Supplement Dated: April 3, 2020 U-EMSSPT2031 · 47 Procter & Gamble Company 125.660 5,906.02 79...

INVESCO UNIT TRUSTS, SERIES 2031Global Dividend Sustainability Portfolio 2020-1

Dividend Sustainability Portfolio 2020-1

Supplement to the Prospectus

Effective April 3, 2020, United Technologies Corporation (ticker: UTX) has spun off two of its business units by distributing apro rata dividend of Carrier Global Corporation (ticker: CARR) common stock and Otis Worldwide Corporation (ticker: OTIS)common stock to UTX shareholders of record as of record date March 19, 2020. Each UTX shareholder received one shareof CARR and one-half share of OTIS for every one share of UTX held.

Following the spin-offs, United Technologies Corporation finalized its merger with the Raytheon Company. As part of themerger, United Technologies Corporation has changed its name to Raytheon Technologies Corporation and is trading underthe ticker “RTX.”

Notwithstanding anything to the contrary in the Prospectuses, the Portfolios now hold, and will continue to purchase, sharesof Carrier Global Corporation, Otis Worldwide Corporation, and Raytheon Technologies Corporation.

Supplement Dated: April 3, 2020 U-EMSSPT2031


International Dividend Sustainability Portfolio 2020-1

European Dividend Sustainability Portfolio 2020-1

Global Dividend Sustainability Portfolio 2020-1

Each unit investment trust named above (the “Portfolios”), included in Invesco Unit Trusts, Series 2031, invests ina portfolio of stocks. Of course, we cannot guarantee that a Portfolio will achieve its objective.

February 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 aboveaverage capital appreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolioof common stocks of companies derived from the S&P500 Dividend Aristocrats Index. The S&P 500 DividendAristocrats Index consists 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. Invesco Capital Markets, Inc., theSponsor, selected 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.

The Portfolio will consist of companies selected bythe Sponsor from a selection universe of companiesincluded in the S&P 500 Dividend Aristocrats Index;the companies, if rated, must have a domestic S&PGlobal Quality Rank of B or better and, if rated, anS&P Global Issuer Credit Rating of BBB or better.

Beginning with the S&P 500 Dividend AristocratsIndex, the Sponsor selected the composition of thePortfolio by: (1) eliminating companies with a sharepr ice below $5 at the t ime of se lect ion; (2 )eliminating companies, if rated, with an S&P GlobalQuality Ranking below B and, if rated, with an S&PGlobal Issuer Credit Rating below BBB (companieswhich do not have a domestic S&P Global QualityRank or an S&P Global Issuer Credit Rating may beincluded); and (3) applying a fundamental, qualitativeselection process focusing on factors including, butnot limited to:

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

• Growth – Companies with a history of andprospects for above average growth of salesand earnings;

• Cash Flow Generation – Companies with ahistory of generating attractive operating andfree cash flows in order to facilitate current andfuture dividends;

• Balance Sheet – Companies displayingbalance sheet strength evidenced by a historyof achieving strong financial results and makingdisciplined capital management decisions; and

• Returns – Companies with a history of aboveaverage returns on invested capital.

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 currentPortfolio terminates. As a result, you may achievemore consistent overall results by following thestrategy through reinvestment of your proceeds overseveral years if subsequent series are available.Repeatedly rol l ing over an investment in a unitinvestment trust may differ from long-term investmentsin other investment products when considering thesales charges, fees, expenses and tax consequencesattributable to a Unitholder. For more information see“Rights of Unitholders--Rollover”.

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.

• An issuer may be unwilling or unable todeclare dividends in the future, or mayreduce the level of dividends declared.This may result in a reduction in the value ofyour Units.

• The financial condition of an issuer mayworsen or its credit ratings may drop,resulting in a reduction in the value ofyour Units. This may occur at any point intime, including during the initial offering period.

• You could experience dilution of yourinvestment if the size of the Portfolio

2

Dividend Sustainability Portfolio

is increased as Units are sold. There isno assurance that your investment wi l lmainta in i ts proport ionate share in thePortfolio’s profits and losses.

• The Portfolio does not replicate all of thecomponents of the S&P 500 DividendAristocrats Index or its componentweightings and the stocks in thePortfolio will not change if the indexcomponents, or their weightings withinthe index, change. The performance of thePortfolio will not correspond with the S&P 500Dividend Aristocrats Index for this reason andbecause the Portfolio incurs a sales charge andexpenses. The Portfolio is not intended toreplicate the performance of the index.

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

3

4

Fee Table

The amounts below are estimates of the direct and indirectexpenses that you may incur based on a $10 Public Offering Price perUnit. Actual expenses 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 0.142% $1.377 ______ ______ ______ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.201% $1.956Supervisory, bookkeeping

and administrative fees 0.057 0.550 ______ ______

Total 0.258% $2.506* ______ ______ ______ ______

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 youcontinue to follow the Portfolio strategy and roll your investment, includingall distributions, into a new trust every two years subject to a sales chargeof 2.75%. Based on these assumptions, you would pay the followingexpenses for every $10,000 you invest in the Portfolio:

1 year $ 314 3 years 674 5 years 1,057 10 years 1,933

* The estimated annual expenses are based upon the estimated trust sizefor the Portfolio determined as of the initial date of deposit. Becausecertain of the operating expenses are fixed amounts, if the Portfolio doesnot reach the estimated size, or if the value of the Portfolio or number ofoutstanding units decline over the life of the trust, or if the actual amountof the operating expenses exceeds the estimated amounts, the actualamount of the operating expenses per 100 units would exceed theestimated amounts. In some cases, the actual amount of operatingexpenses may substantially 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 fromJune 10, 2020 through November 9, 2020. 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 (anticipated tobe three months) or six months following the Initial Date of Deposit. Formore detail, see “Public Offering Price - General.”

Essential Information

Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit February 5, 2020Mandatory Termination Date February 3, 2022Historical 12 Month Distributions1 $0.19368 per UnitEstimated Initial Distribution1 $0.06 per UnitRecord Dates 10th day of each June, September, December and March, commencing June 10, 2020

Distribution Dates 25th day of each June, September, December and March, commencing June 25, 2020CUSIP Numbers Cash – 46146E149 Reinvest – 46146E156 Fee Based Cash – 46146E164 Fee Based Reinvest – 46146E172

1 As of close of business day prior to Initial Date of Deposit. The actualdistributions you receive will vary from this per Unit amount due tochanges in the Portfolio’s fees and expenses, in actual income receivedby the Portfolio, currency fluctuations and with changes in the Portfoliosuch as the acquisition or liquidation of securities. See “Rights ofUnitholders--Historical and Estimated Distributions.”

5


Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Communication Services - 4.01% 158 AT&T, Inc. $ 37.630 $ 5,945.54 Consumer Discretionary - 16.04% 50 Lowe’s Companies, Inc. 119.350 5,967.50 28 McDonald’s Corporation 214.620 6,009.36 52 Target Corporation 113.250 5,889.00 70 V.F. Corporation 83.950 5,876.50 Consumer Staples - 19.90% 100 Coca-Cola Company 58.840 5,884.00 41 PepsiCo, Inc. 143.220 5,872.02 47 Procter & Gamble Company 125.660 5,906.02 79 Sysco Corporation 75.060 5,929.74 51 Walmart, Inc. 115.270 5,878.77 Energy - 3.97% 55 Chevron Corporation 106.850 5,876.75 Financials - 8.00% 20 S&P Global, Inc. 297.920 5,958.40 43 T. Rowe Price Group, Inc. 136.810 5,882.83 Health Care - 12.04% 67 Abbott Laboratories 88.230 5,911.41 39 Johnson & Johnson 151.600 5,912.40+ 50 Medtronic plc 119.990 5,999.50 Industrials - 16.07% 81 Emerson Electric Company 73.240 5,932.44 33 General Dynamics Corporation 179.530 5,924.49 36 Stanley Black & Decker, Inc. 165.800 5,968.80 39 United Technologies Corporation 153.000 5,967.00 Information Technology - 3.92% 33 Automatic Data Processing, Inc. 175.920 5,805.36 Materials - 12.05% 24 Air Products and Chemicals, Inc. 247.090 5,930.16 29 Ecolab, Inc. 203.450 5,900.05 49 PPG Industries, Inc. 122.530 6,003.97 Utilities- 4.00% 64 Consolidated Edison, Inc. 92.540 5,922.56___________ ____________ 1,338 $ 148,054.57___________ _______________________ ____________

See “Notes to Portfolios”.

Investment Objective. The Portfolio seeks aboveaverage capital appreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolio ofinternational common stocks and American DepositaryReceipts (“ADRs”) of companies with a history ofincreasing dividend distributions. Invesco CapitalMarkets, Inc., the Sponsor, only considered companieswith an S&P Global Issuer Credit Rating of BBB- orhigher and a minimum share price of $5 (USD) at thetime of selection. Companies considered for inclusion inthe Portfolio must have demonstrated consistentdividend per share growth over the last 5 years.

Beginning with a universe of foreign companies thattrade on a U.S. stock exchange, either directly orthrough an ADR, the Sponsor selected the compositionof the Portfolio by: (1) eliminating companies with a shareprice below $5 at the time of selection; (2) eliminatingcompanies with an S&P Global Issuer Credit Ratingbelow BBB-; (3) eliminating companies that have notdemonstrated consistent dividend per share growth overthe last 5 years; and (4) applying a fundamental,qualitative selection process focusing on factorsincluding, but not limited to:



• Cash Flow Generation – Companies with ahistory of generating attractive operating andfree cash flow in order to facilitate current andfuture dividends;

• Balance Sheet – Companies displaying balancesheet strength evidenced by a history ofachieving strong financial results and makingdisciplined capital management decisions; and


The final Portfolio is constructed so that no morethan 50% of the Portfolio will be invested in any oneparticular country and a minimum of 5 countries will berepresented in the Portfolio at the time of selection.

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.






• You could experience dilution of yourinvestment if the size of the Portfoliois increased as Units are sold. There is

6

International Dividend Sustainability Portfolio

no assurance that your investment wi l lmaintain i ts proport ionate share in thePortfolio’s profits and losses.

• Stocks of foreign companies in thePortfolio present risks beyond those ofU.S. issuers. These r isks may includemarket and political factors related to thecompany’s foreign market, international tradeconditions, less regulation, smaller or lessliquid markets, increased volatility, differingaccounting practices and changes in the valueof foreign currencies.

• The Portfolio is concentrated insecurities issued by companies domiciledin Canada. As a result, political or economicdevelopments in Canada may have a significantimpact on the securities included in the Portfolio.

• We do not actively manage thePortfolio. Except in limited circumstances,the Portfolio will hold, and may continue tobuy, shares of the same securities even if theirmarket value declines.

7

Fee Table








Total 0.263% $2.548* ______ ______ ______ ______

Example


1 year $ 338 3 years 723 5 years 1,133 10 years 2,062







8

9

International Dividend Sustainability Portfolio 2020-1

Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Canada - 27.92% 63 Canadian National Railway Company $ 94.270 $ 5,939.01 143 Enbridge, Inc. 41.240 5,897.32 115 Magna International, Inc. 51.600 5,934.00 196 Suncor Energy, Inc. 30.030 5,885.88 108 TC Energy Corporation 54.720 5,909.76 148 TELUS Corporation 40.210 5,951.08 105 Toronto-Dominion Bank 56.040 5,884.20 Denmark - 3.99% 96 Novo Nordisk A/S - ADR 61.590 5,912.64 France - 8.02% 371 Danone S.A - ADR 16.070 5,961.97 122 Sanofi - ADR 48.640 5,934.08 Germany - 4.02% 44 SAP SE - ADR 135.480 5,961.12 Ireland - 4.01% 28 Accenture plc - CL A 212.530 5,950.84 Japan - 4.02% 232 Nippon Telegraph and Telephone Corporation - ADR 25.695 5,961.24 Switzerland - 24.04% 247 ABB, Ltd. - ADR 24.100 5,952.70 38 Chubb, Ltd. 154.300 5,863.40 54 Nestle S.A. - ADR 111.280 6,009.12 62 Novartis AG - ADR 95.100 5,896.20 142 Roche Holding AG - ADR 42.390 6,019.38 62 TE Connectivity, Ltd. 95.330 5,910.46 Taiwan - 3.99% 103 Taiwan Semiconductor Manufacturing Company, Ltd. - ADR 57.520 5,924.56 United Kingdom - 19.99% 178 BAE Systems plc - ADR 33.715 6,001.27 242 Compass Group plc - ADR 24.620 5,958.04 36 Diageo plc - ADR 162.660 5,855.76 163 Prudential plc - ADR 36.310 5,918.53 99 Unilever plc - ADR 59.720 5,912.28___________ ____________ 3,197 $ 148,304.84___________ _______________________ ____________


Investment Objective. The Portfolio seeksabove average capital appreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolioof common stocks of companies and AmericanDepositary Receipts (“ADRs”) of companies derivedfrom the S&P Europe 350 Dividend Aristocrats Index.The S&P Europe 350 Dividend Aristocrats Indexconsists of stocks of those companies contained inthe S&P Europe 350 Index that have followed amanaged-dividends policy of consistently increasingdividends every year for at least 10 years. InvescoCapital Markets, Inc., the Sponsor, selected the stocksfor the Portfolio from among the S&P Europe 350Dividend Aristocrats Index component list as mostrecently made available to the Sponsor prior to theInitial Date of Deposit.

The Portfolio consists of companies from the S&PEurope 350 Dividend Aristocrats Index that havedisplayed attractive recent dividend per share growth.The Sponsor selected the final portfolio by applying afundamental, qualitative selection process focusing onfactors including, but not limited to:

• Valuation – Companies whose currentvaluations appear attractive relative to long-term trends;


• Cash Flow Generation – Companies with ahistory of generating attractive operating andfree cash flows in order to facilitate current andfuture dividends;

• Balance Sheet – Companies displayingbalance sheet strength evidenced by a historyof achieving strong financial results and makingdisciplined capital management decisions; and


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






• 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 profitsand losses.

10

European Dividend Sustainability Portfolio


• The Portfolio is concentrated in securitiesissued by companies domiciled in theUnited Kingdom. As a result, political oreconomic developments in the United Kingdommay have a significant impact on the securitiesincluded in the Portfolio.

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

11

12

Fee Table







and administrative fees 0.057% 0.550 ______ ______

Total 0.885% $8.547* ______ ______ ______ ______

Example


1 year $ 4253 years 9565 years 1,51210 years 2,806




Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit February 5, 2020Mandatory Termination Date February 3, 2022Historical 12 Month Distributions2 $0.11699 per UnitRecord Dates2 10th day of each June, September, December and March commencing June 10, 2020

Distribution Dates2 25th day of each June, September, December and March commencing June 25, 2020CUSIP Numbers Cash – 46146E180 Reinvest – 46146E198 Fee Based Cash – 46146E206 Fee Based Reinvest – 46146E214


13


Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Belgium - 4.01% 83 Groupe Bruxelles Lambert S.A. $ 102.1054 $ 8,474.75 Denmark - 3.99% 137 Novo Nordisk A/S - ADR 61.5900 8,437.83 France - 20.12% 56 EssilorLuxottica 150.5614 8,431.44 11 Hermes International 763.8225 8,402.05 30 L’Oreal S.A. 288.6638 8,659.91 19 LVMH Moet Hennessy Louis Vuitton SE 453.1880 8,610.57 173 Sanofi - ADR 48.6400 8,414.72 Germany - 3.99% 163 Fresenius SE & Company KGaA 51.7148 8,429.52 Ireland - 3.97% 65 Kerry Group plc - CL A 129.0783 8,390.09 Netherlands - 8.00% 143 Unilever NV 58.6256 8,383.46 111 Wolters Kluwer NV 76.8767 8,533.32 Switzerland - 11.97% 76 Nestle S.A. - ADR 111.2800 8,457.28 89 Novartis AG - ADR 95.1000 8,463.90 25 Roche Holding AG 335.0451 8,376.13 United Kingdom - 43.95% 256 Ashtead Group plc 33.7405 8,637.57 252 BAE Systems plc - ADR 33.7150 8,496.18 190 British American Tobacco plc - ADR 44.7400 8,500.60 321 Bunzl plc 25.9278 8,322.81 337 Compass Group plc - ADR 24.6200 8,296.94 52 Diageo plc - ADR 162.6600 8,458.32 296 Halma plc 28.3217 8,383.22 109 Intertek Group plc 75.9443 8,277.93 244 Johnson Matthey plc 35.2146 8,592.37 235 Prudential plc - ADR 36.3100 8,532.85 421 SSE plc - ADR 19.9600 8,403.16___________ ____________ 3,894 $ 211,366.92___________ _______________________ ____________


Investment Objective. The Portfolio seeksabove average capital appreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolio ofstocks of foreign and domestic companies selected byapplying three separate specialized strategies. TheDividend Sustainability Strategy will make upapproximately 60% of the initial Portfolio, while theInternational Dividend Sustainability Strategy and theEuropean Dividend Sustainability Strategy will eachcomprise approximately 20%. Invesco Capital Markets,Inc. is the Sponsor of the Portfolio.

The Dividend Sustainabil ity Strategy selectscommon stocks of companies derived from the S&P500 Dividend Aristocrats Index. The S&P 500 DividendAristocrats Index consists of stocks of thosecompanies contained in the S&P 500 Index that havefollowed a policy of consistently increasing dividendsevery year for at least 25 years. The Sponsor selectedthe stocks for the Portfolio from among the S&P 500Dividend Aristocrats Index component list as mostrecently made available to the Sponsor prior to theInitial Date of Deposit.

The Portfolio will consist of 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 selected the composition of thePortfolio by: (1) eliminating companies with a share pricebelow $5 at the time of selection; (2) eliminatingcompanies, if rated, with an S&P Global Quality Rankingbelow B and, if rated, with an S&P Global Issuer CreditRating below BBB (companies which do not have adomestic S&P Global Quality Rank or an S&P GlobalIssuer Credit Rating may be included); and (3) applyinga fundamental, qualitative selection process focusing onfactors including, but not limited to:


• Growth – Companies with a history of andprospects for above average growth of sales andearnings;

• Cash Flow Generation – Companies with ahistory of generating attractive operating and freecash flows in order to facilitate current and futuredividends;



The International Dividend Sustainability Strategyselects international common stocks and AmericanDepository Receipts (“ADRs”) of companies with ahistory of increasing dividend distributions. The Sponsoronly considered companies with an S&P Global IssuerCredit Rating of BBB- or higher and a minimum shareprice of $5 (USD) at the time of selection. Companiesconsidered for inclusion in the Portfolio must havedemonstrated consistent dividend per share growth overthe last 5 years.

Beginning with a universe of foreign companies thattrade on a U.S. stock exchange, either directly orthrough an ADR, the Sponsor selected the compositionof the Portfolio by: (1) eliminating companies with ashare price below $5 at the time of selection; (2)eliminating companies with an S&P Global Issuer CreditRating below BBB-; (3) eliminating companies thathave not demonstrated consistent dividend per sharegrowth over the last 5 years; and (4) applying afundamental, qualitative selection process focusing onfactors including, but not limited to:

• Valuation – Companies whose currentvaluations appear attractive relative to long-term trends;

14

Global Dividend Sustainability Portfolio

• Growth – Companies with a history of andprospects for above average growth of sales andearnings;

• Cash Flow Generation – Companies with ahistory of generating attractive operating and freecash flow in order to facilitate current and futuredividends;



The final Portfolio is constructed so that no more than50% of the Portfolio will be invested in any one particularcountry and a minimum of 5 countries will berepresented in the Portfolio at the time of selection.

The European Dividend Sustainability Strategy selectscommon stocks of companies and ADRs of companiesderived from the S&P Europe 350 Dividend AristocratsIndex. The S&P Europe 350 Dividend Aristocrats Indexconsists of stocks of those companies contained in theS&P Europe 350 Index that have followed a managed-dividends policy of consistently increasing dividendsevery year for at least 10 years. The Sponsor selectedthe stocks for the Portfolio from among the S&P Europe350 Dividend Aristocrats Index component list as mostrecently made available to the Sponsor prior to the InitialDate of Deposit.

The Portfolio consists of companies from the S&PEurope 350 Dividend Aristocrats Index that havedisplayed attractive recent dividend per share growth.The Sponsor selected the final portfolio by applying afundamental, qualitative selection process focusing onfactors including, but not limited to:



• Cash Flow Generation – Companies with ahistory of generating attractive operating and freecash flows in order to facilitate current and futuredividends;



Of course, we cannot guarantee that yourPortfolio will achieve its objective. The value of yourUnits may fall below the price you paid for the Units.You should read the “Risk Factors” section beforeyou invest.

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

Principal Risks. As with all investments, youcan lose money by investing in this Portfolio. ThePortfolio also might not perform as well as youexpect. This can happen for reasons such as these:



15

16


• You could experience dilution of yourinvestment if the size of the Portfoliois increased as Units are sold. There isno assurance that your investment wi l lmainta in i ts proport ionate share in thePortfolio’s profits and losses.


• We do not actively manage thePortfolio. Except in limited circumstances,the Portfolio will hold, and may continue tobuy, shares of the same securities even if theirmarket value declines.

Fee Table








Total 0.619% $5.977* ______ ______ ______ ______

Example


1 year $ 4003 years 8815 years 1,38710 years 2,554







17

18


Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Communication Services - 4.01% 194 AT&T, Inc. $ 37.6300 $ 7,300.22+ 94 Nippon Telegraph and Telephone Corporation - ADR 25.6950 2,415.33+ 60 TELUS Corporation 40.2100 2,412.60 Consumer Discretionary - 14.22%+ 194 Compass Group plc - ADR 24.6200 4,776.28+ 16 EssilorLuxottica 150.5614 2,408.98+ 3 Hermes International 763.8225 2,291.47 61 Lowe’s Companies, Inc. 119.3500 7,280.35+ 5 LVMH Moet Hennessy Louis Vuitton SE 453.1880 2,265.94+ 47 Magna International, Inc. 51.6000 2,425.20 33 McDonald’s Corporation 214.6200 7,082.46 64 Target Corporation 113.2500 7,248.00 86 V.F. Corporation 83.9500 7,219.70 Consumer Staples - 19.89%+ 54 British American Tobacco plc - ADR 44.7400 2,415.96 122 Coca-Cola Company 58.8400 7,178.48+ 150 Danone S.A - ADR 16.0700 2,410.50+ 30 Diageo plc - ADR 162.6600 4,879.80+ 19 Kerry Group plc - CL A 129.0783 2,452.49+ 8 L’Oreal S.A. 288.6638 2,309.31+ 44 Nestle S.A. - ADR 111.2800 4,896.32 51 PepsiCo, Inc. 143.2200 7,304.22 58 Procter & Gamble Company 125.6600 7,288.28 93 Sysco Corporation 75.0600 6,980.58+ 41 Unilever NV 58.6256 2,403.65+ 40 Unilever plc - ADR 59.7200 2,388.80 63 Walmart, Inc. 115.2700 7,262.01 Energy - 4.78% 68 Chevron Corporation 106.8500 7,265.80+ 58 Enbridge, Inc. 41.2400 2,391.92+ 80 Suncor Energy, Inc. 30.0300 2,402.40+ 44 TC Energy Corporation 54.7200 2,407.68 Financials - 8.84%+ 16 Chubb, Ltd. 154.3000 2,468.80+ 24 Groupe Bruxelles Lambert S.A. 102.1054 2,450.53+ 134 Prudential plc - ADR 36.3100 4,865.54 24 S&P Global, Inc. 297.9200 7,150.08 54 T. Rowe Price Group, Inc. 136.8100 7,387.74+ 43 Toronto-Dominion Bank 56.0400 2,409.72

19


Portfolio (continued)______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Health Care - 14.39% 83 Abbott Laboratories $ 88.2300 $ 7,323.09+ 47 Fresenius SE & Company KGaA 51.7148 2,430.60 48 Johnson & Johnson 151.6000 7,276.80+ 61 Medtronic plc 119.9900 7,319.39+ 50 Novartis AG - ADR 95.1000 4,755.00+ 78 Novo Nordisk A/S - ADR 61.5900 4,804.02+ 7 Roche Holding AG 335.0451 2,345.32+ 57 Roche Holding AG - ADR 42.3900 2,416.23+ 100 Sanofi - ADR 48.6400 4,864.00 Industrials - 16.10%+ 103 ABB, Ltd. - ADR 24.1000 2,482.30+ 73 Ashtead Group plc 33.7405 2,463.06+ 144 BAE Systems plc - ADR 33.7150 4,854.96+ 92 Bunzl plc 25.9278 2,385.35+ 26 Canadian National Railway Company 94.2700 2,451.02 99 Emerson Electric Company 73.2400 7,250.76 41 General Dynamics Corporation 179.5300 7,360.73+ 31 Intertek Group plc 75.9443 2,354.27 44 Stanley Black & Decker, Inc. 165.8000 7,295.20 48 United Technologies Corporation 153.0000 7,344.00+ 32 Wolters Kluwer NV 76.8767 2,460.05 Information Technology - 6.49%+ 12 Accenture plc - CL A 212.5300 2,550.36 41 Automatic Data Processing, Inc. 175.9200 7,212.72+ 85 Halma plc 28.3217 2,407.34+ 18 SAP SE - ADR 135.4800 2,438.64+ 44 Taiwan Semiconductor Manufacturing Company, Ltd. - ADR 57.5200 2,530.88+ 26 TE Connectivity, Ltd. 95.3300 2,478.58 Materials - 8.12% 30 Air Products and Chemicals, Inc. 247.0900 7,412.70 36 Ecolab, Inc. 203.4500 7,324.20+ 70 Johnson Matthey plc 35.2146 2,465.02 60 PPG Industries, Inc. 122.5300 7,351.80 Utilities - 3.16% 77 Consolidated Edison, Inc. 92.5400 7,125.58+ 121 SSE plc - ADR 19.9600 2,415.16___________ ____________ 4,059 $ 302,446.27___________ _______________________ ____________


20

Notes to Portfolios

(1) The Securities are initially represented by “regular way” contracts for the performance of which anirrevocable letter of credit has been deposited with the Trustee. Contracts to acquire Securities wereentered into on February 4, 2020 and have a settlement date of February 6, 2020 (see “The Portfolios”).

(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 InitialDate of Deposit, is as follows:

Profit Cost to (Loss) To Sponsor Sponsor ______________ _____________

Dividend Sustainability Portfolio . . . . . . . . . . . . . . . . . . . . . . . . $ 148,055 $ 0International Dividend Sustainability Portfolio . . . . . . . . . . . . . . $ 148,305 $ 0European Dividend Sustainability Portfolio . . . . . . . . . . . . . . . . $ 212,067 $ (700)Global Dividend Sustainability Portfolio . . . . . . . . . . . . . . . . . . $ 302,644 $ (198)

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

21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sponsor and Unitholders of Invesco Unit Trusts, Series 2031:

Opinion on the Financial Statements

We have audited the accompanying statements of condition (including the related portfolio schedules) ofDividend Sustainability Portfolio 2020-1; International Dividend Sustainability Portfolio 2020-1; EuropeanDividend Sustainability Portfolio 2020-1; and Global Dividend Sustainability Portfolio 2020-1 (included inInvesco Unit Trusts, Series 2031 (the “Trust”)) as of February 5, 2020, and the related notes (collectivelyreferred to as the “financial statements”). In our opinion, the financial statements present fairly, in all materialrespects, the financial position of the Trust as of February 5, 2020, in conformity with accounting principlesgenerally 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 audits. 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 securitieslaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require thatwe plan and perform the audits to obtain reasonable assurance about whether the financial statements arefree of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were weengaged to perform, an audit of its internal control over financial reporting. As part of our audits we arerequired to obtain an understanding of internal control over financial reporting but not for the purpose ofexpressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly,we express no such opinion.

Our audits 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 thefinancial statements. Our audits also included evaluating the accounting principles used and significantestimates made by the Sponsor, as well as evaluating the overall presentation of the financial statements. Ourprocedures included confirmation of cash or irrevocable letters of credit deposited for the purchase ofsecurities as shown in the statements of condition as of February 5, 2020 by correspondence with The Bankof New York Mellon, Trustee. We believe that our audits provide 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 YorkFebruary 5, 2020

22

STATEMENTS OF CONDITIONAs of February 5, 2020

International European Global Dividend Dividend Dividend Dividend Sustainability Sustainability Sustainability SustainabilityINVESTMENT IN SECURITIES Portfolio Portfolio Portfolio Portfolio _____________ _____________ _____________ _____________Contracts to purchase Securities (1) . . . . . . . . . . . . . . $ 148,055 $ 148,305 $ 211,367 $ 302,446 _____________ _____________ _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,055 $ 148,305 $ 211,367 $ 302,446 _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities-- Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . $ 204 $ 559 $ 1,374 $ 1,966 Deferred sales charge liability (3) . . . . . . . . . . . . . . 3,331 3,337 4,756 6,805 Creation and development fee liability (4) . . . . . . . 740 742 1,057 1,512 Interest of Unitholders-- Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . 148,055 148,305 211,367 302,446 Less: deferred sales charge, creation and development fee and organization costs (2)(4)(5)(6) . . . . . . . . . . . . . . . . . . . . . . . 4,275 4,638 7,187 10,283 _____________ _____________ _____________ _____________ Net interest to Unitholders (5) . . . . . . . . . . . . 143,780 143,667 204,180 292,163 _____________ _____________ _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,055 $ 148,305 $ 211,367 $ 302,446 _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,806 14,831 21,137 30,245 _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . $ 9.711 $ 9.687 $ 9.660 $ 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 separate irrevocable letters of credit which have 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 a 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(approximately 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 a 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 a Portfolio on the bases set forth under “Public Offering”.(4) The creation and development fee is payable by a 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.

A-1

THE PORTFOLIOS

The Portfolios were created under the laws of theState of New York pursuant to a Trust Indenture andTrust Agreement (the “Trust Agreement”), dated thedate of this prospectus (the “Initial Date of Deposit”),among Invesco Capital Markets, Inc., as Sponsor andInvesco Investment Advisers LLC, as Supervisor, andThe Bank of New York Mellon, as Trustee.

The Portfolios offer investors the opportunity topurchase Units representing proportionate interests in aportfolio of securities. Each Portfolio may be anappropriate medium for investors who desire toparticipate in a portfolio of securities with greaterdiversification than they might be able to acquireindividually.

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 Portfolios. Unless otherwiseterminated as provided in the Trust Agreement, yourPortfolio 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 “Portfolios” and any additionalsecurities deposited into the Portfolios.

Additional Units of your Portfolio may be issued atany time by depositing in the Portfolio (i) additionalSecurities, (ii) contracts to purchase Securities togetherwith cash or irrevocable letters of credit or (iii) cash (ora letter of credit or the equivalent) with instructions topurchase additional Securities. As additional Units areissued by your Portfolio, the aggregate value of theSecurities will be increased and the fractional undividedinterest represented by each Unit may be decreased.The Sponsor may continue to make additional depositsinto your Portfolio following the Initial Date of Depositprovided that the additional deposits will be in amountswhich will maintain, as nearly as practicable, the same

percentage relationship among the number of sharesof each Security in the Portfol io that existedimmediately prior to the subsequent deposit. Investorsmay experience a dilution of their investments and areduction in their anticipated income because offluctuations in the prices of the Securities between thetime of the deposit and the purchase of the Securitiesand because your Portfolio will pay the associatedbrokerage or acquisit ion fees. Due to round lotrequirements in certain foreign securities markets andmarket value fluctuations, your Portfolio may not beable to invest in each Security on any subsequent dateof deposit in the same proportion as existed on theInitial Date of Deposit or immediately prior to thesubsequent deposit of Securities. This could increasethe potential for dilution of investments and variancesin anticipated income. In addition, during the initialoffering of Units it may not be possible to buy apart icular Security due to regulatory or tradingrestrictions, or corporate actions. While such limitationsare in effect, additional Units would be created bypurchasing each of the Securities in your Portfolio thatare not subject to those limitations. This would alsoresult in the dilution of the investment in any suchSecurity not purchased and potential variances inanticipated income. Purchases and sales of Securitiesby your Portfol io may impact the value of theSecurities. This may especially be the case during theinitial offering of Units, upon Portfolio termination and inthe course of satisfying large Unit redemptions.

Each Unit of your 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 yourPortfolio and any historical or estimated per Unitdistribution amount will increase or decrease to theextent of any adjustment. To the extent that any Unitsare redeemed to the Trustee or additional Units areissued as a result of additional Securit ies beingdeposited by the Sponsor, the fractional undividedinterest in your Portfol io represented by eachunredeemed Unit will increase or decrease accordingly,

A-2

although the actual interest in your Portfolio will remainunchanged. Units wi l l remain outstanding unti lredeemed upon tender to the Trustee by Unitholders,which may include the Sponsor, or until the terminationof the Trust Agreement.

Your Portfolio consists of (a) the Securities (includingcontracts for the purchase thereof) listed under theapplicable “Portfolio” as may continue to be held fromtime to time in the Portfolio, (b) any additional Securitiesacquired and held by the Portfolio pursuant to theprovisions of the Trust Agreement and (c) any cash heldin the related Income and Capital Accounts. Neither theSponsor nor the Trustee shall be liable in any way forany contract failure in any of the Securities.

OBJECTIVES AND SECURITIES SELECTION

The objective of your Portfolio is described in theindividual Portfolio sections. There is no assurance thatyour Portfolio will achieve its objective.

Div idend Susta inabi l i ty Port fo l io and GlobalDividend Sustainability Portfolio. The Sponsor, onbehalf of the Dividend Sustainability Portfolio andGlobal Dividend Sustainability Portfolio, has enteredinto a license agreement with S&P Opco, LLC underwhich the Portfolios are granted a license to usecertain trademarks and tradenames, to the extent theSponsor deems appropriate and desirable underfederal and state securities laws to indicate the indexthat is a source for determining the composition ofthe Portfolios.

Each Portfolio is based in part on an S&P Index, butis not 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.

Each 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 each Portfolio or

any member of the public regarding the advisability ofinvesting in securities generally or in those Portfoliosparticularly. S&P Dow Jones Indices’ only relationship tothe Sponsor with respect to each Portfolio is thel icensing of the underlying S&P Index, certaintrademarks, service marks and trade names of S&PDow Jones Indices, and the provision of the calculationservices. S&P Dow Jones Indices is not responsible forand has not participated in the determination of theprices and amount of each Portfolio or the timing of theissuance or sale of those Portfol ios or in thedetermination or calculation of the equation by whichthose Portfolios may be converted into cash or otherredemption mechanics. S&P Dow Jones Indices has noobl igation or l iabi l i ty in connection with theadministration, marketing or trading of each Portfolio.S&P Dow Jones Indices LLC is not an investmentadvisor. Inclusion of a security within a Portfolio is not arecommendation by S&P Dow Jones Indices to buy,sell, or hold such security, nor is it investment advice.

S&P DOW JONES INDICES DOES NOTGUARANTEE THE ADEQUACY, ACCURACY,TIMELINESS AND/OR THE COMPLETENESS OFEACH PORTFOLIO, 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 INDICESMAKES NO EXPRESS OR IMPLIED WARRANTIES,AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OFMERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE OR USE OR AS TORESULTS TO BE OBTAINED BY THE SPONSOR,OWNERS OF EACH PORTFOLIO, OR ANY OTHERPERSON OR ENTITY FROM THE USE OF THOSEPORTFOLIOS, INTELLECTUAL PROPERTY,SOFTWARE, OR WITH RESPECT TO ANY DATARELATED THERETO. WITHOUT LIMITING ANY OFTHE FOREGOING, IN NO EVENT WHATSOEVERSHALL S&P DOW JONES INDICES BE LIABLE FORANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR

A-3

CONSEQUENTIAL 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.

European Dividend Sustainability Portfolio andGlobal Dividend Sustainability Portfolio. S&P® is aregistered trademark of Standard & Poor’s FinancialServices LLC and has been licensed for use by S&PDow Jones Indices LLC and sublicensed for certainpurposes by the Sponsor. S&P Europe 350 DividendAristocrats™ is a trademark of S&P Dow Jones IndicesLLC or its affiliates. The S&P Europe 350 DividendAristocrats Index (the “Index”) is a product of S&P DowJones Indices LLC, and has been licensed for use bythe Sponsor.

The European Dividend Sustainability Portfolio andGlobal Dividend Sustainabi l i ty Portfol io are notsponsored, endorsed, sold or promoted by S&P DowJones Indices LLC or its affiliates or third party licensors(together, “S&P Dow Jones Indices”). S&P Dow JonesIndices does not make any representation or warranty,express or implied, to the owners of the Portfolios orany member of the public regarding the advisability ofinvesting in securities generally or in the Portfoliosparticularly or the ability of the Index to track generalmarket performance. S&P Dow Jones Indices’ onlyrelationship to the Sponsor with respect to the Index isthe licensing of the Index and certain trademarks,service marks and/or trade names of S&P Dow JonesIndices. The Index is determined, composed andcalculated by S&P Dow Jones Indices without regard tothe Sponsor or the Portfolios. S&P Dow Jones Indiceshas no obligation to take the needs of the Sponsor orthe owners of the Portfolios into consideration indetermining, composing or calculating the Index. S&PDow Jones Indices is not responsible for and has notparticipated in the determination of the prices, andamount of the Portfolios or the timing of the issuance orsale of the Portfol ios or in the determination orcalculation of the equation by which the Portfolios are tobe selected. S&P Dow Jones Indices has no obligationor l iabil ity in connection with the administration,

marketing or trading of the Portfolios. There is noassurance that investment products based on the Indexwill accurately track index performance or providepositive investment returns. S&P Dow Jones IndicesLLC is not an investment advisor. Inclusion of a securitywithin an index is not a recommendation by S&P DowJones Indices to buy, sell, or hold such security, nor is itconsidered to be investment advice.

S&P DOW JONES INDICES DOES NOTGUARANTEE THE ADEQUACY, ACCURACY,TIMELINESS AND/OR THE COMPLETENESS OF THEINDEX OR ANY DATA RELATED THERETO OR ANYCOMMUNICATION, INCLUDING BUT NOT LIMITEDTO, ORAL OR WRITTEN COMMUNICATION(INCLUDING ELECTRONIC COMMUNICATIONS) WITHRESPECT THERETO. S&P DOW JONES INDICESSHALL NOT BE SUBJECT TO ANY DAMAGES ORLIABILITY FOR ANY ERRORS, OMISSIONS, ORDELAYS THEREIN. S&P DOW JONES INDICES MAKENO 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 THEPORTFOLIOS, OR ANY OTHER PERSON OR ENTITYFROM THE USE OF THE INDEX OR WITH RESPECTTO ANY DATA RELATED THERETO. WITHOUTLIMITING ANY OF THE FOREGOING, IN NO EVENTWHATSOEVER SHALL S&P DOW JONES INDICES BELIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,PUNITIVE, OR CONSEQUENTIAL DAMAGESINCLUDING BUT NOT LIMITED TO, LOSS OFPROFITS, TRADING LOSSES, LOST TIME ORGOODWILL, EVEN IF THEY HAVE BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES, WHETHER INCONTRACT, TORT, STRICT LIABILITY, OROTHERWISE. THERE ARE NO THIRD PARTYBENEFICIARIES OF ANY AGREEMENTS ORARRANGEMENTS BETWEEN S&P DOW JONESINDICES AND THE SPONSOR, OTHER THAN THELICENSORS OF S&P DOW JONES INDICES.

The Sponsor does not manage the Portfolios. Youshould note that the Sponsor applied the selectioncriteria to the Securities for inclusion in your Portfolio

A-4

prior 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 theSponsor 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.

RISK FACTORS

All investments involve risk. This section describesthe main r isks that can impact the value of thesecurities in your Portfolio. You should understandthese risks before you invest. If the value of thesecurities falls, the value of your Units will also fall. Wecannot guarantee that your Portfolio will achieve itsobjective or that your investment return will be positiveover any period.

Market Risk. Market risk is the risk that the value ofthe securities in your Portfolio will fluctuate. This couldcause the value of your Units to fall below your originalpurchase price. Market value fluctuates in response tovarious factors. These can include changes in interestrates, inflation, the financial condition of a security’sissuer, perceptions of the issuer, or ratings on a securityof the issuer. Even though your Portfolio is supervised,you should remember that we do not manage yourPortfolio. Your Portfolio will not sell a security solelybecause the market value falls as is possible in amanaged fund.

Dividend Payment Risk. Dividend payment risk isthe risk that an issuer of a security is unwilling or unableto pay dividends on a security. Stocks representownership interests in the issuers and are notobligations of the issuers. Common stockholders havea right to receive dividends only after the company hasprovided for payment of its creditors, bondholders andpreferred stockholders. Common stocks do not assuredividend payments. Dividends are paid only whendeclared by an issuer’s board of directors and theamount of any dividend may vary over time. If dividendsreceived by your Portfolio are insufficient to coverexpenses, redemptions or other Portfolio costs, it may

be necessary for your Portfolio to sell Securities tocover such expenses, redemptions or other costs. Anysuch sales may result in capital gains or losses to you.See “Taxation”.

Index Correlation. The Dividend SustainabilityPortfolio will consist of stocks from the S&P 500Dividend Aristocrats Index, the European DividendSustainability Portfolio will consist of stocks from theS&P Europe 350 Dividend Aristocrats Index and theGlobal Dividend Sustainability Portfolio will consist ofstocks from both the S&P 500 Dividend AristocratsIndex and the S&P Euro Dividend Aristocrats Index.Your Portfolio does not seek to replicate all of thecomponents of an index or its component weightingsand the stocks in the Portfolio will not change if theindex components, or their weightings within the index,change. The performance of your Portfolio will notcorrespond with the index for this reason and becauseyour Portfolio incurs a sales charge and expenses.

Foreign Stocks. Because the International DividendSustainabil ity Portfol io and European DividendSustainability Portfolio invest exclusively in foreignstocks, and the Global Dividend Sustainability Portfolioinvests significantly in foreign stocks, these Portfoliosmay involve addit ional r isks that differ from aninvestment in domestic stocks. These risks include therisk of losses due to future political and economicdevelopments, international trade conditions, foreignwithholding taxes and restrictions on foreign investmentsor exchange of securities, foreign currency fluctuationsor restriction on exchange or repatriation of currencies.

The political, economic and social structures ofsome foreign countries may be less stable and morevolatile than those in the U.S. Investments in thesecountries may be subject to the risks of internal andexternal conflicts, currency devaluations, foreignownership limitations and tax increases. It is possiblethat a government may take over the assets oroperations of a company or impose restrictions on theexchange or export of currency or other assets. Somecountries also may have different legal systems thatmay make it difficult for a Portfolio to vote proxies,exercise investor rights, and pursue legal remedies withrespect to its foreign investments. Diplomatic and

A-5

political developments, including rapid and adversepolitical changes, social instability, regional conflicts,terrorism and war, could affect the economies,industries, and securities and currency markets, andthe value of a Portfolio’s investments, in non-U.S.countries. No one can predict the impact that thesefactors could have on a Portfolio’s securities.

Certain stocks may be held in the form of AmericanDepositary Receipts (“ADRs”), Global DepositaryReceipts (“GDRs”), or other similar receipts. ADRs andGDRs represent receipts for foreign common stockdeposited with a custodian (which may include theTrustee). The ADRs in your Portfolio, if any, trade in theU.S. in U.S. dollars and are registered with the SEC.GDRs are receipts, issued by foreign banks or trustcompanies, or foreign branches of U.S. banks, thatrepresent an interest in shares of either a foreign or U.S.corporation. These instruments may not necessarily bedenominated in the same currency as the securities intowhich they may be converted. ADRs and GDRsgenerally involve the same types of risks as foreigncommon stock held directly. Some ADRs and GDRsmay experience less liquidity than the underlyingcommon stocks traded in their home market. ThePortfolios may invest in sponsored or unsponsoredADRs. Unlike a sponsored ADR where the depositaryhas an exclusive relationship with the foreign issuer, anunsponsored ADR may be created by a depositaryinstitution independently and without the cooperation ofthe foreign issuer. Consequently, information concerningthe foreign issuer may be less current or reliable for anunsponsored ADR and the price of an unsponsoredADR may be more volatile than if it was a sponsoredADR. Depositaries of unsponsored ADRs are notrequired to distribute shareholder communicationsreceived from the foreign issuer or to pass throughvoting rights to its holders. The holders of unsponsoredADRs generally bear all the costs associated withestablishing the unsponsored ADR, whereas the foreignissuers typically bear certain costs in a sponsored ADR.

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 the

value received on a sale of securities. Custody ofcertain of the securities in your Portfolio may bemaintained by a global custody and clearing institutionwhich has entered into a sub-custodian relationshipwith the Trustee. In addit ion, round lot tradingrequirements exist in certain foreign securities markets.These round lot trading requirements could cause theproportional composition and diversification of yourPortfol io’s securit ies to vary when the Portfol iopurchases additional securities or sells securities tosatisfy expenses or Unit redemptions. This could have amaterial impact on investment performance andportfolio composition. Brokerage commissions andother fees generally are higher for foreign securities.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 (holding of the Portfolios’ assets) also mayinvolve delays in payment, delivery or recovery ofmoney 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 (harderto sell) and more volatile than many U.S. securities.This means the Portfolios may at times be unable tosel l foreign secur i t ies in a t imely manner or atfavorable prices.

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. To determinethe value of foreign securities or their dividends, theTrustee will estimate current exchange rates for therelevant currencies based on activity in the variouscurrency exchange markets. However, these marketscan be quite volatile depending on the activity of thelarge international commercial banks, various central

A-6

banks, large multi-national corporations, speculatorsand other buyers and sellers of foreign currencies.Since actual foreign currency transactions may not beinstantly reported, the exchange rates estimated by theTrustee may not reflect the amount your Portfolio wouldreceive in U.S. dollars, had the Trustee sold anyparticular currency in the market. The value of theSecurities in terms of U.S. dollars, and therefore thevalue of your Units, will decline if the U.S. dollardecreases in value relative to the value of the currenciesin which the Securities trade.

European Issuers. The International SustainabilityPortfolio, the European Sustainability Portfolio and theGlobal Dividend Sustainabi l i ty Portfol io investsignif icantly in securit ies issued by Europeancompanies. Investments in a single region, even thoughrepresenting a number of different countries within theregion, may be affected by common economic forcesand other factors. A significant number of countries inEurope are member states in the (“EU”), and themember states no longer control their own monetarypolicies by directing independent interest rates for theircurrencies. In these member states, the authority todirect monetary policies including money supply andofficial interest rates for the Euro is exercised by theEuropean Central Bank. The European sovereign debtcrisis and the related austerity measures in certaincountries have had, and continue to have, a significantimpact on the economies of certain European countriesand their future economic outlooks. Further, political oreconomic disruptions in European countries, even incountries in which your Portfolio is not invested, mayadversely affect security values and thus the Portfolio’sholdings. The risks associated with investing inEuropean securities may be heightened because ofrisks due to the inexperience of financial intermediaries,the lack of modern technology, the lack of a sufficientcapital base to expand business operations and thepossibility of permanent or temporary termination oftrading and greater spreads between bid and askedprices for securities in those markets.

As discussed under the “United Kingdom”subsection below, there is particular uncertaintyregarding the state of the EU following the United

Kingdom’s (“U.K.”) initiation on March 27, 2017 of theprocess to exit from the EU (“Brexit”). As of January 31,2020 the U.K. has officially exiled the E.U., thoughnegotiations are still ongoing. Brexit marks the first timethat a significant member of the EU will have left andthere is no detai led mechanism in the treatiesestablishing the EU for a member to exit. The preciseeconomic impact wi l l depend on many factors,including the future trade arrangement between theU.K. and the rest of the EU.

United Kingdom. The Internat ional Div idendSustainabi l i ty Portfol io and European DividendSustainability Portfolio invest significantly in securitiesissued by companies located in the U.K. As a result,your Portfolio may be affected unfavorably by politicaldevelopments, social instabi l i ty, changes ingovernment policies and other political and economicdevelopments in the U.K. Following a 2016 publicreferendum in which the British public voted in favor ofBrexit, the nation’s Prime Minister officially set the exitprocess in motion on March 27, 2017. As of January31, 2020 the U.K. has officially exiled the E.U., thoughnegotiations are still ongoing.

The U.K. and the EU are currently in negotiations toreach a trade agreement and the U.K. will, in manycases, need to negotiate new free trade agreementswith countries outside the EU. There is currently noclarity on the trading arrangements which will apply inrespect of the U.K. after Brexit, and one of the biggestconcerns is that the U.K. will leave the EU with no tradeagreement in place. If the U.K. leaves the EU without atrade agreement in place, Britain’s position as a globalfinancial center could be compromised. As a result, itcould lead to such far reaching consequences in theU.K. as the blocking of ports, the grounding airlines andlimiting or eliminating the ability of the U.K. to importfood and drugs, job loss, negative effects on thehousing market, and losing the ability to bid on publiccontracts with the EU. As a result, some within the U.K.are calling for a new referendum to revoke the Brexitvote and remain in the EU.

Since the Brexit vote, there has been heighteneduncertainty, diminished confidence and lower spendingand investment which resulted in weaker growth. The

A-7

precise impact of the Brexit decision on the U.K. willonly become clearer as the negotiations surroundingBrexit progress. Of course, the Sponsor cannot predictthe length of the time or processes involved in theU.K.’s exit from the EU.

On October 27, 2017, S&P reaffirmed its downgradeof the U.K.’s AAA rating to AA. S&P previously statedthat Brexit wil l hurt growth as it wil l lead to lesspredictable, stable, and effective policy framework in theU.K. and put the U.K. at greater risk as it facessubstantial challenges to successfully negotiating its exit.

Canada. The International Dividend SustainabilityPortfolio invests significantly in stocks issued bycompanies headquartered, or with a signif icantpresence, in Canada. Canada is a major producer ofcommodities, including forest products, metals,agricultural products and energy related products,including oil, gas, and hydroelectricity. Accordingly,changes in the supply and demand of base commodityresources and industrial and precious metals andmaterials, both domestically and internationally, can havea significant effect on Canadian market performance.

France. The European Dividend Sustainabil ityPortfolio invests significantly in stocks issued bycompanies located in France. Despite some recentreform and privatization, the French governmentcontinues to control a large portion of French economicactivity. The government owns shares in corporations ina range of sectors including banking, energy productionand distribution, automotive, transportation andtelecommunications. Therefore, government instabilitycan have a negative effect on the French economy. Inparticular, heavy regulation of labor and productmarkets is pervasive and can stifle French economicgrowth or cause prolonged periods of recession.

The French economy is susceptible to risks relatingto its membership in the EU. The French economy,along with certain other EU economies, experienced asignif icant economic slowdown during the 2008financial cr isis. The French economy has alsoexperienced volatil ity and adverse trends due toconcerns about a prolonged economic downturn andrising government debt levels amidst the EU sovereign

debt crisis. Interest rates on France's debt may rise tolevels that make it difficult for it to service high debtlevels without significant financial help from, amongothers, the European Central Bank, and couldpotentially lead to default.

The French economy is dependent to a significantextent on the economies of certain key trading partners,including Germany and other Western Europeancountries. Reduction in spending on French productsand services, or changes in any of those economiesmay have an adverse impact on the French economy.The French economy is dependent on agriculturalexports, and as a result, is susceptible to fluctuations indemand for agricultural products. France may also besubject to acts of terrorism, which can negatively affectits economy and in particular its tourism industry.

Switzerland. The International Dividend SustainabilityPortfolio invests significantly in stocks issued bycompanies located in Switzerland. Although Switzerlandis not a member of the EU, the Swiss economy isdependent on the economies of other European nationsas key trading partners. Any reduction in spending byother European countries could have a negative effecton the Swiss economy. The European sovereign-debtcrisis has resulted in a weakened Euro and has put intoquestion the future f inancial prospects of thesurrounding region. The ongoing implementation of theEU provisions and Euro conversion process maymaterially impact revenues, expenses or income andincrease competition for other European companies,which could have an effect on the Swiss economy.Since Switzerland has few natural resources, anyfluctuation or shortage in the commodity markets couldhave a negative impact on the nation’s economy.

Industry Risks. The Portfolios invest significantly incertain industries. Any negative impact on theseindustries will have a greater impact on the value ofUnits than on a portfolio diversified over severalindustries. You should understand the risks of theseindustries before you invest.

The relative weighting or composition of yourPortfolio may change during the life of your Portfolio.Following the Initial Date of Deposit, the Sponsor

A-8

intends to issue additional Units by depositing in yourPortfolio additional securities in a manner consistentwith the provisions described in the above sectionentitled “The Portfolios”. As described in that section, itmay not be possible to retain or continue to purchaseone or more Securities in your Portfolio. In addition, dueto certain limited circumstances described under“Portfolio Administration”, the composition of theSecurities in your Portfolio may change. Accordingly,the fluctuations in the relative weighting or compositionof your Portfolio may result in concentrations (25% ormore of a Portfolio’s assets) in securities of a particulartype, industry and/or geographic region described inthis section.

Consumer Discretionary and Consumer StaplesIssuers. Each 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.

Health Care Issuers. The International DividendSustainability Portfolio and the European DividendSustainability Portfolio invest significantly in health

care companies. These issuers include companiesinvolved in advanced medical dev ices andinstruments, drugs and biotechnology, managed care,hospital management/health services and medicalsuppl ies. These companies face substant ia lgovernment regulation and approval procedures.General r isks of health care companies includeextensive competition, product liability litigation andevolving government regulation.

Drug and medical products companies face the riskof increasing competition from new products or services,generic drug sales, product obsolescence, increasedgovernment regulation, termination of patent protectionfor drug or medical supply products and the risk that aproduct will never come to market. The research anddevelopment costs of bringing a new drug or medicalproduct to market are substantial. This process involveslengthy government review with no guarantee ofapproval. These companies may have losses and maynot offer proposed products for several years, if at all.The failure to gain approval for a new drug or productcan have a substantial negative effect on a companyand its stock. The goods and services of health careissuers are also subject to risks of malpractice claims,product liability claims or other litigation, which may beespecially costly and slow with foreign health careissuers. Special problems may arise in attempting toenforce claims against foreign governments.

Health care facility operators face risks related todemand for services, the ability of the facility to providerequired services, an increased emphasis on outpatientservices, confidence in the facil ity, managementcapabilities, competitive forces that may result in pricediscounting, efforts by insurers and governmentagencies to limit rates, expenses, the cost and possibleunavailability of malpractice insurance, and terminationor restriction of government financial assistance (suchas Medicare, Medicaid or similar programs).

Investing in foreign health care companies posesadditional risks due to political, social and economicdevelopments or instability abroad; global healthpandemics; the threat of terror ist attacks; thedifferences between regulations in the U.S. andregulations abroad; the seizure by the government of

A-9

company assets; excessive taxation; withholding taxeson dividends and interest; di fferent accountingstandards; and limitations on the use or transfer ofportfolio assets. Compliance with the Foreign CorruptPractices Act is also of concern, part icularly indeveloping countries where there tends to be a higherrisk of corruption in the life sciences sector. Further,some foreign issuers may not be subject to thereporting requirements of the Securities Exchange Actof 1934, and less information about them may bepublicly available than is available for a domesticissuer. Stock markets may also be open on differentdays or at different times in foreign markets and bemore volat i le abroad than in the U.S. Foreigninvestments may operate in a currency other than theU.S. dollar. Certain currencies may be especiallyunstable and foreign governments may intervene inthe market. Such fluctuations in currency exchangerates relative to the U.S. dollar may affect the value ofa company and its stock.

Many European countries are member states in theEuropean Union, and the authority to direct monetarypolicies, such as money supply or interest rates for theEuro, belongs to the European Central Bank, rather thanthe individual member states. Additionally, the debt crisisin Europe and the related austerity measures in certaincountries have also had a significant negative impact onthe economies of certain European countries and maycontinue to affect their future economic outlooks.

In the United Kingdom, Parliament in 2012 enactedthe Health and Social Care Act (“Act”), whichreorganized the health care system. Signif icantprovisions of the Act include the creation of new healthboards to oversee services and allocate resources,among other things. The Act continues to have animpact as it effectuates further reform within the UnitedKingdom. For example, in England in 2013, primarycare trusts were eliminated and replaced by ClinicalCommission Groups, which are statutory bodiesresponsible for planning and commission local healthcare services.

Elsewhere in Europe, country-specific regulations andreforms also continue to have a significant impact on thehealth care sector. In France, a regulation that introduced

formal medioeconomic assessments into the approvaland pricing decisions of drugs impacted biopharmacompanies. In Germany, a new “treatment contract” wasinstituted to govern patient-provider relationships. TheSponsor is unable to predict the full impact of thesereforms on the Securities in your Portfolio.

Industrials Issuers. The Dividend SustainabilityPortfolio, the Global Dividend Sustainability Portfolio,and the European Dividend Sustainability Portfolioinvest significantly in industrials companies. Generalrisks of industrials companies include the general stateof the economy, intense competition, imposition ofimport controls, volatility in commodity prices, currencyexchange rate fluctuation, consolidation, labor relations,domestic and international politics, excess capacity andconsumer spending trends. Companies in theindustrials sector may be adversely affected by liabilityfor environmental damage and product liability claims.Capital goods companies may also be significantlyaffected by overall capital spending and leverage levels,economic cycles, technical obsolescence, delays inmodernization, limitations on supply of key materials,depletion of resources, government regulations,government contracts 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 maybe 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 andnonresidential construction including weakening demandfor new 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.

A-10

Information Technology Issuers. The InternationalDividend Sustainability Portfolio invests significantly in theinformation technology sector. These companies includecompanies that are involved in computer and businessservices, enterprise software/technical software, Internetand computer software, Internet-related services,networking and telecommunications equipment,telecommunications services, electronics products,server hardware, computer hardware and peripherals,semiconductor capital equipment and semiconductors.These companies face risks related to rapidly changingtechnology, rapid product obsolescence, cyclical marketpatterns, evolving industry standards and frequent newproduct introductions.

Companies in this sector face risks from rapidchanges in technology, competition, dependence oncertain suppliers and supplies, rapid obsolescence ofproducts or services, patent termination, frequent newproducts and government regulat ion. Thesecompanies can also be adversely affected byinterruption or reduction in supply of components orloss of key customers and failure to comply withcertain industry standards.

An unexpected change in technology can have asignificant negative impact on a company. The failure ofa company to introduce new products or technologiesor keep pace with rapidly changing technology can havea negative impact on the company's results. Informationtechnology companies may also be smaller and/or lessexperienced companies with limited product lines,markets or resources. Stocks of some Internetcompanies have high price-to-earnings ratios with littleor no earnings histories. Information technology stockstend to experience substantial price volatility andspeculative trading. Announcements about newproducts, technologies, operating results or marketingall iances can cause stock prices to f luctuatedramatically. At times, however, extreme price andvolume fluctuations are unrelated to the operatingperformance of a company. This can impact your abilityto redeem your Units at a price equal to or greater thanwhat you paid.

Legislation/Litigation. From time to time, variouslegislative initiatives are proposed in the United States

and abroad which may have a negative impact oncertain of the companies represented in your Portfolio,or on the tax treatment of your Portfolio or of yourinvestment in a Portfolio. In addition, litigation regardingany of the issuers of the Securities or of the industriesrepresented by these issuers may negatively impact theshare prices of these Securities. No one can predictwhat impact any pending or threatened litigation willhave on the share prices of the Securities.

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.

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 buy

A-11

Units. 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 anddevelopment 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 salescharge 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 Sponsor offersways for you to reduce the sales charge that you pay. It isyour financial professional’s responsibility to alert theSponsor of any discount when you purchase Units.Before you purchase Units you must also inform yourfinancial professional of your qualification for any discountto be eligible for a reduced sales charge. Since thedeferred sales charges and creation and developmentfee are fixed dollar amounts per Unit, your Portfolio must

A-12

charge these amounts per Unit regardless of anydiscounts. However, if you are eligible to receive adiscount such that your total sales charge is less than thefixed dollar amounts of the deferred sales charges andcreation and development fee, you will receive a creditequal to the difference between your total sales chargeand these fixed dollar charges at the time 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 of aPortfolio 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 willbe 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 a 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 Portfolios. 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 EvaluationTime 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.

A-13

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 pricingservice used by the Trustee. In these cases, a Portfolio’snet asset value will reflect certain portfolio securities’ fairvalue rather than their market price. With respect tosecurities that are primarily listed on foreign exchanges,the value of the portfolio securities may change on dayswhen you will not be able to purchase or sell Units. Thevalue of any foreign securit ies is based on theapplicable currency exchange rate as of the EvaluationTime. The Sponsor will provide price dissemination andoversight services to the Portfolios.

During the initial offering period, part of the PublicOffering Price represents an amount that will pay thecosts incurred in establishing your Portfolio. Thesecosts 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 certain cases be eligible for an additional

concession based upon their annual eligible sales of allInvesco fixed income and equity unit investment trusts.Eligible sales include all units of any Invesco unitinvestment trust underwritten or purchased directly fromInvesco during a trust’s initial offering period. Forpurposes of this concession, trusts designated as either“Invesco Unit Trusts, Taxable Income Series” or“Invesco Unit Trusts, Municipal Series” are fixed incometrusts, and trusts designated as “Invesco Unit TrustsSeries” are equity trusts. In addition to the regularconcessions or agency commissions described abovein “Unit Sales Concessions” all broker-dealers and othersell ing firms wil l be eligible to receive additionalcompensation based on total initial offering period salesof all eligible Invesco unit investment trusts during theprevious consecutive 12-month period through the endof the most recent month. The Volume Concession, asapplicable to equity and fixed income trust units, is setforth in the following table:

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

$25 but less than $100 0.035% 0.035%$100 but less than $150 0.050 0.050$150 but less than $250 0.075 0.075$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 place

A-14

orders through clearing firms that are eligible dealers.We reserve the right to change the amount of theconcessions or agency commissions from time to time.For a trust to be el igible for this addit ionalcompensation, the trust’s prospectus must includedisclosure related to this 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 theconcession 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 the Portfolios 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 Portfolios 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,” any salescharge discount provided to investors will be borne by

the selling dealer or agent. In addition, the Sponsor willrealize a profit or loss as a result of the differencebetween the price paid for the Securities by theSponsor and the cost of the Securities to your Portfolioon the Initial Date of Deposit as well as on subsequentdeposits. See “Notes to Portfolios”. The Sponsor hasnot participated as sole underwriter or as manager oras a member of the underwriting syndicates or as anagent in a private placement for any of the Securities.The Sponsor may realize profit or loss as a result of thepossible fluctuations in the market value of Units heldby the Sponsor 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 theapplicable 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”).

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 the

A-15

secondary market. Units sold prior to the time the entiredeferred sales charge has been collected will beassessed 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 aPortfolio 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 a 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 on

this and other sales charge discounts. That sectiongoverns the calculation of all sales charge discounts.The Sponsor reserves the right to l imit or denypurchases of Units in Fee Accounts by investors orsel l ing f irms whose frequent trading activity isdetermined to be detrimental to a Portfolio. To purchaseUnits in these Fee Accounts, your financial professionalmust purchase Units designated with one of the FeeBased CUSIP numbers set forth under “EssentialInformation,” 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, net ofexpenses, and any net proceeds from the sale ofSecurities received by a Portfolio will generally bedistributed to Unitholders on each Distribution Date toUnitholders of record on the preceding Record Date.These dates appear under “Essential Information”.Distributions made by the securities in your Portfolioinclude ordinary income, but may also include sourcesother than ordinary income such as returns of capital,loan proceeds, short-term capital gains and long-termcapital gains (see “Taxation--Distributions”). In addition,the Portfolios will generally make required distributionsat the end of each year because each is structured as a“regulated investment company” for federal taxpurposes. Unitholders wi l l also 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 a 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 pay

A-16

deferred sales charges, fees or expenses, will bedistributed to Unitholders. Proceeds received from thedisposition 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.

Historical and Estimated Distributions. TheHistorical 12 Month Distr ibutions per Unit, andEstimated Initial Distribution per Unit (if any), may beshown under “Essential Information.” These figures arebased upon the weighted average of the actualdistributions paid by the securities included in yourPortfolio over the 12 months preceding the Initial Dateof Deposit and are reduced to account for the effects offees and expenses which wil l be incurred wheninvesting in your Portfolio. While both figures arecalculated using a Public Offering Price of $10 per Unit,any presented Estimated Initial Distribution per Unit willreflect an estimate of the per Unit distributions you mayreceive on the first Distribution Date based upon eachissuer’s preceding 12 month distributions. Dividendpayments are not assured and therefore the amount offuture dividend income to your Portfolio is uncertain.The actual net annual distributions may decrease overtime because a portion of the securities included in yourPortfolio will be sold to pay for the organization costs,deferred sales charge and creation and developmentfee. Securities may also be sold to pay regular fees andexpenses during your Portfolio’s life. The actual netannual income distributions you receive will vary fromthe Historical 12 Month Distributions amount due tochanges in dividends and distribution amounts paid byissuers, currency fluctuations, the sale of securities topay any deferred sales charge, Portfolio fees andexpenses, and with changes in your Portfolio such asthe acquisition, call, maturity or sale of securities. Dueto these and various other factors, actual incomereceived by your Portfolio will most likely differ from themost recent dividends or scheduled income payments.

Reinvestment Option. Unitholders may havedistributions automatically reinvested in additional Units

without 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 isnot 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 shallhave the r ight to suspend or terminate thereinvestment plan at any time. The reinvestment plan issubject to availability or limitation by each broker-dealeror sel l ing f i rm. Broker-dealers may suspend orterminate the offering of a reinvestment plan at anytime. Please contact your financial professional foradditional information.

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 a

A-17

request for redemption to your bank or broker-dealerthrough which you hold your Units. No later than twobusiness days (or any shorter period as may berequired by the applicable rules under the 1934 Act)following satisfactory tender, the Unitholder will beentitled to receive in cash an amount for each Unitequal to the Redemption Price per Unit next computedon the date of tender. The “date of tender” is deemed tobe the date on which Units are received by the Trustee,except that with respect to Units received by theTrustee after the Evaluation Time or on a day which isnot a business day, the date of tender is deemed to bethe next business day. Redemption requests receivedby the Trustee after the Evaluation T ime, andredemption requests received by authorized financialprofessionals after the Evaluation Time or redemptionrequests received by such persons that are nottransmitted to the Trustee until after the time designatedby the Trustee, are priced based on the date of the nextdetermined redemption price provided they are receivedtimely by the Trustee on such date. It is theresponsibility of authorized financial professionals totransmit redemption requests received by them to theTrustee so they will be received in a timely manner.Certain broker-dealers or selling firms may charge anorder handling fee for processing redemption requests.Units redeemed directly through the Trustee are notsubject to such fees.

Unitholders tendering 1,000 or more Units of theDividend Sustainabil ity Portfol io or InternationalDividend Sustainability Portfolio (or such higher amountas may be required by your broker-dealer or sellingagent) for redemption may request an in kinddistribution of Securities equal to the Redemption Priceper Unit on the date of tender. The European DividendSustainabi l i ty Portfol io and Global Div idendSustainability Portfolio will generally not offer in kinddistributions. Unitholders may not request an in kinddistribution during the initial offering period or within 30calendar days of a Portfolio’s termination. Your 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 form

to 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 a Portfolio, the Trustee may makean in kind distribution to such Unitholder provided thatno one with a pecuniary incentive to influence the inkind distr ibution may inf luence selection 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. Unitholders will incur transactioncosts in liquidating securities received in an in-kinddistribution, and any such securities received will besubject to market risk until sold. In the event that anysecurities received in-kind are illiquid, Unitholders willbear the risk of not being able to sell such securities inthe near term, or at all.

The Trustee may sell Securities to satisfy Unitredemptions. To the extent that Securit ies areredeemed in kind or sold, the size of a Portfolio will be,and the diversity of a Portfolio may be, reduced. Salesmay be required at a time when Securities would nototherwise be sold and may result in lower prices thanmight otherwise be realized. 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 your 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 representing

A-18

taxes 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 are not reduced bythe 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.

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

Rollover. We may offer a subsequent series of eachPortfolio for a Rollover when the Portfolios terminate.

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 strategies or objectives asthe current Portfolios. We cannot guarantee that aRol lover wi l l avoid any negative market priceconsequences resulting from trading large volumes ofsecurit ies. Market price trends may make itadvantageous to sell or buy securities more quickly ormore slowly than permitted by the Portfolio procedures.We may, in our sole discretion, modify a Rollover or stopcreating units of a trust at any time regardless ofwhether al l proceeds of Unitholders have beenreinvested in a Rollover. If we decide not to offer asubsequent series, Unitholders will be notified prior tothe Mandatory Termination Date. Cash which has notbeen reinvested in a Rollover will be distributed toUnitholders shortly after the Mandatory TerminationDate. Rol lover part icipants may receive taxabledividends or realize taxable capital gains which arereinvested in connection with a Rollover but may not beentitled 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”.

Units. Ownership of Units is evidenced in book-entry form only and wi l l not be evidenced bycertificates. Units purchased or held through yourbank or broker-dealer will be recorded in book-entryform and credited to the account of your bank orbroker-dealer at DTC. Units are transferable bycontacting your bank or broker-dealer through which

A-19

you hold your Units. Transfer, and the requirementstherefore, wi l l be governed by the appl icableprocedures of DTC and your agreement with the DTCparticipant in whose name your Units are registered onthe transfer records of DTC.

Reports Provided. Unitholders will receive astatement of dividends and other amounts received bya 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. Your 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 your 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 hasdeclined to such an extent or other credit factors existso that in the opinion of the Supervisor retention of theSecurity would be detrimental to your Portfolio. If apublic tender offer has been made for a Security or amerger or acquisition has been announced affecting aSecurity, the Trustee may either sell the Security oraccept an offer if the Supervisor determines that thesale or exchange is in the best interest of Unitholders.The Trustee will distribute any cash proceeds toUnitholders. In addition, the Trustee may sell Securitiesto redeem Units or pay Portfolio expenses or deferredsales charges. If securities or property are acquired by aPortfolio, the Sponsor may direct the Trustee to sell thesecurities or property and distribute the proceeds toUnitholders or to accept the securities or property for

deposit in your Portfolio. Should any contract for thepurchase of any of the Securities fail, the Sponsor will(unless substantially all of the moneys held in a Portfolioto cover the purchase are reinvested in substituteSecurities in accordance with the Trust Agreement)refund the cash and sales charge attributable to thefailed contract to all Unitholders on or before the nextDistribution Date.

The Sponsor may direct the reinvestment of proceedsof the sale of Securities if the sale is the direct result ofserious adverse credit factors which, in the opinion of theSponsor, would make retention of the Securitiesdetrimental to your Portfolio. In such a case, theSponsor may, but is not obligated to, direct thereinvestment of sale proceeds in any other securities thatmeet the criteria for inclusion in your Portfolio on theInitial Date of Deposit. The Sponsor may also instruct theTrustee to take action necessary to ensure that yourPortfolio continues to satisfy the qualifications of aregulated investment company and to avoid impositionof tax on undistributed income of the Portfolio.

When your Portfolio sells Securities, the compositionand diversity of the Securities in the Portfolio may bealtered. In order to obtain the best price for a Portfolio, itmay be necessary for the Supervisor to specifyminimum amounts (generally 100 shares) in whichblocks of Securit ies are to be sold. In effectingpurchases and sales of Portfolio securities, the Sponsormay direct that orders be placed with and brokeragecommissions be paid to brokers, including brokerswhich may be affiliated with your Portfolio, the Sponsoror dealers participating in the offering of Units.

Pursuant to an exemptive order, your Portfolio maybe permitted to sell Securities to a new trust when itterminates if those Securities are included in the newtrust. The exemption may enable your 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 to

A-20

correct 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. Your Portfolio will terminate on theMandatory Termination Date specified under “EssentialInformation” or upon the sale or other disposition of thelast Security held in the Portfolio. A 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”). A Portfolio will be liquidated by the Trustee inthe event that a sufficient number of Units of thePortfolio not yet sold are tendered for redemption bythe Sponsor, so that the net worth of the Portfoliowould be reduced to less than 40% of the value of theSecurities at the time they were deposited in thePortfolio. If your Portfolio is liquidated because of theredemption of unsold Units by the Sponsor, theSponsor will refund to each purchaser of Units theentire sales charge paid by such purchaser. TheTrustee may begin to sell Securities in connection witha Portfolio termination nine business days before, andno later than, the Mandatory Termination Date.Qualified Unitholders may elect an in kind distribution ofSecurities, provided that Unitholders may not requestan in kind distribution of Securities within 30 calendardays of a Portfolio’s termination. Any in kind distributionof Securities will be made in the manner and subject tothe restrictions described under “Rights of Unitholders--Redemption of Units”, provided that, in connectionwith an in kind distribution election more than 30calendar days pr ior to terminat ion, Unitholderstendering 1,000 or more Units of a Portfolio (or suchhigher amount as may be required by your broker-dealer or sel l ing agent) may request an in kinddistribution of Securities equal to the Redemption Price

per Unit on the date of tender. Unitholders will receive afinal cash distribution within a reasonable time after theMandatory Termination Date. All distributions will be netof Portfolio expenses and costs. Unitholders willreceive a f inal distr ibut ion statement fol lowingtermination. The Information Supplement containsfurther information regarding termination of yourPortfolio. 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 notliable 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 a 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,

A-21

Texas 77046-1173. As of December 31, 2019, the totalstockholders’ equity of Invesco Capital Markets, Inc. was$90,478,021.07 (unaudited). The current assets undermanagement and supervision by Invesco Ltd. and itsaffiliates were valued at approximately $1,226.2 billion asof December 31, 2019.

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 takenover by public authorities, then the Trustee may (i) appointa successor Sponsor at rates of compensation deemedby the Trustee to be reasonable and not exceedingamounts prescribed by the SEC, (ii) terminate the TrustAgreement and liquidate your Portfolio as providedtherein or (i i i ) continue to act as Trustee withoutterminating 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 at 2Hanson Place, 12th Floor, Brooklyn, New York 11217,(800) 856-8487. If you have questions regarding youraccount or your Portfolio, please contact the Trustee atits principal unit investment trust division offices or yourfinancial adviser. The Sponsor does not have access toindividual account information. The Bank of New YorkMellon is subject to supervision and examination by theSuperintendent of Banks of the State of New York andthe Board of Governors of the Federal Reserve System,and its deposits are insured by the Federal DepositInsurance Corporation to the extent permitted by law.Additional information regarding the Trustee is set forthin the Information Supplement, including the Trustee’squalifications and duties, its ability to resign, the effectof a merger involving the Trustee and the Sponsor’s

abi 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 thePortfolios. 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 Portfolios.

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 income

A-22

distributions 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 a 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 fortax 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 distribution. Accordingly, a distributionpaid shortly after a purchase of Units by a Unitholderwould represent, in substance, a partial return of capital,however, it would be subject to income 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 generally

equal 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 gainsrealized 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 aPortfolio (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 a 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 a Portfolio isequal to 95% (or a greater percentage) of the Portfolio's

A-23

gross 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, andsubject 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 calendar

year, 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 fora 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. Taxpayers

A-24

general 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 yourPortfolio 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 a 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 a Portfolio due to certain limitationsthat may apply. The Portfolios reserve the right not topass-through to its Unitholders the amount of foreignincome taxes paid by a Portfolio.

Backup Withholding. By law, your Portfolio mustwithhold as backup withholding a percentage (currently

24%) 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 costsare 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 Consumer PriceIndex for All Urban Consumers or, if this category is notpublished, 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 the

A-25

Portfolio’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 bearingto 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 following additionalcharges are or may be incurred by your Portfolio:(a) normal expenses (including the cost of mailingreports to Unitholders) incurred in connection with theoperation of the Portfolio, (b) fees of the Trustee forextraordinary services, (c) expenses of the Trustee(including legal and auditing expenses) and of counseldesignated by the Sponsor, (d) various governmentalcharges, (e) expenses and costs of any action taken bythe Trustee to protect the Portfolio and the rights andinterests of Unitholders, (f) indemnification of the Trustee

for any loss, l iabil ity or expenses incurred in theadministration of the Portfolio without negligence, badfaith or willful misconduct on its part, (g) foreigncustodial and transaction fees (which may includecompensation paid to the Trustee or its subsidiaries oraffiliates), (h) costs associated with liquidating thesecurities held in the Portfolio, (i) any offering costsincurred after the end of the initial offering period and(j) expenditures incurred in contacting Unitholders upontermination of the Portfolio. Your Portfolio may pay theexpenses of updating its registration statement eachyear. The Dividend Sustainability Portfolio and theGlobal Dividend Sustainability Portfolio will each pay alicense fee to S&P Opco, LLC for the use of certaintrademarks and other property. The European DividendSustainabi l i ty Portfol io and the Global DividendSustainability Portfolio will each pay a license fee toStandard & Poor’s Financial Services LLC, for the use ofcertain trademarks and other property.

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 statements of condition and the relatedportfolios included in this prospectus have beenaudited by Grant Thornton LLP, independentregistered public accounting firm, as set forth in theirreport in this prospectus, and are included herein inreliance upon the authority of said firm as experts inaccounting and auditing.

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 of1933 and the Investment Company Act of 1940 (fileno. 811-02754). The Information Supplement, whichhas been filed with the SEC and is incorporated hereinby reference, includes more detailed informationconcerning the Securit ies, investment risks and

A-26

general information about your Portfolio. Reports andother information about your Portfolio are available onthe EDGAR 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 fo l lowing e-mai l address:[email protected] or by writing the SEC’s PublicReference Section, Washington, DC 20549-0102.

THIS PAGE INTENTIONALLY LEFT BLANK.

TABLE OF CONTENTS

Title Page

Dividend Sustainability Portfolio ......................... 2International Dividend Sustainability Portfolio...... 6European Dividend Sustainability Portfolio.......... 10Global Dividend Sustainability Portfolio............... 14Notes to Portfolios ............................................. 20Report of Independent Registered

Public Accounting Firm .................................. 21Statements of Condition ................................... 22The Portfolios .................................................... A-1Objectives and Securities Selection ................... A-2Risk Factors ...................................................... A-4Public Offering ................................................... A-10Retirement Accounts ......................................... A-15Fee Accounts .................................................... A-15Rights of Unitholders ......................................... A-15Portfolio Administration...................................... A-19Taxation ............................................................. A-21Portfolio Operating Expenses............................. A-24Other Matters .................................................... A-25Additional Information ........................................ A-25

______________When Units of the Portfolios 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 with respectto future Portfolio series and may be changed. No person maysell Units of future Portfolios until a registration statement isfiled with the Securities and Exchange Commission and iseffective. This prospectus is not an offer to sell Units and is notsoliciting an offer to buy Units in any state where the offer orsale is not permitted.

U-EMSPRO2031

PROSPECTUS

February 5, 2020


International Dividend SustainabilityPortfolio 2020-1



Please retain this prospectus for future reference.

INVESCO

Supplement Dated: April 3, 2020 U-EMSSPT2031 · 47 Procter & Gamble Company 125.660 5,906.02 79...

Documents

Transcript of Supplement Dated: April 3, 2020 U-EMSSPT2031 · 47 Procter & Gamble Company 125.660 5,906.02 79...