portfolio.

Approximately 60% of the Portfolio is invested incommon stocks of dividend-paying companies, withsuch allocation represented by companies selected bythe Sponsor from a selection universe of companiesincluded in the S&P 500 Dividend Aristocrats Index; thecompanies, if rated, must have a domestic S&P GlobalQuality Rank of B or better and, if rated, an S&P GlobalIssuer Credit Rating of BBB or better.

Beginning with the S&P 500 Dividend AristocratsIndex, the Sponsor selects the composition of thecommon stock portion of the Portfolio by: (1) eliminatingcompanies with a share price below $5 at the time ofselection; (2) eliminating companies, if rated, with anS&P Global Quality Ranking below B and, if rated, withan S&P Global Issuer Credit Rating below BBB(companies which do not have a domestic S&P GlobalQuality Rank or an S&P Global Issuer Credit Rating maybe included); and (3) applying a fundamental, qualitativeselection process focusing on factors including, but notlimited to:

• Valuation – Companies whose current valuationsappear attractive relative to long-term trends;

• Growth – Companies with a history of and prospectsfor above-average growth of sales and earnings;

• Cash Flow Generation – Companies with a history ofgenerating attractive operating and free cash flowsin order to facilitate current and future dividends;

• Balance Sheet – Companies displaying balancesheet strength evidenced by a history of achievingstrong financial results and making disciplined capitalmanagement decisions; and

• Returns – Companies with a history of above-average returns on invested capital.

The Sponsor selects the stocks for the Portfolio fromamong the S&P 500 Dividend Aristocrats Indexcomponent list as most recently made available to theSponsor prior to the Initial Date of Deposit.

Approximately 40% of the Portfolio is invested inshares of dividend-paying fixed income ETFs. Inselecting the ETFs for the Portfolio, the Sponsor soughtto choose ETFs that would provide broad exposure tocertain investment styles, indices, or sectors within thefixed income asset class. The Sponsor selects thedividend-paying fixed income ETFs based on the termand types of bonds that make up each fixed income ETFand how these particular ETFs fit into the fixed incomeallocation of the Portfolio. Further considerations includeeconomic outlook, current interest rates, credit risk andthe yield curve, as well as the term of the Portfolio.

Approximately 13% of the Portfolio consists of ETFsthat are funds classified as “non-diversified” under theInvestment Company Act of 1940. These funds have theability to invest a greater portion of their assets inobligations of a single issuer. As a result, these fundsmay be more susceptible to volatility than a more widelydiversified fund.

Of course, we cannot guarantee that your Portfoliowill achieve its objective. The value of your Units mayfall below the price you paid for the Units. You shouldread the “Risk Factors” section before you invest.

The Portfolio is designed as part of a long-terminvestment strategy. The Sponsor may offer asubsequent series of the portfolio when the current

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Balanced Dividend Sustainability & Income Portfolio

Portfolio terminates. As a result, you may achieve moreconsistent overall results by following the strategythrough reinvestment of your proceeds over severalyears if subsequent series are available. Repeatedlyrolling over an investment in a unit investment trust maydiffer from long-term investments in other investmentproducts when considering the sales charges, fees,expenses and tax consequences attributable to aUnitholder. For more information see “Rights ofUnitholders--Rollover”.

ETFs. Your Portfolio invests in ETFs, which areinvestment pools that hold a basket of securities. As aresult, investors in ETFs (and investors in your Portfolio)obtain exposure to a much greater number of securitiesthan an individual investor would typically be able toobtain on their own. ETF shares are listed on securitiesexchanges for trading, allowing investors to purchaseand sell individual ETF shares at market pricesthroughout the day. For more information please see thesection titled “ETFs”.

Principal Risks. As with all investments, you canlose money by investing in this Portfolio. The Portfolioalso might not perform as well as you expect. This canhappen for reasons such as these:

• Security prices will fluctuate. The value ofyour investment may fall over time.

• The value of fixed income securities inthe ETFs will generally fall if interestrates rise. In a low interest rate environment,risks associated with rising rates are heightened.The negative impact on fixed income securitiesfrom any interest rate increases could be swiftand significant. No one can predict whetherinterest rates will rise or fall in the future.

• An issuer may be unwilling or unable tomake payments of interest, dividends orprincipal in the future. This may result in areduction in the value of your Units.

• The financial condition of a security issuermay worsen or its credit ratings may drop,

resulting in a reduction in the value ofyour Units. This may occur at any point in time,including during the initial offering period.

• You could experience dilution of yourinvestment if the size of the Portfolio isincreased as Units are sold. There is noassurance that your investment will maintain itsproportionate share in the Portfolio’s profits andlosses.

• The portion of the Portfolio composed ofcommon stocks does not replicate all ofthe components of the S&P 500 DividendAristocrats Index or its componentweightings and the stocks in the Portfoliowill not change if the index components,or their weightings within the index,change. The performance of the Portfolio’sstocks will not correspond with the S&P 500Dividend Aristocrats Index. The stock portion ofthe Portfolio is not intended to replicate theperformance of the index.

• The Portfolio invests in shares of ETFs. Youshould understand the section titled “ETFs” beforeyou invest. In particular, shares of ETFs may tradeat a discount from their net asset value and aresubject to risks related to factors such asmanagement’s ability to achieve a fund’s objective,market conditions affecting a fund’s investmentsand use of leverage. In addition, there is the riskthat the market price of an ETF’s shares may tradeat a discount from its net asset value, an activesecondary market may not develop or bemaintained, or trading may be halted by theexchange on which they trade, which may impactthe Portfolio’s ability to sell the ETF shares. Theunderlying funds have management and operatingexpenses. You will bear not only your share of thePortfolio’s expenses, but also the expenses of theunderlying funds. By investing in other funds, thePortfolio incurs greater expenses than you wouldincur if you invested directly in the funds.

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• Securities of foreign issuers held bycertain of the ETFs in the Portfolio presentrisks beyond those of U.S. issuers. Theserisks may include market and political factorsrelated to the issuer’s foreign market, internationaltrade conditions, less regulation, smaller or lessliquid markets, increased volatility, differingaccounting practices and changes in the value offoreign currencies.

• Certain ETFs in the Portfolio invest incorporate bonds. Corporate bonds are debtobligations of a corporation, and as a result aregenerally subject to the various economic,political, regulatory, competitive and other suchrisks that may affect an issuer. Like other fixedincome securities, corporate bonds generallydecline in value with increases in interest rates.During periods of market turbulence, corporatebonds may experience illiquidity and volatility.During such periods, there can be uncertainty inassessing the financial condition of an issuer. Asa result, the ratings of the bonds in certain ETFsin the Portfolio may not accurately reflect anissuer’s current financial condition, prospects, orthe extent of the risks associated with investing insuch issuer’s securities.

• Certain ETFs in your Portfolio invest inpreferred securities. Preferred securities aretypically subordinated to bonds and other debtinstruments in a company’s capital structure interms of priority to corporate income andtherefore are subject to greater risk than thosedebt instruments. Income payments on manypreferred securities may be deferred but investorsare generally taxed as if they had received currentincome during any deferral period.

• Certain of the ETFs in the Portfolio investin senior loans. Although senior loans in whichthese ETFs invest may be secured by specificcollateral, there can be no assurance thatliquidation of collateral would satisfy the borrower’s

obligation in the event of non-payment ofscheduled principal or interest or that suchcollateral could be readily liquidated. Senior loansin which these ETFs invest generally are of belowinvestment grade credit quality, may be unrated atthe time of investment, generally are not registeredwith the Securities and Exchange Commission orany state securities commission, and generally arenot listed on any securities exchange. In addition,the amount of public information available onsenior loans generally is less extensive than thatavailable for other types of assets.

• Certain ETFs in the Portfolio may invest insecurities rated below investment gradeand considered to be “junk” or “high-yield” securities. Securities rated below“BBB-” by Standard & Poor’s or below “Baa3” byMoody’s are considered to be below investmentgrade. These securities are considered to bespeculative and are subject to greater market andcredit risks. Accordingly, the risk of default ishigher than with investment grade securities. Inaddition, these securities may be more sensitiveto interest rate changes and may be more likelyto make early returns of principal.

• We do not actively manage the Portfolio.Except in limited circumstances, the Portfolio willhold, and may continue to buy, shares of the samesecurities even if their market value declines.

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Fee Table

The amounts below are estimates of the direct and indirect expensesthat you may incur based on a $10 Public Offering Price per Unit. Actualexpenses may vary.

As a % of Public Amount Offering Per 100Sales Charge Price Units _________ _________

Initial sales charge 0.000% $ 0.000Deferred sales charge 2.250 22.500Creation and development fee 0.500 5.000 ______ ______Maximum sales charge 2.750% $27.500 ______ ______ ______ ______

As a % Amount of Net Per 100 Assets Units _________ _________

Estimated Organization Costs 0.673% $6.500 ______ ______ ______ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.305% $2.949Supervisory, bookkeeping and administrative fees 0.048 0.462Underlying fund expenses 0.109 1.053 ______ ______

Total 0.462% $4.464* ______ ______ ______ ______

Example

This example helps you compare the cost of the Portfolio with otherunit trusts and mutual funds. In the example we assume that the expensesdo not change and that the Portfolio’s annual return is 5%. Your actualreturns and expenses will vary. This example also assumes that you continueto follow the Portfolio strategy and roll your investment, including alldistributions, into a new trust every two years subject to a sales charge of2.75%. Based on these assumptions, you would pay the following expensesfor every $10,000 you invest in the Portfolio:

1 year $ 3853 years 8365 years 1,31210 years 2,400

* The estimated annual expenses are based upon the estimated trust sizefor the Portfolio determined as of the initial date of deposit. Because certainof the operating expenses are fixed amounts, if the Portfolio does not reachthe estimated size, or if the value of the Portfolio or number of outstandingunits decline over the life of the trust, or if the actual amount of theoperating expenses exceeds the estimated amounts, the actual amountof the operating expenses per 100 units would exceed the estimatedamounts. In some cases, the actual amount of operating expenses maysubstantially differ from the amounts reflected above.

The maximum sales charge is 2.75% of the Public Offering Priceper Unit. There is no initial sales charge at a Public Offering Price of $10or less. If the Public Offering Price exceeds $10 per Unit, the initial salescharge is the difference between the total sales charge (maximum of2.75% of the Public Offering Price) and the sum of the remainingdeferred sales charge and the creation and development fee. Thedeferred sales charge is fixed at $0.225 per Unit and accrues daily fromDecember 10, 2020 through May 9, 2021. Your Portfolio pays aproportionate amount of this charge on the 10th day of each monthbeginning in the accrual period until paid in full. The combination of theinitial and deferred sales charges comprises the “transactional salescharge”. The creation and development fee is fixed at $0.05 per unit andis paid at the earlier of the end of the initial offering period, (anticipatedto be three months) or six months following the Initial Date of Deposit.For more detail, see “Public Offering Price - General.”

Although not an actual operating expense, the Portfolio, andtherefore the Unitholders, will indirectly bear the operating expenses ofthe funds held by the Portfolio in the estimated amount provided above.Estimated fund expenses are based upon the net asset value of thenumber of fund shares held by the Portfolio per Unit multiplied by theannual operating expenses of the funds for the most recent fiscal year.The Trustee or Sponsor will waive fees otherwise payable by the Portfolio inan amount equal to any 12b-1 fees or other compensation the Trustee, theSponsor or an affiliate receives from the funds in connection with thePortfolio’s investment in the funds, including license fees receivable by anaffiliate of the Sponsor from a fund.

Essential Information

Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit August 5, 2020Mandatory Termination Date August 3, 2022Record Dates 10th day of September 2020 and each month thereafter Distribution Dates 25th day of September 2020 and each month thereafter CUSIP Numbers Cash – 46148B309 Reinvest – 46148B317 Fee Based Cash – 46148B325 Fee Based Reinvest – 46148B333

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Balanced Dividend Sustainability & Income Portfolio 2020-3

Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________

COMMON STOCKS - 60.04% Communication Services - 2.40% 140 AT&T, Inc. $ 30.010 $ 4,201.40 Consumer Discretionary - 7.16% 28 Lowe’s Companies, Inc. 149.670 4,190.76 21 McDonald’s Corporation 199.360 4,186.56 32 Target Corporation 130.450 4,174.40 Consumer Staples - 12.08% 90 Coca-Cola Company 46.690 4,202.10 27 Kimberly-Clark Corporation 156.300 4,220.10 31 PepsiCo, Inc. 137.470 4,261.57 32 Procter & Gamble Company 133.790 4,281.28 32 Walmart, Inc. 131.640 4,212.48 Financials - 4.79% 12 S&P Global, Inc. 345.770 4,149.24 31 T. Rowe Price Group, Inc. 137.090 4,249.79 Health Care - 9.61% 42 Abbott Laboratories 99.930 4,197.06 15 Becton, Dickinson and Company 282.860 4,242.90 29 Johnson & Johnson 147.220 4,269.38+ 43 Medtronic plc 96.290 4,140.47 Industrials - 12.02% 152 Carrier Global Corporatio 27.770 4,221.04 67 Emerson Electric Company 61.930 4,149.31 73 Raytheon Technologies Corporation 57.510 4,198.23 10 Roper Technologies, Inc. 433.410 4,334.10 27 Stanley Black & Decker, Inc. 154.650 4,175.55 Information Technology - 2.42% 31 Automatic Data Processing, Inc. 136.740 4,238.94 Materials - 7.17% 15 Air Products and Chemicals, Inc. 279.580 4,193.70 22 Ecolab, Inc. 189.310 4,164.82 39 PPG Industries, Inc. 107.790 4,203.81 Utilities - 2.39% 40 Atmos Energy Corporation 104.810 4,192.40

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Balanced Dividend Sustainability & Income Portfolio 2020-3

Portfolio (continued)______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________

FIXED INCOME EXCHANGE-TRADED FUNDS - 39.96%* 540 Invesco Senior Loan ETF $ 21.540 $ 11,631.60* 346 Invesco Taxable Municipal Bond ETF 33.760 11,680.96* 474 Invesco Variable Rate Preferred ETF 24.650 11,684.10 120 Vanguard Intermediate-Term Corporate Bond ETF 96.960 11,635.20 104 Vanguard Long-Term Corporate Bond ETF 112.560 11,706.24 141 Vanguard Short-Term Corporate Bond ETF 83.030 11,707.23___________ ____________ 2,806 $ 175,296.72___________ _______________________ ____________

See “Notes to Portfolio”.

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Notes to Portfolio

(1) The Securities are initially represented by “regular way” contracts for the performance of which an irrevocableletter of credit has been deposited with the Trustee. Contracts to acquire Securities were entered into on August 4, 2020 and have a settlement date of August 6, 2020 (see “The Portfolio”).

(2) The value of each Security is determined on the bases set forth under “Public Offering--Unit Price” as of theclose of the New York Stock Exchange on the business day before the Initial Date of Deposit. In accordancewith FASB Accounting Standards Codification (“ASC”), ASC 820, Fair Value Measurements and Disclosures,the Portfolio’s investments are classified as Level 1, which refers to security prices determined using quotedprices in active markets for identical securities. Other information regarding the Securities, as of the Initial Dateof Deposit, is as follows:

Profit Cost to (Loss) To Sponsor Sponsor ______________ _____________

$ 175,297 $ 0

“*” The investment advisor of this fund is an affiliate of the Sponsor.

“+” Indicates that the security was issued by a foreign company.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sponsor and Unitholders of Invesco Unit Trusts, Series 2069

Opinion on the Financial Statements

We have audited the accompanying statement of condition (including the related portfolio schedule) ofBalanced Dividend Sustainability & Income Portfolio 2020-3 (included in Invesco Unit Trusts, Series 2069 (the“Trust”)) as of August 5, 2020, and the related notes (collectively referred to as the “financial statements”). In ouropinion, the financial statements present fairly, in all material respects, the financial position of the Trust as ofAugust 5, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of Invesco Capital Markets, Inc., the Sponsor. Ourresponsibility is to express an opinion on the Trust’s financial statements based on our audit. We are a publicaccounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)and are required to be independent with respect to the Trust in accordance with the U.S. federal securities lawsand the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engagedto perform an audit of its internal control over financial reporting. As part of our audit we are required to obtainan understanding of internal control over financial reporting but not for the purpose of expressing an opinion onthe effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financialstatements, whether due to error or fraud, and performing procedures that respond to those risks. Suchprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financialstatements. Our audit also included evaluating the accounting principles used and significant estimates madeby the Sponsor, as well as evaluating the overall presentation of the financial statements. Our proceduresincluded confirmation of cash or an irrevocable letter of credit deposited for the purchase of securities as shownin the statement of condition as of August 5, 2020 by correspondence with The Bank of New York Mellon,Trustee. We believe that our audit provides a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the auditor of one or more of the unit investment trusts, sponsored by Invesco CapitalMarkets, Inc. and its predecessors since 1976.

New York, New YorkAugust 5, 2020

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STATEMENT OF CONDITIONAs of August 5, 2020

INVESTMENT IN SECURITIESContracts to purchase Securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 175,297 ___________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 175,297 ___________ ___________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities-- Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,140 Deferred sales charge liability (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,944 Creation and development fee liability (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 877Interest of Unitholders-- Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175,297Less: deferred sales charge, creation and development fee and organization costs (2)(4)(5)(6) . . . . . . . . . . . . . . . . 5,961 ___________ Net interest to Unitholders (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169,336 ___________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 175,297 ___________ ___________Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,530 ___________ ___________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.660 ___________ ___________

(1) The value of the Securities is determined by the Trustee on the bases set forth under “Public Offering--Unit Price”. The contracts to purchaseSecurities are collateralized by an irrevocable letter of credit which has been deposited with the Trustee.

(2) A portion of the Public Offering Price represents an amount sufficient to pay for all or a portion of the costs incurred in establishing the Portfolio.The amount of these costs are set forth in the “Fee Table”. A distribution will be made as of the earlier of the close of the initial offering period,(anticipated to be three months) or six months following the Initial Date of Deposit to an account maintained by the Trustee from which theorganization expense obligation of the investors will be satisfied. To the extent that actual organization costs of the Portfolio are greater than theestimated amount, only the estimated organization costs added to the Public Offering Price will be reimbursed to the Sponsor and deductedfrom the assets of the Portfolio.

(3) Represents the amount of mandatory distributions from the Portfolio on the bases set forth under “Public Offering”.(4) The creation and development fee is payable by the Portfolio on behalf of Unitholders out of the assets of the Portfolio as of the close of the initial

offering period. If Units are redeemed prior to the close of the initial public offering period, the fee will not be deducted from the proceeds.(5) The aggregate public offering price and the aggregate sales charge are computed on the bases set forth under “Public Offering”.(6) Assumes the maximum sales charge.

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THE PORTFOLIO

The Portfolio was created under the laws of the Stateof New York pursuant to a Trust Indenture and TrustAgreement (the “Trust Agreement”), dated the date ofthis prospectus (the “Initial Date of Deposit”), amongInvesco Capital Markets, Inc., as Sponsor, InvescoInvestment Advisers LLC, as Supervisor, and The Bankof New York Mellon, as Trustee.

The Portfolio offers investors the opportunity topurchase Units representing proportionate interests in aportfolio of securities. The Portfolio may be an appropriatemedium for investors who desire to participate in aportfolio of securities with greater diversification than theymight be able to acquire individually.

On the Initial Date of Deposit, the Sponsor depositeddelivery statements relating to contracts for thepurchase of the Securities and an irrevocable letter ofcredit in the amount required for these purchases withthe Trustee. In exchange for these contracts the Trusteedelivered to the Sponsor documentation evidencing theownership of Units of the Portfolio. Unless otherwiseterminated as provided in the Trust Agreement, thePortfolio will terminate on the Mandatory TerminationDate and any remaining Securities will be liquidated ordistributed by the Trustee within a reasonable time. Asused in this prospectus the term “Securities” means thesecurities (including contracts to purchase thesesecurities) listed in the “Portfolio” and any additionalsecurities deposited into the Portfolio.

Additional Units of the Portfolio may be issued atany time by depositing in the Portfolio (i) additionalSecurit ies, ( i i ) contracts to purchase Securit iestogether with cash or irrevocable letters of credit or (iii) cash (or a letter of credit or the equivalent) withinstructions to purchase additional Securities. Asadditional Units are issued by the Portfol io, theaggregate value of the Securities will be increased andthe fractional undivided interest represented by eachUnit may be decreased. The Sponsor may continue tomake additional deposits into the Portfolio followingthe Initial Date of Deposit provided that the additionaldeposits will be in amounts which will maintain, asnear ly as pract icable, the same percentage

relationship among the number of shares of eachSecurity in the Portfolio that existed immediately priorto the subsequent deposit. Investors may experiencea dilution of their investments and a reduction in theiranticipated income because of fluctuations in theprices of the Securities between the time of thedeposit and the purchase of the Securit ies andbecause the Port fo l io wi l l pay the associatedbrokerage or acquisition fees. In addition, during theinitial offering of Units it may not be possible to buy apart icular Security due to regulatory or tradingrestr ict ions, or corporate act ions. Whi le suchlimitations are in effect, additional Units would becreated by purchasing each of the Securities in yourPortfolio that are not subject to those limitations. Thiswould also result in the dilution of the investment inany such Security not purchased and potentialvariances in anticipated income. Purchases and salesof Securities by your Portfolio may impact the value ofthe Securities. This may especially be the case duringthe initial offering of Units, upon Portfolio terminationand in the course of satisfying large Unit redemptions.

Each Unit of the Portfolio initially offered representsan undivided interest in the Portfolio. At the close of theNew York Stock Exchange on the Init ial Date ofDeposit, the number of Units may be adjusted so thatthe Public Offering Price per Unit equals $10. Thenumber of Units, fractional interest of each Unit in thePortfolio and the figures exposed on a per Unit basiswil l increase or decrease to the extent of anyadjustment. To the extent that any Units are redeemedto the Trustee or additional Units are issued as a resultof additional Securities being deposited by the Sponsor,the fractional undivided interest in the Portfol iorepresented by each unredeemed Unit will increase ordecrease accordingly, although the actual interest in thePortfolio will remain unchanged. Units will remainoutstanding until redeemed upon tender to the Trusteeby Unitholders, which may include the Sponsor, or untilthe termination of the Trust Agreement.

The Portfolio consists of (a) the Securities (includingcontracts for the purchase thereof) l isted under“Portfolio” as may continue to be held from time to timein the Portfolio, (b) any additional Securities acquired

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and held by the Portfolio pursuant to the provisions ofthe Trust Agreement and (c) any cash held in the relatedIncome and Capital Accounts. Neither the Sponsor northe Trustee shall be liable in any way for any contractfailure in any of the Securities.

OBJECTIVE AND SECURITIES SELECTION

The objective of the Portfolio is described on page 2.There is no assurance that the Portfolio will achieve itsobjective.

The Sponsor, on behalf of the Portfolio has enteredinto a license agreement with S&P Opco, LLC underwhich the Portfolio is granted a license to use certaintrademarks and tradenames, to the extent the Sponsordeems appropriate and desirable under federal andstate securities laws to indicate the index that is asource for determining the composition of the Portfolio.The Portfolio is based in part on an S&P Index, but isnot sponsored, endorsed, marketed or promoted byS&P Dow Jones Indices LLC or its affiliates or its thirdparty licensors, including Standard & Poor’s FinancialServices LLC (“SPFS”) and Dow Jones TrademarkHoldings LLC (“Dow Jones”) (collectively, “S&P DowJones Indices”). S&P® is a registered trademark ofSPFS, and Dow Jones® is a registered trademark ofDow Jones and have been licensed for use.

The Portfolio is not sponsored, endorsed, sold orpromoted by S&P Dow Jones Indices. S&P Dow JonesIndices does not make any representation or warranty,express or implied, to the owners of the Portfolio or anymember of the public regarding the advisability ofinvesting in securities generally or in the Portfolioparticularly. S&P Dow Jones Indices’ only relationship tothe Sponsor with respect to the Portfolio is the licensingof the underlying S&P Index, certain trademarks, servicemarks and trade names of S&P Dow Jones Indices,and the provision of the calculation services. S&P DowJones Indices is not responsible for and has notparticipated in the determination of the prices andamount of the Portfolio or the timing of the issuance orsale of the Portfol io or in the determination orcalculation of the equation by which the Portfolio maybe converted into cash or other redemption mechanics.

S&P Dow Jones Indices has no obligation or liability inconnection with the administration, marketing or tradingof the Portfolio. S&P Dow Jones Indices LLC is not aninvestment advisor. Inclusion of a security within thePortfolio is not a recommendation by S&P Dow JonesIndices to buy, sell, or hold such security, nor is itinvestment advice.

S&P DOW JONES INDICES DOES NOTGUARANTEE THE ADEQUACY, ACCURACY,TIMELINESS AND/OR THE COMPLETENESS OF THEPORTFOLIO, INTELLECTUAL PROPERTY,SOFTWARE, OR ANY DATA RELATED THERETO ORANY COMMUNICATION WITH RESPECT THERETO,INCLUDING, ORAL, WRITTEN, OR ELECTRONICCOMMUNICATIONS. S&P DOW JONES INDICESSHALL NOT BE SUBJECT TO ANY DAMAGES ORLIABILITY FOR ANY ERRORS, OMISSIONS, ORDELAYS THEREIN. S&P DOW JONES INDICES MAKESNO EXPRESS OR IMPLIED WARRANTIES, ANDEXPRESSLY DISCLAIMS ALL WARRANTIES, OFMERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE OR USE OR AS TO RESULTS TO BEOBTAINED BY THE SPONSOR, OWNERS OF THEPORTFOLIO, OR ANY OTHER PERSON OR ENTITYFROM THE USE OF THE PORTFOLIO, INTELLECTUALPROPERTY, SOFTWARE, OR WITH RESPECT TO ANYDATA RELATED THERETO. WITHOUT LIMITING ANYOF THE FOREGOING, IN NO EVENT WHATSOEVERSHALL S&P DOW JONES INDICES BE LIABLE FORANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, ORCONSEQUENTIAL DAMAGES, INCLUDING BUT NOTLIMITED TO, LOSS OF PROFITS, TRADING LOSSES,LOST TIME, OR GOODWILL, EVEN IF THEY HAVEBEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES, WHETHER IN CONTRACT, TORT, STRICTLIABILITY, OR OTHERWISE.

The Sponsor does not manage the Portfolio. Youshould note that the Sponsor applied the selectioncriteria to the Securities for inclusion in your Portfolioprior to the Initial Date of Deposit. After this time, theSecurities may no longer meet the selection criteria.Should a Security no longer meet the selection criteria,we will generally not remove the Security from itsPortfolio. In offering the Units to the public, neither the

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Sponsor nor any broker-dealers are recommending anyof the individual Securities but rather the entire pool ofSecurities in a Portfolio, taken as a whole, which arerepresented by the Units.

ETFs

ETFs are investment pools that hold other securities.The ETFs in your Portfolio are passively-managed indexfunds that seek to replicate the performance orcomposition of a recognized securities index. The ETFsheld by your Portfolio are either open-end managementinvestment companies or unit investment trustsregistered under the Investment Company Act of 1940,as amended (“1940 Act”). Unlike typical open-endfunds or unit investment trusts, ETFs generally do notsell or redeem their individual shares at net asset value.Although ETFs sell and redeem shares in large blocks(often known as “Creation Units”), the Sponsor doesnot intend to sell or redeem ETF shares in this manner.Securities exchanges list ETF shares for trading, whichallows investors to purchase and sell individual ETFshares among themselves at market prices throughoutthe day. Your Portfolio will purchase and sell ETF shareson these securities exchanges. ETFs therefore possesscharacteristics of corporate common stocks, whichgenerally issue shares that trade at negotiated prices onsecurities exchanges and are not redeemable.

ETFs can provide exposure to broad-based indices,growth and value styles, market cap segments, sectorsand industries, and specific countries or regions of theworld. The securities comprising ETFs may includecommon equity securities, fixed income securities orother financial instruments. In general, ETFs may containanywhere from fewer than 20 securities up to more than1,000 securities. As a result, investors in ETFs (andinvestors in your Portfolio) obtain exposure to a muchgreater number of securities than an individual investorwould typically be able to obtain on their own. Theperformance of ETFs is generally highly correlated withthe indices or sectors which they are designed to track.

ETFs are subject to index correlation risk, which isthe risk that the performance of an ETF in your Portfoliowill vary from the actual performance of a security’starget index, known as “tracking error.” This can

happen due to transaction costs, market impact,corporate actions (such as mergers and spin-offs) andtiming variances. In particular, some ETFs use atechnique called “representative sampling,” whichmeans that the fund invests in a representative sampleof securities in its target index rather than all of theindex securities. This could increase the risk of atracking error.

Certain of the funds in the Portfolio may be classifiedas “non-diversified” under the Investment Company Actof 1940. These funds have the ability to invest a greaterportion of their assets in securities of a single issuerwhich could reduce diversification.

RISK FACTORS

All investments involve risk. This section describesthe main r isks that can impact the value of thesecurities in your Portfolio and the securities in theportfolios of the underlying funds in the Portfolio. Youshould understand these risks before you invest. If thevalue of the securities falls, the value of your Units willalso fall. We cannot guarantee that your Portfolio willachieve its objective or that your investment return willbe positive over any period.

Market Risk. Market risk is the risk that the value ofsecurities in your Portfolio or in the underlying ETFs inthe Portfolio will fluctuate. This could cause the value ofyour Units to fall below your original purchase price.Market value fluctuates in response to various factors.These can include changes in interest rates, inflation,the financial condition of a security’s issuer, perceptionsof the issuer, or rat ings on a security. Certaingeopolitical and other events, including environmentalevents and public health events such as epidemics andpandemics, may have a global impact and add toinstability in world economies and markets generally.Changing economic, political or financial marketconditions in one country or geographic region couldadversely affect the market value of the securities heldby your Portfolio in a different country or geographicregion due to increasingly interconnected globaleconomies and financial markets. Even though yourPortfolio is supervised, you should remember that wedo not manage your Portfolio. Your Portfolio will not sell

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a security solely because the market value falls as ispossible in a managed fund.

Furthermore, a recent outbreak of a respiratorydisease caused by a novel coronavirus (“COVID-19”),first detected in China in December 2019, has spreadglobally in a short period of time. COVID-19 hasresulted in the disruption of, and delays in, productionand supply chains and the delivery of healthcareservices and processes, as well as the cancellation oforganized events and educational institutions, a declinein consumer demand for certain goods and services,and general concern and uncertainty. In response,governments and businesses world-wide, including theUnited States, have taken aggressive measures,including closing borders, restricting international anddomestic travel, imposing prolonged quarantines oflarge populations, and financial support of the economyand financial markets. COVID-19 and its effects havecontributed to increased volatility in global markets,severe loses, liquidity constraints, and lowered yields;the duration of such effects cannot yet be determinedbut could be present for an extended period of time.The effects that COVID-19 may have on certain sectorsand industries are uncertain and may adversely affectthe value of your Portfolio.

Dividend Payment Risk. Dividend payment risk isthe risk that an issuer of a security, or an underlyingsecurity in an ETF, is unwilling or unable to pay dividendson a security. Stocks represent ownership interests inthe issuers and are not obligations of the issuers.Common stockholders have a right to receive dividendsonly after the company has provided for payment of itscreditors, bondholders and preferred stockholders.Common stocks do not assure dividend payments.Dividends are paid only when declared by an issuer’sboard of directors and the amount of any dividend mayvary over time. If dividends received by the Portfolio areinsufficient to cover expenses, redemptions or otherPortfolio costs, it may be necessary for the Portfolio tosell Securities to cover such expenses, redemptions orother costs. Any such sales may result in capital gains orlosses to you. See “Taxation”.

Index Correlation. The portion of the Portfolio ofstocks from the S&P 500 Dividend Aristocrats Index does

not seek to replicate all of the components of the indexor its component weightings, and further, the stocks inthe Portfolio will not change if the index components, ortheir weightings within the index, change. Theperformance of stocks in your Portfolio wil l notcorrespond with the index for this reason and becauseyour Portfolio incurs a sales charge and expenses.

Interest Rate Risk. Interest rate risk is the risk thatthe value of securities held by the fixed income ETFs inyour Portfolio will fall if interest rates increase. Thesecurities held by the fixed income ETFs in yourPortfolio typically fall in value when interest rates riseand rise in value when interest rates fall. The securitiesheld by the fixed income ETFs in your Portfolio withlonger periods before maturity are often more sensitiveto interest rate changes. In a low interest rateenvironment risks associated with rising rates areheightened. The negative impact on fixed incomesecurities from any interest rate increases could be swiftand significant and, as a result, a rise in interest ratesmay adversely affect the value of your Units. Prices ofbonds, even inflation-protected bonds, held by the fixedincome ETFs in your Portfolio may fall because of a risein interest rates.

Credit Risk. Credit risk is the risk that a borrower isunable to meet its obligation to pay principal or intereston a security held by the fixed income ETFs in yourPortfolio. This may reduce the level of dividends suchETFs pay which would reduce your income and couldcause the value of your Units to fall.

Exchange-Traded Funds. Your Portfolio invests inshares of ETFs. You should understand the precedingsection titled “ETFs” before you invest. Shares of ETFsfrequently trade at a discount from their net asset valuein the secondary market. This risk is separate anddistinct from the risk that the net asset value of fundshares may decrease. The amount of such discountfrom net asset value is subject to change from time totime in response to various factors. ETFs are subject tovarious risks, including management’s ability to meet thefund’s investment objective, and to manage the fundportfolio when the underlying securities are redeemed orsold, during periods of market turmoil and as investors’perceptions regarding funds or their underlying

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investments change. Your Portfolio and the underlyingfunds have operating expenses. You will bear not onlyyour share of your Portfolio’s expenses, but also theexpenses of the underlying funds. By investing in otherfunds, your Portfolio incurs greater expenses than youwould incur if you invested directly in the funds.

Corporate Bond Risk. Certain of the ETFs held byyour Portfolio may invest in corporate bonds. Corporatebonds, which are debt instruments issued bycorporations to raise capital, have priority over preferredsecurities and common stock in an issuer’s capitalstructure, but may be subordinated to an issuer’s otherdebt instruments. The market value of a corporate bondmay be affected by factors directly related to the issuer,such as investors’ perceptions of the creditworthinessof the issuer, the issuer’s financial performance,perceptions of the issuer in the market place,performance of the issuer’s management, the issuer’scapital structure, the use of financial leverage anddemand for the issuer’s goods and services, and byfactors not directly related to the issuer such as generalmarket liquidity. The market value of corporate bondsgenerally may be expected to rise and fall inversely withinterest rates, and as a result, corporate bonds maylose value in a rising-rate environment. To the extent anyof the ETFs held by your Portfolio are invested in belowinvestment grade corporate bonds, such bonds areoften high risk and have speculative characteristics andmay be particularly susceptible to adverse issuer-specific developments (see “High-Yield Security Risk”immediately below).

High-Yield Security Risk. Certain of the fixedincome ETFs held by your Portfolio may invest inhigh-yield securities or unrated securities. High-yield,high risk securities are subject to greater marketfluctuations and risk of loss than securities with higherinvestment ratings. The value of these securities willdecline significantly with increases in interest rates, notonly because increases in rates generally decreasevalues, but also because increased rates may indicatean economic slowdown. An economic slowdown, or areduction in an issuer’s creditworthiness, may result inthe issuer being unable to maintain earnings at a levelsufficient to maintain interest and principal payments.

High-yield or “junk” securities, the generic names forsecurities rated below “BBB-” by Standard & Poor’s or“Baa3” by Moody’s, are frequently issued bycorporations in the growth stage of their developmentor by established companies who are highly leveragedor whose operations or industries are depressed.Securities rated below BBB- or Baa3 are consideredspeculative as these ratings indicate a quality of lessthan investment grade. Because high-yield securitiesare general ly subordinated obl igations and areperceived by investors to be riskier than higher ratedsecurities, their prices tend to fluctuate more thanhigher rated securities and are affected by short-termcredit developments to a greater degree.

The market for high-yield securities is smaller andless liquid than that for investment grade securities.High-yield securities are generally not listed on anational securit ies exchange but trade in theover-the-counter markets. Due to the smaller, less liquidmarket for high-yield securities, the bid-offer spread onsuch securities is generally greater than it is forinvestment grade securities and the purchase or sale ofsuch securities may take longer to complete.

Foreign Issuer Risk. Certain securities, includingthe underlying securities held by certain ETFs in thePortfolio, may be issued by foreign issuers. Thissubjects the Portfolio to more risks than if it invested insecurities linked solely to domestic securities.

These risks include the risk of losses due to futurepolitical and economic developments, internationaltrade condit ions, foreign withholding taxes andrestrictions on foreign investments or exchange ofsecurities, foreign currency fluctuations or restriction onexchange or repatriation of currencies.

The political, economic and social structures of someforeign countries may be less stable and more volatilethan those in the U.S. Investments in these countriesmay be subject to the risks of internal and externalconflicts, currency devaluations, foreign ownershiplimitations and tax increases. It is possible that agovernment may take over the assets or operations of acompany or impose restrictions on the exchange orexport of currency or other assets. Diplomatic and

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political developments, including rapid and adversepolitical changes, social instability, regional conflicts,terrorism and war, could affect the economies,industries, and securities and currency markets, and thevalue of an investment, in non-U.S. countries. No onecan predict the impact that these factors could have onthe value of foreign securities.

The purchase and sale of the foreign securities mayoccur in foreign securities markets. Certain of thefactors stated above may make it impossible to buy orsell them in a timely manner or may adversely affect thevalue received on a sale of securities. In addition, roundlot trading requirements exist in certain foreignsecurities markets. Brokerage commissions and otherfees general ly are higher for foreign securit ies.Government supervision and regulation of foreignsecurities markets, currency markets, trading systemsand brokers may be less than in the U.S. Theprocedures and rules governing foreign transactionsand custody also may involve delays in payment,delivery or recovery of money or investments.

Foreign companies may not be subject to the samedisclosure, accounting, auditing and financial reportingstandards and practices as U.S. companies. Thus,there may be less information publicly available aboutforeign companies than about most U.S. companies.Certain foreign securities may be less liquid (harder tosell) and more volatile than many U.S. securities.

In addition, for foreign securities of European issuers,the departure of any European Union (“EU”) memberfrom use of the Euro could lead to serious disruptionsto foreign exchanges, operations and settlements,which may have an adverse effect on European issuers.More recently, there is uncertainty regarding the state ofthe EU following the United Kingdom’s (“U.K.”) initiationon March 27, 2017 of the process to exit from the EU(“Brexit”). As of January 31, 2020, the U.K. has officiallyexited the EU, though trade negotiations are ongoing.The effect that Brexit may have on the global financialmarkets is uncertain. No one can predict the impactthat these factors could have on the securities held byyour Portfolio.

Because securities of foreign issuers not listed on aU.S. securities exchange generally pay dividends andtrade in foreign currencies, the U.S. dollar value of thesesecurities and dividends will vary with fluctuations inforeign exchange rates. Most foreign currencies havefluctuated widely in value against the U.S. dollar forvarious economic and political reasons and foreigncurrency exchange markets can be quite volatiledepending on the activity of the large internationalcommercial banks, various central banks, largemulti-national corporations, speculators and otherbuyers and sellers of foreign currencies.

Senior Loans. Certain of the ETFs held by thePortfolio may invest in secured senior loans (or “seniorloans”). Senior loans are debt instruments issued byvarious financial institutions and other issuers tocorporations, partnerships, limited liability companiesand other entities to finance leveraged buyouts,recapital izat ions, mergers, acquisit ions, stockrepurchases, debt refinancings and, to a lesser extent,for general operating and other purposes. Senior loansare backed by a company’s assets and generally holdthe most senior posit ion in a company’s capitalstructure, ahead of other types of debt securities, aswell as preferred and common stock. Senior securedloans are typically backed by assets such as inventory,receivables, real estate property, buildings, intellectualproperty such as patents or trademarks, and even thestock of other companies or subsidiaries. In the event ofnon-payment, there is no assurance that such collateralcould be readily liquidated, or that liquidation wouldsatisfy the borrower’s obligation. In addition, whilesecured creditors generally receive greater protection ininsolvency situations, there is no assurance thatcollateral could be readily liquidated, or that liquidationof collateral will be sufficient to repay interest and/orprincipal in such situations. In the event of non-paymentconcerning a loan held by an ETF in your Portfolio, thevalue of your Units may be adversely affected.

Additionally, the underlying loan interest rates “float”above indices, which can move up or down withmarket rate movements, such as the prime rate offeredby one or more major banks, the London InterbankOffered Rate (“LIBOR”) or other alternative benchmark

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rates or the certificate of deposit rate or other baselending rates used by commercial lenders. As a result,the yield on ETFs investing in senior loans will generallydecline in a fall ing interest rate environment andincrease in a r is ing interest rate environment.Additionally, since senior loans generally have floatinginterest rates, they are typically not as sensitive asfixed-income investments to price fluctuations due tochanges in interest rates. Senior loans have historicallypaid a higher rate of interest than most short-terminvestments. Of course, there is no guarantee that thiswill occur in the future.

As noted above, certain senior loans invested in byETFs that the Portfolio owns may reference LIBOR. OnJuly 27, 2017, the United Kingdom's Financial ConductAuthority, which regulates LIBOR, announced that itintends to phase out LIBOR by the end of 2021. Thereremains uncertainty regarding the future of LIBOR andthe nature of any replacement rate. While someinstruments may contemplate a scenario where LIBORis no longer available by providing for an alternative ratesetting methodology, not all instruments may have suchprovisions and there is uncertainty regarding theeffectiveness of any alternative methodology. Thereplacement and/or discontinuation of LIBOR couldlead to significant short-term and long-term uncertaintyand market instability. The unavailability or replacementof LIBOR may affect the value, liquidity or return oncertain investments and may result in costs incurred inconnection with closing out positions and entering intonew positions. Any pricing adjustments to the ETFs’investments resulting from a substitute reference ratemay also adversely affect the Portfolio's performanceand/or net asset value.

Senior loans are generally below investment gradequality and may be unrated at the time of investment;are generally not registered with the SEC or statesecurities commissions; and are generally not listed onany securities exchange. In addition, the amount ofpublic information available on senior loans is generallyless extensive than that typically available for othertypes of securities.

Preferred Securities Risk. Certain of the ETFsheld by your Portfolio may invest in preferred securities

including preferred stocks, trust preferred securities orother similar securities.

Preferred stocks are unique securities that combinesome of the characteristics of both common stocks andbonds. Preferred stocks generally pay a fixed, floating,or variable interest rate and are sold on the basis ofcurrent yield, like bonds. However, because they areequity securities, preferred stocks provide equityownership of a company and the income is paid in theform of dividends. Any preferred stocks with variable orfloating interest rates benchmarked to LIBOR have thesame LIBOR risk as discussed immediately above in“Senior Loans.”

Preferred stocks typically have a yield advantage overcommon stocks as well as comparably-rated fixedincome investments. Preferred stocks are typicallysubordinated to bonds and other debt instruments in acompany’s capital structure, in terms of priority tocorporate income, and therefore will be subject togreater credit risk than those debt instruments.

Trust preferred securities are securities typicallyissued by corporations, generally in the form of interestbearing notes or preferred securities, or by an affiliatedbusiness trust of a corporation, generally in the form ofbeneficial interests in subordinated debentures orsimilarly structured securities. Distribution payments ofyour Portfolio preferred securities generally coincidewith interest payments on the underlying obligations.Trust preferred securit ies general ly have a yieldadvantage over traditional preferred stocks, but unlikepreferred stocks, in some cases distributions aretreated as interest rather than dividends for federalincome tax purposes and therefore, are not eligible forthe dividends-received deduction. Trust preferredsecurities prices fluctuate for several reasons includingchanges in investors’ perception of the financialcondition of an issuer or the general condition of themarket for trust preferred securities, or when political oreconomic events affecting the issuers occur. Trustpreferred securities are also sensitive to interest ratefluctuations, as the cost of capital rises and borrowingcosts increase in a rising interest rate environment andthe risk that a trust preferred security may be called forredemption in a falling interest rate environment.

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Certain trust preferred securities are also subject tounique risks which include the fact that dividendpayments will only be paid if interest payments on theunderlying obligations are made, which interestpayments are dependent on the financial condition ofthe issuer and may be deferred. During any deferralperiod, investors are generally taxed as if they hadreceived current income. In such a case, an investormay have income taxes due prior to receiving cashdistributions to pay such taxes. In addition, theunderlying obligations, and thus the trust preferredsecurities, may be pre-paid after a stated call date oras a result of certain tax or regulatory events. Preferredsecurities are typically subordinated to bonds andother debt instruments in a company’s capitalstructure, in terms of priority to corporate income, andtherefore will be subject to greater credit risk thanthose debt instruments.

Industry Risks. Your Portfol io may investsignificantly in certain industries. Any negative impacton the related industry will have a greater impact on thevalue of Units than on a portfolio diversified over severalindustries. You should understand the risks of theseindustries before you invest.

The relative weighting or composition of your Portfoliomay change during the life of your Portfolio. Followingthe Initial Date of Deposit, the Sponsor intends to issueadditional Units by depositing in your Portfolio additionalsecurities in a manner consistent with the provisionsdescribed in the above section entitled “The Portfolio”.As described in that section, it may not be possible toretain or continue to purchase one or more Securities inyour Portfolio. In addition, due to certain limitedcircumstances described under “Portfol ioAdministration”, the composition of the Securities in yourPortfolio may change. Accordingly, the fluctuations in therelative weighting or composition of your Portfolio mayresult in concentrations (25% or more of a Portfolio’sassets) in securities of a particular type, industry and/orgeographic region. As of the Initial Date of Deposit, yourPortfolio was significantly invested in the following.

Consumer Discretionary and Consumer StaplesIssuers. Your Portfolio invests significantly in companiesthat manufacture or sell various consumer products.

General risks of these companies include the overallstate of the economy, intense competit ion andconsumer spending trends. A decline in the economywhich results in a reduction of consumers’ disposableincome can negatively impact spending habits. Globalfactors including political developments, imposition ofimport controls, fluctuations in oil prices, and changesin exchange rates may adversely affect issuers ofconsumer products and services.

Competitiveness in the retail industry may requirelarge capital outlays for the installation of automatedcheckout equipment to control inventory, track the saleof items and gauge the success of sales campaigns.Retailers who sell their products over the Internet havethe potential to access more consumers, but mayrequire sophisticated technology to remain competitive.Changes in demographics and consumer tastes canalso affect the demand for, and the success of,consumer products and services in the marketplace.Consumer products and services companies may besubject to government regulation affecting theirproducts and operations which may negatively impactperformance. Tobacco companies may be adverselyaffected by new laws, regulations and litigation.

Financial Services Issuers. The securities held directlyby the Portfolio, and the underlying securities in the ETFsheld by the Portfolio, collectively have significantexposure to financial services companies. Companies inthe financial services industry include, but are not limitedto, companies involved in activities such as banking,mortgage finance, consumer finance, specializedfinance, industrial finance and leasing, investmentbanking and brokerage, asset management andcustody, corporate lending, insurance, and financialinvestment. In general, financial services issuers aresubstantially affected by changes in economic andmarket conditions, including: the liquidity and volatilitylevels in the global financial markets; interest rates, aswell as currency and commodities prices; investorsentiment; the rate of corporate and consumer defaults;inflation and unemployment; the availability and cost ofcapital and credit; exposure to various geographicmarkets or in commercial and residential real estate;competition from new entrants in their fields of business;

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extensive government regulation; and the overall healthof the U.S. and international economies. Due to the widevariety of companies in the financial services sector, theymay behave and react in different ways in response tochanges in economic and market conditions.

Companies in the financial services sector aresubject to several distinct risks. Such companies maybe subject to systematic risk, which may result due tofactors outside the control of a particular financialinstitution — like the failure of another, significantfinancial institution or material disruptions to the creditmarkets — that could adversely affect the ability of thefinancial institution to operate normally or may impairits financial condition. Financial services companies aretypically affected by changes in interest rates, and maybe disproportionally affected as a result of volatile and/or rising interest rates.

Certain f inancial services companies maythemselves have concentrated portfolios, which makesthem vulnerable to economic conditions that affect thatindustry. Companies in this sector are often subject tocredit risk, meaning they may have exposure toinvestments or agreements which under certaincircumstances may lead to losses.

The financial services sector may be adverselyaffected by global developments including recessionaryconditions, deterioration in the credit markets andconcerns over sovereign debt. This may increase thecredit risk, and possibility of default, of bonds issuedby such institutions faced with these problems. Inaddition, the liquidity of certain debt instruments maybe reduced or eliminated due to the lack of availablemarket makers. There can be no assurance that therisks associated with investment in financial servicesissuers will decrease even assuming that the U.S.and/or foreign governments and agencies take stepsto address problems that may arise.

Most financial services companies are subject toextensive governmental regulation, which limits theiractivities and may affect their ability to earn a profitfrom a given line of business. This also exposesfinancial services issuers to regulatory risk, wherecertain f inancial services companies may suffer

setbacks if regulators change the rules under whichthey operate. Challenging economic and politicalconditions, along with increased public scrutiny duringthe past several years, led to new legislation andincreased regulation in the U.S. and abroad, creatingadditional difficulties for financial institutions. Regulatoryinitiatives and requirements that were proposed aroundthe world may be inconsistent or may conflict withprevious regulations to which financial services issuerswere subject, thereby resulting in higher complianceand legal costs, as well as the potential for higheroperational, capital and liquidity costs. Proposed orenacted regulations may further limit the amounts andtypes of loans and other financial commitments certainfinancial services issuers can make, and further, maylimit the interest rates and fees they can charge, theprices they can charge and the amount of capital theymust maintain. These laws and regulations may affectthe manner in which a particular financial institutiondoes business and the products and services it mayprovide. Increased regulation may restrict a company’sability to compete in its current businesses or to enterinto or acquire new businesses. New regulations mayreduce or l imit a company’s revenue or imposeadditional fees, limit the scope of their activities,increase assessments or taxes on those companiesand intensify regulatory supervision, adversely affectingbusiness operations or leading to other negativeconsequences.

Among the most prominent pieces of U.S. legislationfollowing the 2008 financial crisis was the Dodd-FrankWall Street Reform and Consumer Protection Act (the“Dodd-Frank Act”), enacted into federal law on July 21,2010. The Dodd-Frank Act included reforms andrefinements to modernize existing laws to addressemerging risks and issues in the nation’s evolvingfinancial system. It also established entirely newregulatory regimes, including in areas such as systemicrisk regulation, over-the-counter derivatives marketoversight, and federal consumer protection. The Dodd-Frank Act intended to cover virtually all participants in thefinancial services industry for years to come, includingbanks, thrifts, depository institution holding companies,mortgage lenders, insurance companies, industrial loan

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companies, broker-dealers and other securities andinvestment advisory firms, private equity and hedgefunds, consumers, numerous federal agencies and thefederal regulatory structure. In particular, certainprovisions of the Dodd-Frank Act increased the capitalrequirements of certain financial services companiessupervised by the Federal Reserve, resulting in suchcompanies incurring generally higher deposit premiums.These types of regulatory changes led to some adverseeffects on certain financial services issuers anddecreases in such issuers’ profits or revenues.

The Economic Growth, Regulatory Relief andConsumer Protection Act (the “Relief Act”), enactedinto federal law on May 23, 2018, introduces changeson several aspects of the U.S. financial industry. TheRelief Act dilutes some of the stringent regulationsimposed by the Dodd-Frank Act and aims to makethings easier for small- and medium-sized U.S. banks –however, all banks will remain regulated. The Relief Actwill relieve small- and medium-sized banks from majorregulatory compliance costs l inked with stricterscrutiny. The Relief Act may lead to further deregulationand roll-back of the Dodd-Frank Act and the Sponsoris unable to predict the impact that such changes mayhave on financial services issuers.

Financial services companies operating in foreigncountries are also subject to regulatory and interest rateconcerns. In particular, government regulation in certainforeign countries may include controls on interest rates,credit availability, prices and currency transfers. Thedeparture of any EU member from use of the Eurocould lead to serious disruptions to foreign exchanges,operations and settlements, which may have anadverse effect on financial services issuers. Morerecently, there is uncertainty regarding the state of theEU following the U.K. initiation on March 27, 2017, ofthe process to exit from the EU. As of January 31,2020, the U.K has officially exited the EU, though tradenegotiations are still ongoing.

Commercial banks ( including “money center”regional and community banks), savings and loanassociations and holding companies of the foregoingare especially subject to adverse effects of volatileinterest rates, concentrations of loans in particular

industries or classifications (such as real estate, energy,or sub-prime mortgages), and significant competition.The profitability of these businesses is to a significantdegree dependent on the availability and cost of capitalfunds. Economic conditions in the real estate marketmay have a particularly strong effect on certain banksand savings associations. Commercial banks andsavings associations are subject to extensive federaland, in many instances, state regulation. Neither suchextensive regulation nor the federal insurance ofdeposits ensures the solvency or profitabil ity ofcompanies in this industry, and there is no assuranceagainst losses in securities issued by such companies.

Insurance companies are particularly subject togovernment regulation and rate setting, potentialantitrust and tax law changes, and industry-widepricing and competition cycles. Property and casualtyinsurance companies also may be affected by weather,terrorism, long-term climate changes, and othercatastrophes. Life and health insurance companiesmay be affected by mortality and morbidity rates,including the effects of epidemics. Individual insurancecompanies may be exposed to reserve inadequacies,problems in investment portfolios (for example, realestate or “ junk” bond holdings) and fai lures ofreinsurance carriers.

Many of the investment considerations discussed inconnection with banks and insurance companies alsoapply to other financial services companies. Thesecompanies are subject to extensive regulation, rapidbusiness changes, and volatile performance dependenton the availability and cost of capital and prevailinginterest rates and significant competition. Generaleconomic condit ions signif icant ly affect thesecompanies. Credit and other losses resulting from thefinancial difficulty of borrowers or other third partieshave a potentially adverse effect on companies in thisindustry. Investment banking, securities brokerage andinvestment advisory companies are particularly subjectto government regulation and the risks inherent insecurities trading and underwriting activities.

The financial condition of customers, clients andcounterparties, including other financial institutions,could adversely affect financial services issuers.

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Financial services issuers are interrelated as a result ofmarket making, trading, clearing or other counterpartyrelationships. Many of these transactions exposefinancial services issuers to credit risk as a result of theact ions of, or deter iorat ion in, the commercialsoundness of other counterparty financial institutions.Economic and market conditions may increase creditexposures due to the increased risk of customer, clientor counterparty default. Downgrades to the creditratings of financial services issuers could have anegative effect on liquidity, cash flows, competitiveposition, financial condition and results of operationsby significantly limiting access to funding or capitalmarkets, increasing borrowing costs or triggeringincreased collateral requirements. Financial servicesissuers face significant legal risk, both from regulatoryinvestigations and proceedings, as well as privateactions. Profit margins of these companies continue toshrink due to the commoditization of traditionalbusinesses, new competitors, capital expenditures onnew technology and the pressure to compete globally.

Industrials Issuers. The securities held directly by thePortfolio, and the underlying securities in the ETFs heldby the Portfolio, collectively have significant exposureto industrials companies. General risks of industrialscompanies include the general state of the economy,intense competition, imposition of import controls,volatility in commodity prices, currency exchange ratefluctuation, consolidation, labor relations, domestic andinternational politics, excess capacity and consumerspending trends. Companies in the industrials sectormay be adversely affected by liability for environmentaldamage and product liability claims. Capital goodscompanies may also be significantly affected by overallcapital spending and leverage levels, economic cycles,technical obsolescence, delays in modernization,limitations on supply of key materials, depletion ofresources, government regulations, governmentcontracts and e-commerce initiatives.

Industrials companies may also be affected by factorsmore specific to their individual industries. Industrialmachinery manufacturers may be subject to declines incommercial and consumer demand and the need formodernization. Aerospace and defense companies may

be influenced by decreased demand for new equipment,aircraft order cancellations, disputes over or ability toobtain or retain government contracts, changes ingovernment budget priorities, changes in aircraft-leasingcontracts and cutbacks in profitable business travel. Thenumber of housing starts, levels of public and non-residential construction including weakening demand fornew office and retail space, and overall constructionspending may adversely affect construction materialsand equipment manufacturers. Stocks of transportationcompanies are cyclical and can be significantly affectedby economic changes, fuel prices and insurance costs.Transportation companies in certain countries may alsobe subject to significant government regulation andoversight, which may negatively impact their businesses.

Tax and Legislation Risk. Tax legislat ionproposed by the President or Congress, tax regulationsproposed by the U.S. Treasury or positions taken by theInternal Revenue Service could affect the value of yourPortfol io by changing the taxation or taxcharacterizations of its portfolio securities, or dividendsand other income paid by or related to such securities.Congress has considered such proposals in the pastand may do so in the future. In December 2017,Congress passed, and the President signed, significanttax legislation, much of which became effective in 2018.No one can predict whether any other legislation will beproposed, adopted or amended by Congress and noone can predict the impact that any other legislationmight have on your Portfolio or its portfolio securities, oron the tax treatment of your Portfolio or of yourinvestment in your Portfolio.

Liquidity Risk. Liquidity risk is the risk that thevalue of a security will fall if trading in the security islimited or absent. The market for certain investmentsmay become less liquid or illiquid due to adversechanges in the conditions of a particular issuer or dueto adverse market or economic conditions. In theabsence of a liquid trading market for a particularsecurity, the price at which such security may be soldto meet redemptions, as well as the value of the Unitsof your Portfolio, may be adversely affected. No onecan guarantee that a liquid trading market will exist forany security.

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No FDIC Guarantee. An investment in yourPortfolio is not a deposit of any bank and is not insuredor guaranteed by the Federal Deposit InsuranceCorporation or any other government agency.

PUBLIC OFFERING

General. Units are offered at the Public OfferingPrice which consists of the net asset value per Unit plusorganization costs plus the sales charge. The net assetvalue per Unit is the value of the securities, cash andother assets in your Portfolio reduced by the liabilities ofthe Portfolio divided by the total Units outstanding. Themaximum sales charge equals 2.75% of the PublicOffering Price per Unit (2.828% of the aggregateoffering price of the Securities) at the time of purchase.

The initial sales charge is the difference between thetotal sales charge amount (maximum of 2.75% of thePublic Offering Price per Unit) and the sum of theremaining fixed dollar deferred sales charge and thefixed dollar creation and development fee (initially $0.275per Unit). Depending on the Public Offering Price perUnit, you pay the initial sales charge at the time you buyUnits. The deferred sales charge is fixed at $0.225 perUnit. Your Portfolio pays the deferred sales charge ininstallments as described in the “Fee Table.” If anydeferred sales charge payment date is not a businessday, we will charge the payment on the next businessday. If you purchase Units after the initial deferred salescharge payment, you will only pay that portion of thepayments not yet collected. If you redeem or sell yourUnits prior to collection of the total deferred salescharge, you will pay any remaining deferred sales chargeupon redemption or sale of your Units. The initial anddeferred sales charges are referred to as the“transactional sales charge.” The transactional salescharge does not include the creation and developmentfee which compensates the Sponsor for creating anddeveloping your Portfolio and is described under“Expenses.” The creation and development fee is fixedat $0.05 per Unit. Your Portfolio pays the creation anddevelopment fee as of the close of the initial offeringperiod as described in the “Fee Table.” If you redeem orsell your Units prior to collection of the creation anddevelopment fee, you will not pay the creation and

development fee upon redemption or sale of your Units.After the initial offering period the maximum sales chargewill be reduced by 0.50%, reflecting the previouscollection of the creation and development fee. Becausethe deferred sales charge and creation and developmentfee are fixed dollar amounts per Unit, the actual chargeswill exceed the percentages shown in the “Fee Table” ifthe Public Offering Price per Unit falls below $10 and willbe less than the percentages shown in the “Fee Table” ifthe Public Offering Price per Unit exceeds $10. In noevent will the maximum total sales charge exceed2.75% of the Public Offering Price per Unit.

The “Fee Table” shows the sales charge calculationat a $10 Public Offering Price per Unit. At a $10 PublicOffering Price, there is no initial sales charge during theinitial offering period. If the Public Offering Priceexceeds $10 per Unit, you will pay an initial salescharge equal to the difference between the total salescharge and the sum of the remaining deferred salescharge and the creation and development fee. Forexample, if the Public Offering Price per Unit rose to$14, the maximum sales charge would be $0.385(2.75% of the Public Offering Price per Unit), consistingof an initial sales charge of $0.110, a deferred salescharge of $0.225 and the creation and development feeof $0.050. Since the deferred sales charge and creationand development fee are fixed dollar amounts per Unit,your Portfolio must charge these amounts per Unitregardless of any decrease in net asset value. However,if the Public Offering Price per Unit falls to the extentthat the maximum sales charge percentage results in adollar amount that is less than the combined fixed dollaramounts of the deferred sales charge and creation anddevelopment fee, your initial sales charge will be a creditequal to the amount by which these fixed dollar chargesexceed your sales charge at the time you buy Units. Insuch a situation, the value of securities per Unit wouldexceed the Public Offering Price per Unit by the amountof the initial sales charge credit and the value of thosesecurities will fluctuate, which could result in a benefit ordetriment to Unitholders that purchase Units at thatprice. The initial sales charge credit is paid by theSponsor and is not paid by your Portfolio. If the PublicOffering Price per Unit fell to $6, the maximum sales

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charge would be $0.165 (2.75% of the Public OfferingPrice per Unit), which consists of an initial sales charge(credit) of -$0.110, a deferred sales charge of $0.225and a creation and development fee of $0.050.

The actual sales charge that may be paid by aninvestor may differ slightly from the sales chargesshown herein due to rounding that occurs in thecalculation of the Public Offering Price and in thenumber of Units purchased.

The minimum purchase is 100 Units (25 Units forretirement accounts) but may vary by selling firm.Certain broker-dealers or selling firms may charge anorder handling fee for processing Unit purchases.

Reducing Your Sales Charge. The Sponsoroffers ways for you to reduce the sales charge that youpay. It is your financial professional’s responsibility toalert the Sponsor of any discount when you purchaseUnits. Before you purchase Units you must also informyour financial professional of your qualification for anydiscount to be eligible for a reduced sales charge. Sincethe deferred sales charges and creation anddevelopment fee are fixed dollar amounts per Unit, yourPortfol io must charge these amounts per Unitregardless of any discounts. However, if you are eligibleto receive a discount such that your total sales chargeis less than the fixed dollar amounts of the deferredsales charges and creation and development fee, youwill receive a credit equal to the difference between yourtotal sales charge and these fixed dollar charges at thetime you buy Units.

Fee Accounts. Investors may purchase Units throughregistered investment advisers, certified financialplanners and registered broker-dealers who in eachcase either charge periodic fees for brokerage services,f inancial planning, investment advisory or assetmanagement services, or provide such services inconnection with the establishment of an investmentaccount for which a comprehensive “fee based” charge(“Fee Based”) is imposed (“Fee Accounts”). If Units ofthe Portfolio are purchased for a Fee Account and thePortfolio is subject to a Fee Based charge (i.e., thePortfolio is “Fee Based Eligible”), then the purchase willnot be subject to the transactional sales charge but will

be subject to the creation and development fee of$0.05 per Unit that is retained by the Sponsor. Pleaserefer to the section called “Fee Accounts” for additionalinformation on these purchases. The Sponsor reservesthe right to limit or deny purchases of Units described inthis paragraph by investors or selling firms whosefrequent trading activity is determined to be detrimentalto the Portfolio. Fee Based Eligible Units are not eligiblefor any sales charge discounts in addition to that whichis described in this paragraph and under the “FeeAccounts” section found below.

Employees. Employees, officers and directors(including their spouses (or the equivalent if recognizedunder local law) and children or step-children under 21living in the same household, parents or step-parentsand trustees, custodians or fiduciaries for the benefit ofsuch persons) of Invesco Capital Markets, Inc. and itsaffiliates, and dealers and their affiliates may purchaseUnits at the Public Offering Price less the applicabledealer concession. All employee discounts are subjectto the pol icies of the related sel l ing f irm. Onlyemployees, officers and directors of companies thatallow their employees to participate in this employeediscount program are eligible for the discounts.

Distribution Reinvestments. We do not charge anysales charge when you reinvest distributions from yourPortfolio into additional Units of your Portfolio. Since thedeferred sales charge and creation and developmentfee are fixed dollar amounts per unit, your Portfolio mustcharge these amounts per unit regardless of thisdiscount. If you elect to reinvest distributions, theSponsor will credit you with additional Units with adollar value sufficient to cover the amount of anyremaining deferred sales charge and creation anddevelopment fee that will be collected on such Units atthe time of reinvestment. The dollar value of these Unitswill fluctuate over time.

Unit Price. The Public Offering Price of Units willvary from the amounts stated under “EssentialInformation” in accordance with fluctuations in the pricesof the underlying Securities in the Portfolio. The initialprice of the Securities upon deposit by the Sponsor wasdetermined by the Trustee. The Trustee will generallydetermine the value of the Securities as of the Evaluation

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Time on each business day and will adjust the PublicOffering Price of Units accordingly. The Evaluation Timeis the close of the New York Stock Exchange on eachbusiness day. The term “business day”, as used hereinand under “Rights of Unitholders--Redemption of Units”,means any day on which the New York Stock Exchangeis open for regular trading. The Public Offering Price perUnit will be effective for all orders received prior to theEvaluation Time on each business day. Orders receivedby the Sponsor prior to the Evaluation Time and ordersreceived by authorized financial professionals prior to theEvaluation Time that are properly transmitted to theSponsor by the time designated by the Sponsor, arepriced based on the date of receipt. Orders received bythe Sponsor after the Evaluation Time, and ordersreceived by authorized financial professionals after theEvaluation Time or orders received by such persons thatare not transmitted to the Sponsor until after the timedesignated by the Sponsor, are priced based on thedate of the next determined Public Offering Price perUnit provided they are received timely by the Sponsor onsuch date. It is the responsibility of authorized financialprofessionals to transmit orders received by them to theSponsor so they will be received in a timely manner.

The value of portfolio securities is based on thesecurities’ market price when available. When a marketprice is not readily available, including circumstancesunder which the Trustee determines that a security’smarket price is not accurate, a portfolio security isvalued at its fair value, as determined under proceduresestablished by the Trustee or an independent and/orpricing service used by the Trustee. In these cases, thePortfolio’s net asset value will reflect certain portfoliosecurities’ fair value rather than their market price. Withrespect to securities that are primarily listed on foreignexchanges, the value of the portfolio securities maychange on days when you will not be able to purchaseor sell Units. The value of any foreign securities is basedon the applicable currency exchange rate as of theEvaluation Time. The Sponsor wil l provide pricedissemination and oversight services to the Portfolio.

During the initial offering period, part of the PublicOffering Price represents an amount that will pay thecosts incurred in establishing your Portfolio. These

costs include the costs of preparing documents relatingto your Portfolio (such as the registration statement,prospectus, trust agreement and legal documents),federal and state registration fees, the initial fees andexpenses of the Trustee and the initial audit. YourPortfolio will sell securities to reimburse us for thesecosts at the end of the initial offering period or after sixmonths, if earlier. The value of your Units will declinewhen your Portfolio pays these costs.

Unit Distribution. Units will be distributed to thepublic by the Sponsor, broker-dealers and others at thePublic Offer ing Price. Units repurchased in thesecondary market, if any, may be offered by thisprospectus at the secondary market Public OfferingPrice in the manner described above.

Unit Sales Concessions. Brokers, dealers and otherswil l be al lowed a regular concession or agencycommission in connection with the distribution of Unitsduring the initial offering period of 2.00% of the PublicOffering Price per Unit.

Volume Concession Based Upon Annual Sales. Asdescribed below, broker-dealers and other sellingagents may in certa in cases be el ig ib le for anadditional concession based upon their annual eligiblesales of all Invesco fixed income and equity unitinvestment trusts. Eligible sales include all units of anyInvesco unit investment trust underwri t ten orpurchased directly from Invesco during a trust’s initialoffering period. For purposes of this concession, trustsdesignated as either “Invesco Unit Trusts, TaxableIncome Series” or “Invesco Unit Trusts, MunicipalSeries” are fixed income trusts, and trusts designatedas “Invesco Unit Trusts Series” are equity trusts. Inaddit ion to the regular concessions or agencycommissions descr ibed above in “Unit SalesConcessions” all broker-dealers and other selling firmswill be eligible to receive additional compensationbased on total initial offering period sales of all eligibleInvesco unit investment trusts during the previousconsecutive 12-month period through the end of themost recent month. The Volume Concession, asapplicable to equity and fixed income trust units, is setforth in the following table:

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Volume Concession ____________________ Total Sales Equity Trust Fixed Income (in millions) Units Trust Units______________________ ____________ ______________

$25 but less than $100 0.035% 0.100%$100 but less than $150 0.050 0.100$150 but less than $250 0.075 0.100$250 but less than $1,000 0.100 0.100$1,000 but less than $5,000 0.125 0.100$5,000 but less than $7,500 0.150 0.100$7,500 or more 0.175 0.100

Broker-dealers and other selling firms will not receivethe Volume Concession on the sale of units purchasedin Fee Accounts, however, such sales will be included indetermining whether a firm has met the sales levelbreakpoints set forth in the Volume Concession tableabove. Secondary market sales of all unit investmenttrusts are excluded for purposes of the VolumeConcession. Eligible dealer firms and other sellingagents include clearing firms that place orders withInvesco and provide Invesco with information withrespect to the representatives who initiated suchtransactions. Eligible dealer firms and other sellingagents will not include firms that solely provide clearingservices to other broker-dealer firms or firms who placeorders through clearing firms that are eligible dealers. Wereserve the right to change the amount of theconcessions or agency commissions from time to time.For a trust to be eligible for this additional compensation,the trust’s prospectus must include disclosure related tothis additional compensation.

Additional Information. Except as provided in thissection, any sales charge discount provided toinvestors will be borne by the selling broker-dealer oragent. For all secondary market transactions the totalconcession or agency commission will amount to 80%of the applicable sales charge. Notwithstandinganything to the contrary herein, in no case shall the totalof any concessions, agency commissions and anyadditional compensation allowed or paid to any broker,dealer or other distributor of Units with respect to anyindividual transaction exceed the total sales chargeapplicable to such transaction. The Sponsor reservesthe right to reject, in whole or in part, any order for thepurchase of Units and to change the amount of the

concession or agency commission to dealers andothers from time to time.

We may provide, at our own expense and out of ourown profits, additional compensation and benefits tobroker-dealers who sell Units of this Portfolio and ourother products. This compensation is intended to resultin additional sales of our products and/or compensatebroker-dealers and financial advisors for past sales. Wemay make these payments for marketing, promotionalor related expenses, including, but not limited to,expenses of entertaining retail customers and financialadvisors, advert ising, sponsorship of events orseminars, obtaining shelf space in broker-dealer firmsand similar activities designed to promote the sale ofthe Portfolio and our other products. Fees may includepayment for travel expenses, including lodging, incurredin connection with trips taken by invited registeredrepresentatives for meetings or seminars of a businessnature. These arrangements will not change the priceyou pay for your Units.

Sponsor Compensation. The Sponsor will receivethe total sales charge applicable to each transaction.Except as provided under “Unit Distribution” above, anysales charge discount provided to investors will beborne by the selling dealer or agent. In addition, theSponsor will realize a profit or loss as a result of thedifference between the price paid for the Securities bythe Sponsor and the cost of the Securities to thePortfolio on the Initial Date of Deposit as well as onsubsequent deposits. See “Notes to Portfolio”. InvescoCapital Management LLC, an affiliate of the Sponsor,acts as an investment adviser to certain of theunderlying funds in the Portfolio and will receivecompensation in this capacity. The Sponsor has notparticipated as sole underwriter or as manager or as amember of the underwriting syndicates or as an agentin a private placement for any of the Securities. TheSponsor may realize profit or loss as a result offluctuations in the market value of Units held by theSponsor for sale to the public. In maintaining asecondary market, the Sponsor will realize profits orlosses in the amount of any difference between theprice at which Units are purchased and the price atwhich Units are resold (which price includes the

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applicable sales charge) or from a redemption ofrepurchased Units at a price above or below thepurchase price. Cash, if any, made available to theSponsor prior to the date of settlement for the purchaseof Units may be used in the Sponsor’s business andmay be deemed to be a benefit to the Sponsor, subjectto the limitations of the Securities Exchange Act of1934, as amended (“1934 Act”).

Affiliated companies of the Sponsor may receivelicense fees from certain underlying funds in thePortfolio for use of certain trademarks, service marks orother property related to indices maintained by thesecompanies. The funds are not sponsored, endorsed,sold or promoted by these affiliates. These affiliatesmake no representation or warranty, express or implied,to the owners of these funds or any member of thepublic regarding the advisability of investing in funds orin these funds particularly or the ability of the indices totrack general stock market performance. The indicesare determined, composed and calculated withoutregard to the issuer of these funds or their owners,including the Portfolio.

The Sponsor or an affiliate may have participated in apublic offering of one or more of the Securities. TheSponsor, an affiliate or their employees may have a longor short position in these Securities or related securities.An affiliate may act as a specialist or market maker forthese Securities. An officer, director or employee of theSponsor or an affiliate may be an officer or director forissuers of the Securities.

Market for Units. Although it is not obligated to doso, the Sponsor may maintain a market for Units and topurchase Units at the secondary market repurchaseprice (which is described under “Right of Unitholders--Redemption of Units”). The Sponsor may discontinuepurchases of Units or discontinue purchases at thisprice at any time. In the event that a secondary marketis not maintained, a Unitholder will be able to dispose ofUnits by tendering them to the Trustee for redemptionat the Redemption Price. See “Rights of Unitholders--Redemption of Units”. Unitholders should contact theirbroker to determine the best price for Units in thesecondary market. Units sold prior to the time the entiredeferred sales charge has been collected will be

assessed the amount of any remaining deferred salescharge at the time of sale. The Trustee will notify theSponsor of any Units tendered for redemption. If theSponsor’s bid in the secondary market equals orexceeds the Redemption Price per Unit, i t maypurchase the Units not later than the day on whichUnits would have been redeemed by the Trustee. TheSponsor may sell repurchased Units at the secondarymarket Public Offering Price per Unit.

RETIREMENT ACCOUNTS

Units are available for purchase in connection withcertain types of tax-sheltered retirement plans, includingIndividual Retirement Accounts for individuals,Simplified Employee Pension Plans for employees,qualified plans for self-employed individuals, andqualified corporate pension and profit sharing plans foremployees. The minimum purchase for these accountsis reduced to 25 Units but may vary by selling firm. Thepurchase of Units may be l imited by the plans’provisions and does not itself establish such plans.

FEE ACCOUNTS

As described above, Units may be available forpurchase by investors in Fee Accounts where thePortfolio is Fee Based Eligible. You should consult yourfinancial professional to determine whether you canbenefit from these accounts. This table illustrates thesales charge you will pay if the Portfolio is Fee BasedEligible as a percentage of the initial Public OfferingPrice per Unit on the Initial Date of Deposit (thepercentage will vary thereafter).

Initial sales charge 0.00%Deferred sales charge 0.00 ______ Transactional sales charge 0.00% ______ ______Creation and development fee 0.50% ______ Total sales charge 0.50% ______ ______

You should consult the “Public Offering--ReducingYour Sales Charge” section for specific information onthis and other sales charge discounts. That sectiongoverns the calculation of all sales charge discounts.The Sponsor reserves the r ight to l imit or deny

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purchases of Units in Fee Accounts by investors orsel l ing f irms whose frequent trading activity isdetermined to be detrimental to the Portfolio. Topurchase Units in these Fee Accounts, your financialprofessional must purchase Units designated with oneof the Fee Based CUSIP numbers set forth under“Essential Information,” either Fee Based Cash for cashdistributions or Fee Based Reinvest for the reinvestmentof distributions in additional Units, if available. See“Rights of Unitholders--Reinvestment Option.”

RIGHTS OF UNITHOLDERS

Distributions. Dividends and interest (pro rated onan annual basis), net of expenses, and any netproceeds from the sale of Securities received by thePortfolio will generally be distributed to Unitholders oneach Distribution Date to Unitholders of record on thepreceding Record Date. These dates appear under“Essential Information”. Distributions made by theunderlying funds in your Portfolio include ordinaryincome, but may also include sources other thanordinary income such as returns of capital, loanproceeds, short-term capital gains and long-termcapital gains (see “Taxation--Distributions”). In addition,the Portfolio will generally make required distributions atthe end of each year because it is structured as a“regulated investment company” for federal taxpurposes. Unitholders wi l l a lso receive a f inaldistribution of income when their Portfolio terminates. Aperson becomes a Unitholder of record on the date ofsettlement (generally two business days after Units areordered, or any shorter period as may be required bythe applicable rules under the 1934 Act). Unitholdersmay elect to receive distributions in cash or to havedistributions reinvested into additional Units. See“Rights of Unitholders--Reinvestment Option.”

Dividends and interest received by the Portfolio arecredited to the Income Account of the Portfolio. Otherreceipts (e.g., capital gains, proceeds from the sale ofSecurities, etc.) are credited to the Capital Account.Proceeds received on the sale of any Securities, to theextent not used to meet redemptions of Units or paydeferred sales charges, fees or expenses, will bedistributed to Unitholders. Proceeds received from the

disposition of any Securities after a Record Date andprior to the following Distribution Date will be held in theCapital Account and not distributed until the nextDistribution Date. Any distribution to Unitholdersconsists of each Unitholder’s pro rata share of theavailable cash in the Income and Capital Accounts as ofthe related Record Date.

The income distribution to the Unitholders of thePortfolio as of each Record Date will be made on thefollowing Distribution Date or shortly thereafter and shallconsist of an amount substantially equal to such portionof each Unitholder’s pro rata share of the estimated netannual income distributions in the Income Account.Because income payments are not received by thePortfolio at a constant rate throughout the year, suchdistributions to Unitholders may be more or less thanthe amount credited to the Income Account as of theRecord Date. For the purpose of minimizing fluctuationin the distributions from the Income Account, theTrustee is authorized to advance such amounts as maybe necessary to provide income distributions ofapproximately equal amounts. The Trustee shall bereimbursed, without interest, for any such advancesfrom funds in the Income Account on the ensuingRecord Date.

Reinvestment Option. Unitholders may havedistributions automatically reinvested in additional Unitswithout a sales charge (to the extent Units may belawfully offered for sale in the state in which theUnitholder resides). The CUSIP numbers for either“Cash” distributions or “Reinvest” for the reinvestmentof distr ibut ions are set forth under “Essent ia lInformation”. Brokers and dealers can use the DividendReinvestment Service through Depository TrustCompany (“DTC”) or purchase a Reinvest (or FeeBased Reinvest in the case of Fee Based Eligible Unitsheld in Fee Accounts) CUSIP, if available. To participatein this reinvestment option, a Unitholder must file withthe Trustee a written notice of election, together withany other documentation that the Trustee may thenrequire, at least five days prior to the related RecordDate. A Unitholder’s election will apply to all Unitsowned by the Unitholder and will remain in effect untilchanged by the Unitholder. The reinvestment option is

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not offered during the 30 calendar days prior totermination. If Units are unavailable for reinvestment orthis reinvestment option is no longer avai lable,distributions will be paid in cash. Distributions will betaxable to Unitholders if paid in cash or automaticallyreinvested in additional Units. See “Taxation”.

A participant may elect to terminate his or herreinvestment plan and receive future distributions incash by notifying the Trustee in writing no later than fivedays before a Distribution Date. The Sponsor shall havethe right to suspend or terminate the reinvestment planat any time. The reinvestment plan is subject toavailability or limitation by each broker-dealer or sellingfirm. Broker-dealers may suspend or terminate theoffering of a reinvestment plan at any time. Pleasecontact your financial professional for additionalinformation.

Redemption of Units. All or a portion of your Unitsmay be tendered to The Bank of New York Mellon, theTrustee, for redemption at Unit Investment TrustDivision, 111 Sanders Creek Parkway, East Syracuse,New York 13057, on any day the New York StockExchange is open. No redemption fee will be chargedby the Sponsor or the Trustee, but you are responsiblefor applicable governmental charges, if any. Unitsredeemed by the Trustee will be canceled. You mayredeem all or a portion of your Units by sending arequest for redemption to your bank or broker-dealerthrough which you hold your Units. No later than twobusiness days (or any shorter period as may be requiredby the applicable rules under the 1934 Act) followingsatisfactory tender, the Unitholder will be entitled toreceive in cash an amount for each Unit equal to theRedemption Price per Unit next computed on the dateof tender. The “date of tender” is deemed to be the dateon which Units are received by the Trustee, except thatwith respect to Units received by the Trustee after theEvaluation Time or on a day which is not a businessday, the date of tender is deemed to be the nextbusiness day. Redemption requests received by theTrustee after the Evaluation Time, and redemptionrequests received by authorized financial professionalsafter the Evaluation Time or redemption requestsreceived by such persons that are not transmitted to the

Trustee until after the time designated by the Trustee,are priced based on the date of the next determinedredemption price provided they are received timely bythe Trustee on such date. It is the responsibility ofauthorized f inancial professionals to transmitredemption requests received by them to the Trustee sothey will be received in a timely manner. Certain broker-dealers or selling firms may charge an order handlingfee for processing redemption requests. Unitsredeemed directly through the Trustee are not subject tosuch fees.

Unitholders tendering 1,000 or more Units (or suchhigher amount as may be required by yourbroker-dealer or selling agent) for redemption mayrequest an in kind distribution of Securities equal to theRedemption Price per Unit on the date of tender.Unitholders may not request an in kind distributionduring the initial offering period or within 30 calendardays of the Portfolio’s termination. The Portfoliogenerally will not offer in kind distributions of portfoliosecurities that are held in foreign markets. An in kinddistribution will be made by the Trustee through thedistribution of each of the Securities in book-entry formto the account of the Unitholder’s broker-dealer atDTC. Amounts representing fractional shares will bedistributed in cash. The Trustee may adjust the numberof shares of any Security included in a Unitholder’s inkind distribution to facilitate the distribution of wholeshares. The in kind distribution option may be modifiedor discontinued at any t ime without not ice.Notwithstanding the foregoing, if the Unitholderrequesting an in kind distribution is the Sponsor or anaffiliated person of the Portfolio, the Trustee may makean in kind distribution to such Unitholder provided thatno one with a pecuniary incentive to influence the inkind distr ibut ion may inf luence select ion of thedistributed securities, the distribution must consist of apro rata distribution of all portfolio securities (withlimited exceptions) and the in kind distribution may notfavor such affiliated person to the detriment of anyother Unitholder.

The Trustee may sell Securities to satisfy Unitredemptions. To the extent that Securities are redeemedin kind or sold, the size of the Portfolio will be, and the

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diversity of the Portfolio may be, reduced. Sales may berequired at a time when Securities would not otherwisebe sold and may result in lower prices than mightotherwise be real ized. The price received uponredemption may be more or less than the amount paidby the Unitholder depending on the value of theSecurities at the time of redemption. Special federalincome tax consequences will result if a Unitholderrequests an in kind distribution. See “Taxation”.

The Redemption Price per Unit and the secondarymarket repurchase price per Unit are equal to the prorata share of each Unit in the Portfolio determined onthe basis of (i) the cash on hand in the Portfolio, (ii) thevalue of the Securities in the Portfolio and (iii) dividendsor other income distr ibutions receivable on theSecurities in the Portfolio trading ex-dividend as of thedate of computation, less (a) amounts representingtaxes or other governmental charges payable out of thePortfolio, (b) the accrued expenses of the Portfolio(including costs associated with liquidating securitiesafter the end of the initial offering period) and (c) anyunpaid deferred sales charge payments. During theinitial offering period, the redemption price and thesecondary market repurchase price will not be reducedby estimated organization costs or the creation anddevelopment fee. For these purposes, the Trustee willdetermine the value of the Securities as describedunder “Public Offering--Unit Price.”

The right of redemption may be suspended andpayment postponed for any period during which theNew York Stock Exchange is closed, other than forcustomary weekend and holiday closings, or any periodduring which the SEC determines that trading on thatExchange is restricted or an emergency exists, as aresult of which disposal or evaluation of the Securities isnot reasonably practicable, or for other periods as theSEC may permit.

Rollover. We may offer a subsequent series of thePortfolio for a Rollover when the Portfolio terminates.

On the Mandatory Termination Date you will have theoption to (1) participate in a Rollover and have yourUnits reinvested into a subsequent trust series or(2) receive a cash distribution.

If you elect to participate in a cash Rollover, yourUnits will be redeemed on the Mandatory TerminationDate. As the redemption proceeds become available,the proceeds (including dividends) will be invested in anew trust series at the public offering price for the newtrust. The Trustee will attempt to sell Securities to satisfythe redemption as quickly as practicable on theMandatory Termination Date. We do not anticipate thatthe sale period will be longer than one day, however,certain factors could affect the abil ity to sell theSecurities and could impact the length of the saleperiod. The liquidity of any Security depends on thedaily trading volume of the Security and the amountavailable for redemption and reinvestment on any day.

We may make subsequent trust series available forsale at various times during the year. Of course, wecannot guarantee that a subsequent trust or sufficientunits will be available or that any subsequent trusts willoffer the same investment strategy or objective as thecurrent Portfolio. We cannot guarantee that a Rolloverwill avoid any negative market price consequencesresulting from trading large volumes of securities.Market price trends may make it advantageous to sell orbuy securit ies more quickly or more slowly thanpermitted by Portfolio procedures. We may, in our solediscretion, modify a Rollover or stop creating units of atrust at any time regardless of whether all proceeds ofUnitholders have been reinvested in a Rollover. If wedecide not to offer a subsequent series, Unitholders willbe notified prior to the Mandatory Termination Date.Cash which has not been reinvested in a Rollover will bedistributed to Unitholders shortly after the MandatoryTermination Date. Rollover participants may receivetaxable dividends or realize taxable capital gains whichare reinvested in connection with a Rollover but may notbe entitled to a deduction for capital losses due to the“wash sale” tax rules. Due to the reinvestment in asubsequent trust, no cash will be distributed to pay anytaxes. See “Taxation”.

Exchange Option. When you redeem Units of yourPortfol io or when your Portfol io terminates (see“Rollover” above), you may be able to exchange yourUnits for units of other Invesco unit trusts. You shouldcontact your financial professional for more information

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about trusts currently available for exchanges. Beforeyou exchange Units, you should read the prospectus ofthe new trust carefully and understand the risks andfees. You should then discuss this option with yourfinancial professional to determine whether yourinvestment goals have changed, whether current trustssuit you and to discuss tax consequences. A rollover orexchange is a taxable event to you. We may discontinuethis option at any time.

Units. Ownership of Units is evidenced in book-entryform only and will not be evidenced by certificates. Unitspurchased or held through your bank or broker-dealerwill be recorded in book-entry form and credited to theaccount of your bank or broker-dealer at DTC. Units aretransferable by contacting your bank or broker-dealerthrough which you hold your Units. Transfer, and therequirements therefore, wil l be governed by theapplicable procedures of DTC and your agreement withthe DTC participant in whose name your Units areregistered on the transfer records of DTC.

Reports Provided. Unitholders will receive astatement of dividends and other amounts received bythe Portfolio for each distribution. Within a reasonabletime after the end of each year, each person who was aUnitholder during that year will receive a statementdescribing dividends and capital received, actualPortfolio distributions, Portfolio expenses, a list of theSecurities and other Portfolio information. Unitholdersmay obtain evaluations of the Securities upon request tothe Trustee. If you have questions regarding youraccount or your Portfolio, please contact your financialadvisor or the Trustee. The Sponsor does not haveaccess to individual account information.

PORTFOLIO ADMINISTRATION

Portfolio Administration. The Portfolio is not amanaged fund and, except as provided in the TrustAgreement, Securities generally will not be sold orreplaced. The Sponsor may, however, direct thatSecurities be sold in certain limited circumstances toprotect the Portfol io based on advice from theSupervisor. These situations may include events suchas the issuer having defaulted on payment of any of itsoutstanding obligations or the price of a Security has

declined to such an extent or other credit factors existso that in the opinion of the Supervisor retention of theSecurity would be detrimental to the Portfolio. If a publictender offer has been made for a Security or a mergeror acquisition has been announced affecting a Security,the Trustee may either sell the Security or accept anoffer if the Supervisor determines that the sale orexchange is in the best interest of Unitholders. TheTrustee will distribute any cash proceeds to Unitholders.In addition, the Trustee may sell Securities to redeemUnits or pay Portfolio expenses or deferred salescharges. If securities or property are acquired by thePortfolio, the Sponsor may direct the Trustee to sell thesecurities or property and distribute the proceeds toUnitholders or to accept the securities or property fordeposit in the Portfolio. Should any contract for thepurchase of any of the Securities fail, the Sponsor will(unless substantially all of the moneys held in thePortfolio to cover the purchase are reinvested insubstitute Securities in accordance with the TrustAgreement) refund the cash and sales chargeattributable to the failed contract to all Unitholders on orbefore the next Distribution Date.

The Sponsor may direct the reinvestment ofproceeds of the sale of Securities if the sale is thedirect result of serious adverse credit factors which, inthe opinion of the Sponsor, would make retention ofthe Securities detrimental to the Portfolio. In such acase, the Sponsor may, but is not obligated to, directthe reinvestment of sale proceeds in any othersecurities that meet the criteria for inclusion in thePortfolio on the Initial Date of Deposit. The Sponsormay also instruct the Trustee to take action necessaryto ensure that the Portfolio continues to satisfy thequalifications of a regulated investment company andto avoid imposition of tax on undistributed income ofthe Portfolio.

The Trust Agreement requires the Trustee to vote allshares of the ETFs held in the Portfolio in the samemanner and ratio on all proposals as the owners of suchshares not held by the Portfolio. The Sponsor willinstruct the Trustee how to vote the securities held inthe Portfolio. The Trustee will vote the securities in the

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same general proportion as shares held by othershareholders if the Sponsor fails to provide instructions.

When your Portfolio sells Securities, the compositionand diversity of the Securities in the Portfolio may bealtered. However, if the Trustee sells ETF shares toredeem Units or to pay Portfolio expenses or salescharges, the Trustee will do so, as nearly as practicable,on a pro rata basis. In order to obtain the best price forthe Portfolio, it may be necessary for the Supervisor tospecify minimum amounts in which blocks of Securitiesare to be sold. In effecting purchases and sales ofportfolio securities, the Sponsor may direct that ordersbe placed with and brokerage commissions be paid tobrokers, including brokers which may be affiliated withthe Portfolio, the Sponsor or dealers participating in theoffering of Units.

Pursuant to an exemptive order, the Portfolio may bepermitted to sell Securities to a new trust when itterminates if those Securities are included in the newtrust. The exemption may enable the Portfolio toeliminate commission costs on these transactions. Theprice for those securities will be the closing sale price onthe sale date on the exchange where the Securities areprincipally traded, as certified by the Sponsor.

Amendment of the Trust Agreement. TheTrustee and the Sponsor may amend the TrustAgreement without the consent of Unitholders tocorrect any provision which may be defective or tomake other provisions that will not materially adverselyaffect Unitholders (as determined in good faith by theSponsor and the Trustee). The Trust Agreement maynot be amended to increase the number of Units orpermit acquisit ion of securit ies in addition to orsubstitution for the Securities (except as provided in theTrust Agreement). The Trustee will notify Unitholders ofany amendment.

Termination. The Portfolio will terminate on theMandatory Termination Date specified under “EssentialInformation” or upon the sale or other disposition of thelast Security held in the Portfolio. The Portfolio may beterminated at any time with consent of Unitholdersrepresenting two-thirds of the outstanding Units or bythe Trustee when the value of the Portfolio is less than

$500,000 ($3,000,000 if the value of the Portfolio hasexceeded $15,000,000) (the “Minimum TerminationValue”). The Portfolio will be liquidated by the Trustee inthe event that a sufficient number of Units of thePortfolio not yet sold are tendered for redemption by theSponsor, so that the net worth of the Portfolio would bereduced to less than 40% of the value of the Securitiesat the time they were deposited in the Portfolio. If thePortfolio is liquidated because of the redemption ofunsold Units by the Sponsor, the Sponsor will refund toeach purchaser of Units the entire sales charge paid bysuch purchaser. The Trustee may begin to sell Securitiesin connection with the Portfolio termination ninebusiness days before, and no later than, the MandatoryTermination Date. Qualified Unitholders may elect an inkind distribution of Securities, provided that Unitholdersmay not request an in kind distribution of Securitieswithin 30 calendar days of the Portfolio’s termination.Any in kind distribution of Securities will be made in themanner and subject to the restrictions described under“Rights of Unitholders--Redemption of Units”, providedthat, in connection with an in kind distribution electionmore than 30 calendar days prior to termination,Unitholders tendering 1,000 or more Units of thePortfolio (or such higher amount as may be required byyour broker-dealer or selling agent) may request an inkind distribution of Securities equal to the RedemptionPrice per Unit on the date of tender. Unitholders willreceive a final cash distribution within a reasonable timeafter the Mandatory Termination Date. All distributionswill be net of Portfolio expenses and costs. Unitholderswill receive a final distribution statement followingtermination. The Information Supplement containsfurther information regarding termination of the Portfolio.See “Additional Information”.

Limitations on Liabilities. The Sponsor,Supervisor and Trustee are under no liability for takingany action or for refraining from taking any action ingood faith pursuant to the Trust Agreement, or for errorsin judgment, but shall be liable only for their own willfulmisfeasance, bad faith or gross negligence (negligencein the case of the Trustee) in the performance of theirduties or by reason of their reckless disregard of theirobligations and duties hereunder. The Trustee is not

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liable for depreciation or loss incurred by reason of thesale by the Trustee of any of the Securities. In the eventof the failure of the Sponsor to act under the TrustAgreement, the Trustee may act thereunder and is notliable for any action taken by it in good faith under theTrust Agreement. The Trustee is not liable for any taxesor other governmental charges imposed on theSecurities, on it as Trustee under the Trust Agreementor on the Portfolio which the Trustee may be required topay under any present or future law of the United Statesof America or of any other taxing authority havingjurisdiction. In addition, the Trust Agreement containsother customary provisions limiting the liability of theTrustee. The Sponsor and Supervisor may rely on anyevaluation furnished by the Trustee and have noresponsibility for the accuracy thereof. Determinationsby the Trustee shall be made in good faith upon thebasis of the best information available to it.

Sponsor. Invesco Capital Markets, Inc. is the Sponsorof your Portfolio. The Sponsor is a wholly ownedsubsidiary of Invesco Advisers, Inc. (“Invesco Advisers”).Invesco Advisers is an indirect wholly owned subsidiaryof Invesco Ltd., a leading independent global investmentmanager that provides a wide range of investmentstrategies and vehicles to its retail, institutional and highnet worth clients around the globe. The Sponsor’sprincipal office is located at 11 Greenway Plaza, Houston,Texas 77046-1173. As of June 30, 2020, the totalstockholders’ equity of Invesco Capital Markets, Inc. was$88,797,298.43 (unaudited). The current assets undermanagement and supervision by Invesco Ltd. and itsaffiliates were valued at approximately $1,145.2 billion asof June 30, 2020.

The Sponsor and your Portfolio have adopted a codeof ethics requiring Invesco Ltd.’s employees who haveaccess to information on Portfolio transactions to reportpersonal securities transactions. The purpose of thecode is to avoid potential conflicts of interest and toprevent fraud, deception or misconduct with respect toyour Portfolio. The Information Supplement containsadditional information about the Sponsor.

If the Sponsor shall fail to perform any of its dutiesunder the Trust Agreement or become incapable ofacting or shall become bankrupt or its affairs are taken

over by public authorities, then the Trustee may(i ) appoint a successor Sponsor at rates ofcompensation deemed by the Trustee to be reasonableand not exceeding amounts prescribed by the SEC,(ii) terminate the Trust Agreement and liquidate thePortfolio as provided therein or (iii) continue to act asTrustee without terminating the Trust Agreement.

Trustee. The Trustee is The Bank of New YorkMellon, a trust company organized under the laws ofNew York. The Bank of New York Mellon has itsprincipal unit investment trust division offices at2 Hanson Place, 12th Floor, Brooklyn, New York11217, (800) 856-8487. I f you have quest ionsregarding your account or your Portfolio, pleasecontact the Trustee at its principal unit investment trustdivision offices or your financial adviser. The Sponsordoes not have access to indiv idual accountinformation. The Bank of New York Mellon is subject tosupervision and examination by the Superintendent ofBanks of the State of New York and the Board ofGovernors of the Federal Reserve System, and itsdeposits are insured by the Federal Deposit InsuranceCorporation to the extent permitted by law. Additionalinformation regarding the Trustee is set forth in theInformation Supplement, including the Trustee’squalifications and duties, its ability to resign, the effectof a merger involving the Trustee and the Sponsor’sabi l i ty to remove and replace the Trustee. See“Additional Information”.

TAXATION

This section summarizes some of the principal U.S.federal income tax consequences of owning Units of thePortfolio. Tax laws and interpretations are subject tochange, possibly with retroactive effect. This summarydoes not describe all of the tax consequences to alltaxpayers. For example, this summary generally doesnot describe your situation if you are a corporation, anon-U.S. person, a broker/dealer, a tax-exempt entity,financial institution, person who marks to market theirUnits or other investor with special circumstances. Inaddition, this section does not describe your alternativeminimum, state, local or foreign tax consequences ofinvesting in the Portfolio.

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This federal income tax summary is based in part onthe advice of counsel to the Sponsor. The InternalRevenue Service could disagree with any conclusionsset forth in this section. In addition, our counsel was notasked to review the federal income tax treatment of theassets to be deposited in your Portfolio.

Additional information related to taxes is contained inthe Information Supplement. As with any investment,you should seek advice based on your individualcircumstances from your own tax advisor.

Portfolio Status. Your Portfolio intends to elect andto qualify annually as a “regulated investment company”(“RIC”) under the federal tax laws. If your Portfolioqualifies under the tax law as a RIC and distributes itsincome in the manner and amounts required by the RICtax requirements, the Portfolio generally will not payfederal income taxes. But there is no assurance that thedistributions made by your Portfolio will eliminate alltaxes for every year at the level of your Portfolio.

Distributions. Portfolio distributions are generallytaxable. After the end of each year, you will receive a taxstatement reporting your Portfolio's distributions,including the amounts of ordinary income distributionsand capital gains dividends. Your Portfolio may maketaxable distributions to you even in periods during whichthe value of your Units has declined. Ordinary incomedistributions are generally taxed at your federal tax ratefor ordinary income, however, as further discussedbelow, certain ordinary income distributions receivedfrom your Portfolio may be taxed, under current federallaw, at capital gains tax rates. Certain ordinary incomedividends on Units that are attributable to qualifyingdividends received by your Portfolio from certaincorporations may be reported by the Portfolio as beingeligible for the dividends received deduction forcorporate Unitholders provided certain holding periodrequirements are met. Income from the Portfolio andgains on the sale of your Units may also be subject to a3.8% federal tax imposed on net investment income ifyour adjusted gross income exceeds certain thresholdamounts, which currently are $250,000 in the case ofmarried couples filing joint returns and $200,000 in thecase of single individuals. In addition, your Portfolio maymake distributions that represent a return of capital for

tax purposes to the extent of the Unitholder's basis inthe Units, and any additional amounts in excess of basiswould be taxed as a capital gain. Generally, you willtreat all capital gains dividends as long-term capitalgains regardless of how long you have owned yourUnits. The tax status of your distributions from yourPortfolio is not affected by whether you reinvest yourdistributions in additional Units or receive them in cash.The income from your Portfolio that you must take intoaccount for federal income tax purposes is not reducedby amounts used to pay a deferred sales charge, if any.The tax laws may require you to treat certaindistributions made to you in January as if you hadreceived them on December 31 of the previous year.

A distribution paid by your Portfolio reduces thePortfolio's net asset value per Unit on the date paid bythe amount of the distr ibut ion. Accordingly, adistribution paid shortly after a purchase of Units by aUnitholder would represent, in substance, a partialreturn of capital, however, it would be subject toincome taxes.

Sale or Redemption of Units. If you sell orredeem your Units, you will generally recognize ataxable gain or loss. To determine the amount of thisgain or loss, you must subtract your adjusted tax basisin your Units from the amount you receive for the sale ofthe Units. Your initial tax basis in your Units is generallyequal to the cost of your Units, generally including salescharges. In some cases, however, you may have toadjust your tax basis after you purchase your Units.

Capital Gains and Losses and CertainOrdinary Income Dividends. Net capital gain equalsnet long-term capital gain minus net short-term capitalloss for the taxable year. Capital gain or loss is long-term if the holding period for the asset is more than oneyear and is short-term if the holding period for the assetis one year or less. You must exclude the date youpurchase your Units to determine your holding period.However, if you receive a capital gain dividend from yourPortfolio and sell your Units at a loss after holding it forsix months or less, the loss will be recharacterized aslong-term capital loss to the extent of the capital gaindividend received. The tax rates for capital gains

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realized from assets held for one year or less aregenerally the same as for ordinary income.

In certain circumstances, ordinary income dividendsreceived by an individual Unitholder from a RIC such asyour Portfolio may be taxed at the same federal ratesthat apply to net capital gain (as discussed above),provided certain holding period requirements aresatisfied and provided the dividends are attributable toqualified dividend income received by the Portfolio itself.Qualified dividend income means dividends paid to thePortfolio (a) by domestic corporations, (b) by foreigncorporations that are either ( i ) incorporated in apossession of the United States or (ii) are eligible forbenefits under certain income tax treaties with theUnited States that include an exchange of informationprogram, or (c) with respect to stock of a foreigncorporation that is readily tradeable on an establishedsecurities market in the United States. Both the Portfolioand the Unitholder must meet certain holding periodrequirements to qualify Portfolio dividends for thistreatment. Income derived from investments inderivatives, fixed-income securities, U.S. real estateinvestment trusts, passive foreign investmentcompanies, and income received “in lieu of” dividends ina securities lending transactions generally is not eligiblefor treatment as qualified dividend income. If thequalified dividend income received by the Portfolio isequal to 95% (or a greater percentage) of the Portfolio'sgross income (exclusive of net capital gain) in anytaxable year, all of the ordinary income dividends paidby the Portfolio will be qualified dividend income. YourPortfolio will provide notice to its Unitholders of theamount of any distribution which may be taken intoaccount as qualified dividend income which is eligiblefor capital gains tax rates. There is no requirement thattax consequences be taken into account inadministering your Portfolio.

In Kind Distributions. Under certain circumstances,as described in this prospectus, you may receive an inkind distribution of Portfolio securities when you redeemyour Units. In general, this distribution will be treated as asale for federal income tax purposes and you willrecognize gain or loss, based on the value at that time ofthe securities and the amount of cash received, and

subject to certain limitations on the deductibility of lossesunder the tax law.

Rollovers and Exchanges. If you elect to haveyour proceeds from your Portfolio rolled over into afuture trust, it would generally be considered a sale forfederal income tax purposes and any gain on the salewill be treated as a capital gain, and, in general, any losswill be treated as a capital loss. However, any lossrealized on a sale or exchange will be disallowed to theextent that Units disposed of are replaced (includingthrough reinvestment of dividends) within a period of 61days beginning 30 days before and ending 30 daysafter disposition of Units or to the extent that theUnitholder, during such period, acquires or enters intoan option or contract to acquire, substantially identicalstock or securities. In such a case, the basis of theUnits acquired will be adjusted to reflect the disallowedloss. The deductibility of capital losses is subject toother limitations in the tax law.

Deductibility of Portfolio Expenses. Expensesincurred and deducted by your Portfolio will generallynot be treated as taxable income to you. In certaincases if your Portfolio is not considered “publiclyoffered” under the Code, each U.S. Unitholder that iseither an individual, trust or estate will be treated ashaving received a taxable distribution from the Portfolioin the amount of that U.S. Unitholder's allocable shareof certain of the Portfolio's expenses for the calendaryear, and these fees and expenses will be treated asmiscellaneous itemized deductions of those U.S.Unitholders. The deductibility of expenses that arecharacterized as miscellaneous itemized deductions,which include investment expenses, is suspended fortax years beginning prior to January 1, 2026.

Foreign Investors. If you are a foreign investor (i.e.,an investor other than a U.S. citizen or resident or aU.S. corporation, partnership, estate or trust), generally,subject to applicable tax treaties, distributions to youfrom your Portfolio will be characterized as dividends forfederal income tax purposes (other than dividends thatyour Portfolio reports as capital gain dividends) and willbe subject to U.S. income taxes, including withholdingtaxes, subject to certain exceptions described below.You may be eligible under certain income tax treaties for

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a reduction in withholding rates. However, distributionsreceived by a foreign investor from your Portfolio thatare properly reported by the trust as capital gaindividends, interest-related dividends paid by thePortfolio from its qualified net interest income from U.S.sources and short-term capital gain dividends, may notbe subject to U.S. federal income taxes, includingwithholding taxes, provided that your Portfolio makescertain elections and certain other conditions are met.

The Foreign Account Tax Compliance Act(“FATCA”). A 30% withholding tax on your Portfolio'sdistributions generally applies if paid to a foreign entityunless: (i) if the foreign entity is a “foreign financialinstitution” as defined under FATCA, the foreign entityundertakes certain due diligence, reporting, withholding,and certification obligations, (ii) if the foreign entity is nota “foreign financial institution,” it identifies certain of itsU.S. investors or (iii) the foreign entity is otherwiseexcepted under FATCA. If required under the rulesabove and subject to the appl icabi l i ty of anyintergovernmental agreements between the UnitedStates and the relevant foreign country, withholdingunder FATCA may apply. Under existing regulations,FATCA withholding on gross proceeds from the sale ofUnits and capital gain distributions from your Portfoliotook effect on January 1, 2019; however, recentlyproposed U.S. tax regulat ions el iminate FATCAwithholding on such types of payments. Taxpayersgeneral ly may rely on these proposed TreasuryRegulations until final Treasury Regulations are issued. Ifwithholding is required under FATCA on a paymentrelated to your Units, investors that otherwise would notbe subject to withholding (or that otherwise would beentitled to a reduced rate of withholding) on suchpayment generally will be required to seek a refund orcredit from the IRS to obtain the benefit of suchexemption or reduction. Your Portfolio will not pay anyadditional amounts in respect of amounts withheldunder FATCA. You should consult your tax advisorregarding the effect of FATCA based on your individualcircumstances.

Foreign Tax Credit. If your Portfolio invests in anyforeign securities, the tax statement that you receivemay include an item showing foreign taxes your

Portfolio paid to other countries. In this case, dividendstaxed to you will include your share of the taxes yourPortfolio paid to other countries. If more than 50% ofthe value of the Portfolio's total assets at the end of afiscal year is invested in foreign securities, the Portfoliomay elect to “pass-through” to the Unitholders theamount of foreign income tax paid by the Portfolio inlieu of deducting such amount in determining itsinvestment company taxable income. In such a case,Unitholders will be required (i) to include in grossincome, even though not actually received, theirrespective pro rata shares of the foreign income taxpaid by the Portfolio that are attributable to anydistributions they receive; and (ii) either to deduct theirpro rata share of foreign tax in computing their taxableincome or to use it (subject to various limitations) as aforeign tax credit against federal income tax (but notboth). No deduction for foreign tax may be claimed by anon-corporate Unitholder who does not itemizedeductions or who is subject to the alternative minimumtax. Unitholders may be unable to claim a credit for thefull amount of their proportionate shares of the foreignincome tax paid by the Portfol io due to certainlimitations that may apply. The Portfolio reserves theright not to pass-through to its Unitholders the amountof foreign income taxes paid by the Portfolio.

Backup Withholding. By law, your Portfolio mustwithhold as backup withholding a percentage (currently24%) of your taxable distributions and redemptionproceeds if you do not provide your correct socialsecurity or taxpayer identification number and certifythat you are not subject to backup withholding, or if theIRS instructs your Portfolio to do so.

Investors should consult their advisors concerningthe federal, state, local and foreign tax consequences ofinvesting in the Portfolio.

PORTFOLIO OPERATING EXPENSES

General. The fees and expenses of your Portfoliowill generally accrue on a daily basis. Portfolio operatingfees and expenses are generally paid out of the IncomeAccount to the extent funds are available, and then fromthe Capital Account. The deferred sales charge,creation and development fee and organization costs

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are generally paid out of the Capital Account of yourPortfolio. It is expected that Securities will be sold topay these amounts which will result in capital gains orlosses to Unitholders. See “Taxation”. These sales willreduce future income distributions. The Sponsor’s,Supervisor’s and Trustee’s fees may be increasedwithout approval of the Unitholders by amounts notexceeding proportionate increases under the category“Services Less Rent of Shelter” in the CPI or, if thiscategory is not published, in a comparable category.

Organization Costs. You and the otherUnitholders will bear all or a portion of the organizationcosts and charges incurred in connection with theestablishment of your Portfolio. These costs andcharges will include the cost of the preparation, printingand execution of the trust agreement, registrationstatement and other documents relating to yourPortfolio, federal and state registration fees and costs,the initial fees and expenses of the Trustee, and legaland auditing expenses. The Public Offering Price ofUnits includes the estimated amount of these costs.The Trustee will deduct these expenses from yourPortfolio’s assets at the end of the initial offering period.

Creation and Development Fee. The Sponsorwill receive a fee from your Portfolio for creating anddeveloping the Portfolio, including determining thePortfolio’s objectives, policies, composition and size,selecting service providers and information services andfor providing other similar administrative and ministerialfunctions. The creation and development fee is a chargeof $0.05 per Unit. The Trustee will deduct this amountfrom your Portfolio’s assets as of the close of the initialoffering period. No portion of this fee is applied to thepayment of distribution expenses or as compensationfor sales efforts. This fee will not be deducted fromproceeds received upon a repurchase, redemption orexchange of Units before the close of the initial publicoffering period.

Trustee’s Fee. For its services the Trustee willreceive the fee from your Portfolio set forth in the “FeeTable” (which includes the estimated amount ofmiscellaneous Portfolio expenses). The Trustee benefitsto the extent there are funds in the Capital and IncomeAccounts since these Accounts are non-interest bearing

to Unitholders and the amounts earned by the Trusteeare retained by the Trustee. Part of the Trustee’scompensation for its services to your Portfolio isexpected to result from the use of these funds.

Compensation of Sponsor and Supervisor.The Sponsor and the Supervisor, which is an affiliate ofthe Sponsor, will receive the annual fees for providingbookkeeping and administrative services and portfoliosupervisory services set forth in the “Fee Table”. Thesefees may exceed the actual costs of providing theseservices to your Portfolio but at no time will the totalamount received for these services rendered to allInvesco unit investment trusts in any calendar yearexceed the aggregate cost of providing these servicesin that year.

Miscellaneous Expenses. The fol lowingadditional charges are or may be incurred by yourPortfolio: (a) normal expenses (including the cost ofmailing reports to Unitholders) incurred in connectionwith the operation of the Portfolio, (b) fees of theTrustee for extraordinary services, (c) expenses of theTrustee (including legal and auditing expenses) and ofcounsel designated by the Sponsor, (d) variousgovernmental charges, (e) expenses and costs of anyaction taken by the Trustee to protect the Portfolio andthe r ights and interests of Unitholders,(f) indemnification of the Trustee for any loss, liability orexpenses incurred in the administration of the Portfoliowithout negligence, bad faith or willful misconduct onits part, (g) foreign custodial and transaction fees(which may include compensation paid to the Trusteeor its subsidiaries or affiliates), (h) costs associated withliquidating the securities held in the Portfolio, (i) anyoffering costs incurred after the end of the initial offeringperiod and (j) expenditures incurred in contactingUnitholders upon termination of the Portfolio. ThePortfol io may pay the expenses of updating itsregistration statement each year. The Portfolio will paya license fee to S&P Opco, LLC for the use of certaintrademarks and other property.

ETF Expenses. Your Portfolio will also bear theexpenses of the underlying ETFs. While your Portfoliowill not pay these expenses directly out of its assets, anestimate of these expenses is shown in your Portfolio’s

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“Estimated Annual Expenses” in the “Fee Table” toillustrate the impact of these expenses. This estimate isbased upon each underlying ETF’s annual operatingexpenses for the most recent f iscal year. Eachunderlying ETF’s annual operating expense amount issubject to change in the future.

OTHER MATTERS

Legal Opinions. The legality of the Units offeredhereby has been passed upon by Morgan, Lewis &Bockius LLP. Dorsey & Whitney LLP has acted ascounsel to the Trustee.

Independent Registered Public AccountingFirm. The statement of condition and the relatedportfolio included in this prospectus have been auditedby Grant Thornton LLP, independent registered publicaccounting firm, as set forth in their report in thisprospectus, and are included herein in reliance upon theauthority of said firm as experts in accounting andauditing.

ADDITIONAL INFORMATION

This prospectus does not contain all the informationset forth in the registration statements filed by yourPortfolio with the SEC under the Securities Act of 1933and the Investment Company Act of 1940 (file no.811-02754). The Information Supplement, which hasbeen filed with the SEC and is incorporated herein byreference, includes more detai led informationconcerning the Securities, investment risks and generalinformation about the Portfolio. Reports and otherinformation about your Portfolio are available on theEDGAR Database on the SEC’s Internet site athttp://www.sec.gov. Copies of this information may beobtained, after paying a duplication fee, by electronicrequest at the fol lowing e-mail address:publicinfo@sec.gov or by writing the SEC’s PublicReference Section, Washington, DC 20549-0102.

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TABLE OF CONTENTS

Title Page

Balanced Dividend Sustainability & Income Portfolio ............................................................ 2

Notes to Portfolio ................................................. 8Report of Independent Registered

Public Accounting Firm..................................... 9Statement of Condition ....................................... 10The Portfolio....................................................... A-1Objective and Securities Selection ..................... A-2ETFs.................................................................. A-3Risk Factors ...................................................... A-3Public Offering ................................................... A-12Retirement Accounts ......................................... A-16Fee Accounts .................................................... A-16Rights of Unitholders ......................................... A-17Portfolio Administration ...................................... A-20Taxation ............................................................. A-22Portfolio Operating Expenses ............................. A-25Other Matters .................................................... A-27Additional Information ........................................ A-27

______________When Units of the Portfolio are no longer available thisprospectus may be used as a preliminary prospectus for afuture Portfolio. If this prospectus is used for future Portfoliosyou should note the following:

The information in this prospectus is not complete withrespect to future Portfolio series and may be changed. Noperson may sell Units of future Portfolios until a registrationstatement is f i led with the Secur i t ies and ExchangeCommission and is effective. This prospectus is not an offer tosell Units and is not soliciting an offer to buy Units in any statewhere the offer or sale is not permitted.

U-EMSPRO2069

PROSPECTUS

August 5, 2020

Balanced Dividend Sustainability &Income Portfolio 2020-3

Please retain this prospectus for future reference.

INVESCO