INVESCO UNIT TRUSTS, SERIES 1801 The Dow Jones Total Market Portfolio, Enhanced Index Strategy 2017-4 INVESCO UNIT TRUSTS, SERIES 1802 American Innovation Leaders Portfolio 2017-3 INVESCO UNIT TRUSTS, SERIES 1809 ESG Opportunity Portfolio 2017-4 Supplement to the Prospectuses As a result of a previously announced spin-off, on December 4, 2017, holders of Delphi Automotive plc (“Delphi Automotive”) common stock received 1 share of Delphi Technologies plc (“DLPH”) common stock for every 3 shares of Delphi Automotive common stock. Fractional shares were not issued and cash was distributed in lieu of any such fractional amounts. Following the spin-off, Delphi Automotive was renamed as Aptiv plc and its ticker symbol changed to “APTV”. Notwithstanding anything to the contrary in the prospectuses, your Portfolio now holds, and will continue to purchase, shares of DLPH and APTV. Supplement Dated: December 4, 2017 U-EMSSPT1801-1802-1809
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INVESCO UNIT TRUSTS, SERIES 1801
The Dow Jones Total Market Portfolio, Enhanced Index Strategy 2017-4
INVESCO UNIT TRUSTS, SERIES 1802
American Innovation Leaders Portfolio 2017-3
INVESCO UNIT TRUSTS, SERIES 1809
ESG Opportunity Portfolio 2017-4
Supplement to the Prospectuses
As a result of a previously announced spin-off, on December 4, 2017, holders of Delphi Automotive plc (“DelphiAutomotive”) common stock received 1 share of Delphi Technologies plc (“DLPH”) common stock for every 3 sharesof Delphi Automotive common stock. Fractional shares were not issued and cash was distributed in lieu of any suchfractional amounts.
Following the spin-off, Delphi Automotive was renamed as Aptiv plc and its ticker symbol changed to “APTV”.
Notwithstanding anything to the contrary in the prospectuses, your Portfolio now holds, and will continue to purchase,shares of DLPH and APTV.
Supplement Dated: December 4, 2017 U-EMSSPT1801-1802-1809
ESG Opportunity Portfolio 2017-4
The unit investment trust named above (the “Portfolio”) is included in Invesco Unit Trusts, Series 1809. ThePortfolio seeks to provide the potential for capital appreciation and current income by investing in a portfolio ofdomestic stocks and American Depositary Receipts (“ADRs”) of companies demonstrating highly favorableEnvironmental, Social, and Governance (“ESG”) practices. Of course, we cannot guarantee that the Portfolio willachieve its objective.
September 22, 2017
You should read this prospectus and retain it for future reference.
The Securities and Exchange Commission has not approved or disapproved of the Unitsor passed upon the adequacy or accuracy of this prospectus.
Any contrary representation is a criminal offense.
INVESCO
Investment Objective. The Portfolio seeks toprovide the potential for capital appreciation andcurrent income.
Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in U.S.-listedcommon stocks and ADRs of companies demonstratinghighly favorable Environmental, Social, and Governance(“ESG”) practices. The Sponsor evaluates a company’sESG profile primarily through examination of thecompany’s environmental impact, social values and riskcontrols. The components of a favorable ESG profile arecommonly understood to be the following:
• Environmental – Companies that have sought toreduce their impact on the environment byavoiding/mitigating pollution, adopting clean andefficient energy usage and working towardssustainable business practices.
• Social – Companies that value human rightsthrough fair labor practices and equalopportunities for all employees, avoidcontroversial industries like tobacco, gamblingand weapons manufacturing and/or avoid theproduction and distribution of foods containingcontroversial ingredients, such as GMOs.
• Governance – Companies that have adoptedmore rigorous governance practices such asBoard independence, proper executive incentivesand accounting controls.
From among the companies identified to havedemonstrated highly favorable ESG practices, theSponsor focuses on companies with generally stable orincreasing levels of commitment towards furtherstrengthening their ESG practices.
The Sponsor assembled the final portfolio based onconsideration of factors, including, but not 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.
• Balance Sheet – Companies displaying balancesheet strength evidenced by a history ofachieving strong financial results and makingdisciplined capital management decisions.
• Returns – Companies with a history of above-average 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 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, 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.
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ESG Opportunity Portfolio
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• 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 isincreased as Units are sold. There is noassurance that your investment will maintainits proportionate share in the Portfolio’s profitsand 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 invests in securities ofcompanies demonstrating favorableESG practices. The companies may nothave applied favorable ESG practices in thepast and there is no guarantee that thecompanies will continue to apply favorableESG practices over the life of the Portfolio.
• We do not actively manage the Portfolio.Except in limited circumstances, the Portfolio willhold, and continue to buy, shares of the samesecurities even if their market value declines.
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 % ofPublic Amount
Offering Per 100Sales Charge Price Units_________ _________
This example helps you compare the cost of the Portfolio with otherunit trusts and mutual funds. In the example we assume that theexpenses do not change and that the Portfolio’s annual return is 5%. Youractual returns and expenses will vary. This example also assumes thatyou continue to follow the Portfolio strategy and roll your investment,including all distributions, into a new trust each year subject to a salescharge of 1.85%. Based on these assumptions, you would pay thefollowing expenses for every $10,000 you invest in the Portfolio:
1 year $ 2523 years 7745 years 1,32210 years 2,807
* 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 1.85% of the Public Offering Priceper Unit. There is no initial sales charge at a Public Offering Price of$10 or less. If the Public Offering Price exceeds $10 per Unit, theinitial sales charge is the difference between the total sales charge(maximum of 1.85% of the Public Offering Price) and the sum of theremaining deferred sales charge and the creation and developmentfee. The deferred sales charge is fixed at $0.135 per Unit andaccrues daily from January 10, 2018 through June 9, 2018. YourPortfolio pays a proportionate amount of this charge on the 10th dayof each month beginning in the accrual period until paid in full. Thecombination of the initial and deferred sales charges comprises the“transactional sales charge”. The creation and development fee isfixed at $0.05 per Unit and is paid at the earlier of the end of theinitial offering period (anticipated to be three months) or six monthsfollowing the Initial Date of Deposit. For more detail, see “PublicOffering Price -- General.”
Essential Information
Unit Price at Initial Date of Deposit $10.0000
Initial Date of Deposit September 22, 2017
Mandatory Termination Date December 17, 2018
Estimated Net Annual Income1 $0.15647 per Unit
Estimated Initial Distribution1 $0.04 per Unit
Record Dates 10th day of each January,
April and July,
commencing January 10, 2018
Distribution Dates 25th day of each January,
April and July,
commencing January 25, 2018
CUSIP Numbers Cash – 46139N700
Reinvest – 46139N718
Wrap Fee Cash – 46139N726
Wrap Fee Reinvest – 46139N734
1 As of close of business day prior to Initial Date of Deposit. The actualdistributions you receive will vary from the estimated 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--Estimated Distributions.”
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ESG Opportunity Portfolio 2017-4
Portfolio______________________________________________________________________________________________________________Current Cost of
Number Market Value Dividend Securities toof Shares Name of Issuer (1) per Share (2) Yield (3) Portfolio (2) __________ ___________________________________ _______________ ___________ _____________
73 Lowe's Companies, Inc. 78.0400 2.10 5,696.92+ 50 Royal Caribbean Cruises, Ltd. 116.1900 2.07 5,809.50
Consumer Staples - 3.80%50 PepsiCo, Inc. 112.8000 2.85 5,640.00
Energy - 3.86%162 Devon Energy Corporation 35.3500 0.68 5,726.70
Financials - 15.36%227 Bank of America Corporation 25.1600 1.91 5,711.3213 BlackRock, Inc. 433.6300 2.31 5,637.1937 S&P Global, Inc. 155.7500 1.05 5,762.7559 State Street Corporation 95.9500 1.75 5,661.05
Health Care - 15.25%110 Abbott Laboratories 51.4300 2.06 5,657.3018 Biogen, Inc. 315.0300 0.00 5,670.5431 Cigna Corporation 182.1300 0.02 5,646.0330 Thermo Fisher Scientific, Inc. 187.9100 0.32 5,637.30
Industrials - 11.55%118 Delta Air Lines, Inc. 48.1600 2.53 5,682.8839 Illinois Tool Works, Inc. 147.3400 2.12 5,746.2689 Xylem, Inc. 63.9300 1.13 5,689.77
Information Technology - 23.06%+ 42 Accenture plc - CL A 136.6600 1.77 5,739.72
174 Cisco Systems, Inc. 32.7000 3.55 5,689.8077 Microsoft Corporation 74.2100 2.10 5,714.1760 Salesforce.com, Inc. 94.8600 0.00 5,691.60
+ 69 TE Connectivity, Ltd. 82.2100 1.95 5,672.4966 Texas Instruments, Inc. 86.0500 2.32 5,679.30
Materials - 3.87%38 Air Products and Chemicals, Inc. 151.0500 2.52 5,739.90
Real Estate - 3.92%13 Equinix, Inc. 446.5700 1.79 5,805.41
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ESG Opportunity Portfolio 2017-4
Portfolio (continued)______________________________________________________________________________________________________________Current Cost of
Number Market Value Dividend Securities toof Shares Name of Issuer (1) per Share (2) Yield (3) Portfolio (2) __________ ___________________________________ _______________ ___________ _____________
(1) The Securities are initially represented by “regular way” contracts for the performance of which an irrevocable letter ofcredit has been deposited with the Trustee. Contracts to acquire Securities were entered into on September 21, 2017and have a settlement date of September 25, 2017 (see “The Portfolio”).
(2) The value of each Security is determined on the bases set forth under “Public Offering--Unit Price” as of the close of theNew York Stock Exchange on the business day before the Initial Date of Deposit. In accordance with FASB AccountingStandards Codification (“ASC”), ASC 820, Fair Value Measurements and Disclosures, the Portfolio’s investments areclassified as Level 1, which refers to security prices determined using quoted prices in active markets for identicalsecurities. Other information regarding the Securities, as of the Initial Date of Deposit, is as follows:
ProfitCost to (Loss) ToSponsor Sponsor______________ _____________
$ 148,326 $ (49)
“+” indicates that the security was issued by a foreign company.
(3) Current Dividend Yield for each Security is based on the estimated annual dividends per share and the Security’s valueas of the most recent close of trading on the New York Stock Exchange on the business day before the Initial Date ofDeposit. Generally, estimated annual dividends per share are calculated by annualizing the most recently declaredregular dividends or by adding the most recent regular interim and final dividends declared and reflect any foreignwithholding taxes. In certain cases, this calculation may consider several recently declared dividends in order for theCurrent Dividend Yield to be more reflective of recent historical dividend rates.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Unitholders of Invesco Unit Trusts, Series 1809:
We have audited the accompanying statement of condition including the related portfolio of ESG OpportunityPortfolio 2017-4 (the “Trust,“ included in Invesco Unit Trusts, Series 1809) as of September 22, 2017. Thestatement of condition is the responsibility of the Sponsor. Our responsibility is to express an opinion on suchstatement of condition based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting OversightBoard (United States). Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the statement of condition is free of material misstatement. We were not engagedto perform an audit of the Trust’s internal control over financial reporting. Our audit included consideration ofinternal control over financial reporting as a basis for designing audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internalcontrol over financial reporting. Accordingly, we express no such opinion. An audit also includes examining,on a test basis, evidence supporting the amounts and disclosures in the statement of condition, assessingthe accounting principles used and significant estimates made by the Sponsor, as well as evaluating theoverall statement of condition presentation. Our procedures included confirmation with The Bank of NewYork Mellon, Trustee, of cash or an irrevocable letter of credit deposited for the purchase of Securities asshown in the statement of condition as of September 22, 2017. We believe that our audit of the statement ofcondition provides a reasonable basis for our opinion.
In our opinion, the statement of condition referred to above presents fairly, in all material respects, thefinancial position of ESG Opportunity Portfolio 2017-4 (included in Invesco Unit Trusts, Series 1809) as ofSeptember 22, 2017, in conformity with accounting principles generally accepted in the United States ofAmerica.
(1) The value of the Securities is determined by the Trustee on the bases set forth under “Public Offering--Unit Price”. The contracts to purchaseSecurities are collateralized by an irrevocable letter of credit which has been deposited with the Trustee.
(2) A portion of the Public Offering Price represents an amount sufficient to pay for all or a portion of the costs incurred in establishing thePortfolio. 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 initialoffering period (approximately three months) or six months following the Initial Date of Deposit to an account maintained by the Trustee fromwhich the organization expense obligation of the investors will be satisfied. To the extent that actual organization costs of the Portfolio aregreater than the estimated amount, only the estimated organization costs added to the Public Offering Price will be reimbursed to the Sponsorand deducted from the assets of the Portfolio.
(3) Represents the amount of mandatory distributions from the Portfolio on the bases set forth under “Public Offering”.(4) The creation and development fee is payable by the Portfolio on behalf of Unitholders out of the assets of the Portfolio as of the close of the
initial offering period. If Units are redeemed prior to the close of the initial public offering period, the fee will not be deducted from the proceeds.(5) The aggregate public offering price and the aggregate sales charge are computed on the bases set forth under “Public Offering”.(6) Assumes the maximum sales charge.
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THE PORTFOLIO
The Portfolio was created under the laws of the Stateof New York pursuant to a Trust Indenture and TrustAgreement (the “Trust Agreement”), dated the date ofthis prospectus (the “Initial Date of Deposit”), amongInvesco Capital Markets, Inc., as Sponsor, InvescoInvestment Advisers LLC, as Supervisor, and The Bankof New York Mellon, as Trustee.
The Portfolio offers investors the opportunity topurchase Units representing proportionate interests in aportfolio of securities. The Portfolio may be an appropriatemedium for investors who desire to participate in aportfolio of securities with greater diversification than theymight be able to acquire individually.
On the Initial Date of Deposit, the Sponsor depositeddelivery statements relating to contracts for thepurchase of the Securities and an irrevocable letter ofcredit in the amount required for these purchases withthe Trustee. In exchange for these contracts the Trusteedelivered to the Sponsor documentation evidencing theownership of Units of the Portfolio. Unless otherwiseterminated as provided in the Trust Agreement, thePortfolio will terminate on the Mandatory TerminationDate and any remaining Securities will be liquidated ordistributed by the Trustee within a reasonable time. Asused in this prospectus the term “Securities” means thesecurities (including contracts to purchase thesesecurities) listed in the “Portfolio” and any additionalsecurities deposited into the Portfolio.
Additional Units of the Portfolio may be issued at anytime by depositing in the Portfolio (i) additional Securities,(ii) contracts to purchase Securities together with cash orirrevocable letters of credit or (iii) cash (or a letter of creditor the equivalent) with instructions to purchase additionalSecurities. As additional Units are issued by the Portfolio,the aggregate value of the Securities will be increasedand the fractional undivided interest represented by eachUnit may be decreased. The Sponsor may continue tomake additional deposits into the Portfolio following theInitial Date of Deposit provided that the additionaldeposits will be in amounts which will maintain, as nearlyas practicable, the same percentage relationship amongthe number of shares of each Security in the Portfolio
that existed immediately prior to the subsequent deposit.Investors may experience a dilution of their investmentsand a reduction in their anticipated income because offluctuations in the prices of the Securities between thetime of the deposit and the purchase of the Securitiesand because the Portfolio will pay the associatedbrokerage or acquisition fees. In addition, during the initialoffering of Units it may not be possible to buy a particularSecurity due to regulatory or trading restrictions, orcorporate actions. While such limitations are in effect,additional Units would be created by purchasing each ofthe Securities in your Portfolio that are not subject tothose limitations. This would also result in the dilution ofthe investment in any such Security not purchased andpotential variances in anticipated income. Purchases andsales of Securities by your Portfolio may impact the valueof the Securities. This may especially be the case duringthe initial offering of Units, upon Portfolio termination andin the 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 the estimated distributions per Unit willincrease or decrease to the extent of any adjustment.To the extent that any Units are redeemed to theTrustee or additional Units are issued as a result ofadditional Securities being deposited by the Sponsor,the fractional undivided interest in your Portfoliorepresented by each unredeemed Unit will increase ordecrease accordingly, although the actual interest inyour Portfolio will remain unchanged. Units will remainoutstanding until redeemed upon tender to the Trusteeby Unitholders, which may include the Sponsor, or untilthe termination of the Trust Agreement.
The Portfolio consists of (a) the Securities (includingcontracts for the purchase thereof) l isted under“Portfolio” as may continue to be held from time to timein the Portfolio, (b) any additional Securities acquiredand held by the Portfolio pursuant to the provisions ofthe Trust Agreement and (c) any cash held in the relatedIncome and Capital Accounts. Neither the Sponsor nor
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the Trustee shall be liable in any way for any contractfailure in any of the Securities.
OBJECTIVE AND SECURITIES SELECTION
The objective of the Portfolio is described on page 2.There is no assurance that the Portfolio will achieve itsobjective.
The Sponsor does not manage the Portfolio. Youshould note that the Sponsor applied the selectioncriteria to the Securities for inclusion in the Portfolioprior to the Initial Date of Deposit. After this time, theSecurities may no longer meet the selection criteria.Should a Security no longer meet the selection criteria,we will generally not remove the Security from thePortfolio. 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 the Portfolio, taken as a whole, which arerepresented by the Units.
RISK FACTORS
All investments involve risk. This section describes themain risks that can impact the value of the securities inyour Portfolio. You should understand these risks beforeyou invest. If the value of the securities falls, the value ofyour Units will also fall. We cannot guarantee that yourPortfolio will achieve its objective or that your investmentreturn will be positive over 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’s issuer,perceptions of the issuer, or ratings on a security of theissuer. Even though your Portfolio is supervised, youshould remember that we do not manage your Portfolio.Your Portfolio will not sell a security solely because themarket value falls as is possible in a managed fund.
Dividend Payment Risk. Dividend payment risk isthe risk that an issuer of a security is unwilling orunable to pay dividends on a security. Stocks representownership interests in the issuers and are not
obligations 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 div idend may vary over t ime. I fdividends received by the Portfolio are insufficient tocover expenses, redemptions or other Portfolio costs,it may be necessary for the Portfolio to sell Securitiesto cover such expenses, redemptions or other costs.Any such sales may result in capital gains or losses toyou. See “Taxation”.
Foreign Stocks. Because your Portfolio investssignificantly in foreign stocks, your Portfolio may involveadditional risks that differ from an investment indomestic stocks. These risks include the risk of lossesdue to future political and economic developments,international trade conditions, foreign withholding taxesand restrictions on foreign investments or exchange ofsecurities, foreign currency fluctuations or restriction onexchange or repatriation of currencies.
The political, economic and social structures of someforeign countries may be less stable and more volatilethan those in the U.S. Investments in these countriesmay be subject to the risks of internal and externalconflicts, currency devaluations, foreign ownershiplimitations and tax increases. It is possible that agovernment may take over the assets or operations of acompany or impose restrictions on the exchange orexport of currency or other assets. Some countries alsomay have different legal systems that may make itdifficult for the Portfolio to vote proxies, exerciseinvestor rights, and pursue legal remedies with respectto its foreign investments. Diplomatic and politicaldevelopments, including rapid and adverse politicalchanges, social instability, regional conflicts, terrorismand war, could affect the economies, industries, andsecurities and currency markets, and the value of yourPortfolio’s investments, in non-U.S. countries. No onecan predict the impact that these factors could have onyour Portfolio’s securities.
Certain stocks may be held in the form of AmericanDepositary Receipts (“ADRs”), Global Depositary
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Receipts (“GDRs”), or other similar receipts. ADRs andGDRs represent receipts for foreign common stockdeposited with a custodian (which may include theTrustee). The ADRs in the Portfolio, if any, trade in theU.S. in U.S. dollars and are registered with theSecurities and Exchange Commission (“SEC”). GDRsare receipts, issued by foreign banks or trustcompanies, or foreign branches of U.S. banks, thatrepresent an interest in shares of either a foreign orU.S. corporat ion. These instruments may notnecessarily be denominated in the same currency asthe securities into which they may be converted. ADRsand GDRs generally involve the same types of risks asforeign common stock held directly. Some ADRs andGDRs may experience less liquidity than the underlyingcommon stocks traded in their home market. ThePortfolio 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 cooperationof the foreign issuer. Consequently, informationconcerning the foreign issuer may be less current orreliable for an unsponsored ADR and the price of anunsponsored ADR may be more volatile than if it was asponsored ADR. Depositaries of unsponsored ADRsare not required to distr ibute shareholdercommunications received from the foreign issuer or topass through voting rights to its holders. The holders ofunsponsored ADRs general ly bear al l the costsassociated with establishing the unsponsored ADR,whereas the foreign issuers typically bear certain costsin a sponsored ADR.
The purchase and sale of the foreign securities mayoccur in foreign securities markets. Certain of the factorsstated above may make it impossible to buy or sell themin a timely manner or may adversely affect the valuereceived on a sale of securities. Custody of certain of thesecurities in the Portfolio may be maintained by a globalcustody and clearing institution which has entered into asub-custodian relationship with the Trustee. In addition,round lot trading requirements exist in certain foreignsecurities markets. These round lot trading requirementscould cause the proportional composit ion and
diversification of your Portfolio’s securities to vary whenthe Portfolio purchases additional securities or sellssecurities to satisfy expenses or Unit redemptions. Thiscould have a material impact on investmentperformance and portfolio composition. Brokeragecommissions and other fees generally are higher forforeign securit ies. Government supervision andregulation of foreign securities markets, currencymarkets, trading systems and brokers may be less thanin the U.S. The procedures and rules governing foreigntransactions and custody (holding of the Portfolio’sassets) also may involve delays in payment, delivery orrecovery of money or investments.
Foreign companies may not be subject to the samedisclosure, accounting, auditing and financial reportingstandards and practices as U.S. companies. Thus,there may be less information publicly available aboutforeign companies than about most U.S. companies.
Certain foreign securities may be less liquid (harder tosell) and more volatile than many U.S. securities. Thismeans the Portfolio may at times be unable to sell foreignsecurities in a timely manner or at favorable 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 centralbanks, 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 the 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. dollar
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decreases in value relative to the value of the currenciesin which the Securities trade.
ESG Strategy Risk. Your Portfol io investsexclusively in companies demonstrating favorableEnvironmental, Social, and Governance (“ESG”)practices. As a result, your Portfolio may be exposed tocertain companies or industries and may forego othermarket opportunities available to an investment strategythat does not limit itself to investments in companiesexhibiting favorable ESG practices. This may affect yourPortfolio’s investment performance, negatively orpositively, compared to the stock market as a wholeand compared to other investment strategies.
Industry Risks. Your Portfolio may invest significantlyin certain industries. Any negative impact on the relatedindustry will have a greater impact on the value of Unitsthan on a portfolio diversified over several industries. Youshould understand the risks of these industries beforeyou invest.
Financial Services Issuers. Your Portfolio investssignificantly in banks and other financial servicescompanies. Companies in the financial services industryinclude, but are not limited to, companies involved inactivities such as banking, mortgage finance, consumerfinance, specialized finance, industrial finance andleasing, investment banking and brokerage, assetmanagement and custody, corporate lending,insurance, and financial investment. In general, financialservices issuers are substantially affected by changes ineconomic and market conditions, including: the liquidityand volatility levels in the global financial markets;interest rates, as well as currency and commoditiesprices; investor sentiment; the rate of corporate andconsumer defaults; inflation and unemployment; theavailability and cost of capital and credit; exposure tovarious geographic markets or in commercial andresidential real estate; competition from new entrants intheir f ields of business; extensive governmentregulation; and the overall health of the U.S. andinternational economies.
The financial services sector was adversely affectedby global developments over the last several yearsstemming from the financial crisis including recessionary
conditions, deterioration in the credit markets andrecurring concerns over sovereign debt. A substantialamount of assets were written down by financialinstitutions, with the impact of these losses forcing anumber of large traditional banks, investment banks,broker-dealers and insurers into liquidation, combinationor other restructuring. This also significantly increasedthe credit risk, and possibility of default, of bondsissued by such institutions faced with these problems.In addition, the liquidity of certain debt instruments hasbeen reduced or eliminated due to the lack of availablemarket makers. While the U.S. and foreigngovernments, and their respective governmentagencies, have taken steps to address problems in thefinancial markets and with financial institutions, therecan be no assurance that the risks associated withinvestment in financial services issuers will decrease asa result of these steps.
Most financial services companies are subject toextensive governmental regulation, which limits theiractivities and may affect their ability to earn a profit froma given line of business. Challenging economic andpolitical conditions, along with increased public scrutinyduring the past several years, have led to newlegislation and increased regulation in the U.S. andabroad, creating additional difficulties for financialinstitutions. Regulatory initiatives and requirements thatare being proposed around the world may beinconsistent or may conflict with regulations to whichfinancial services issuers are currently subject, therebyresulting in higher compliance and legal costs, as wellas the potential for higher operational, capital andliquidity costs. Proposed or enacted regulations mayfurther limit the amounts and types of loans and otherfinancial commitments certain financial services issuerscan make, and further, may limit the interest rates andfees they can charge, the prices they can charge andthe amount of capital they must maintain. These lawsand regulations may affect the manner in which aparticular financial institution does business and theproducts and services it may provide. Increasedregulation may restrict a company’s ability to competein its current businesses or to enter into or acquire newbusinesses. New regulations may reduce or limit a
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company’s revenue or impose additional fees, limit thescope of their activities, increase assessments or taxeson those companies and intensify regulatorysupervision, adversely affecting business operations orleading to other negative consequences.
Among the most prominent pieces of legislationfollowing the financial crisis has been the Dodd-FrankWall Street Reform and Consumer Protection Act (the“Dodd-Frank Act”), enacted into federal law on July 21,2010. The Dodd-Frank Act includes reforms andrefinements to modernize existing laws to addressemerging risks and issues in the nation’s evolvingfinancial system. It also establishes entirely newregulatory regimes, including in areas such as systemicrisk regulation, over-the-counter derivatives marketoversight, and federal consumer protection. The Dodd-Frank Act is intended to cover virtually all participants inthe financial services industry for years to come,including banks, thrifts, depository institution holdingcompanies, mortgage lenders, insurance companies,industrial loan companies, broker-dealers and othersecurities and investment advisory firms, private equityand hedge funds, consumers, numerous federalagencies and the federal regulatory structure. Inparticular, certain provisions of the Dodd-Frank Actincrease the capital requirements of certain financialservices companies supervised by the Federal Reserve,resulting in such companies incurring generally higherdeposit premiums. These types of regulatory changesmay have adverse effects on certain issuers in yourPortfolio, and could lead to decreases in such issuers’profits or revenues. In many cases the full impact of theDodd-Frank Act on a financial institution’s businessremains uncertain because of the extensive rule-makingstill to be completed. The Sponsor is unable to predictthe ultimate impact of the Dodd-Frank Act, and anyresulting regulation, on the securities in your Portfolio oron the financial services industry in general.
Financial services companies in foreign countries arealso subject to regulatory and interest rate concerns. Inparticular, government regulation in certain foreigncountries may include controls on interest rates, creditavailability, prices and currency transfers. Negativedevelopments regarding Eurozone sovereign debt,
including the potential for further downgrades ofsovereign credit ratings, as well as downgrades to theratings of the U.S. government’s sovereign credit rating,could adversely affect financial services issuers. Thedeparture of any European Union (“EU”) member fromuse of the Euro could lead to serious disruptions toforeign exchanges, operations and settlements, whichmay have an adverse effect on financial servicesissuers. More recently, there is uncertainty regarding thestate of the EU following the United Kingdom’s (“U.K.”)initiation on March 27, 2017, of the process to exit fromthe EU (“Brexit”). One of the key global concerns thatmay continue to provide uncertainty in the markets isthat the U.K. could be just the first of more EU countriesto leave the union. The effect that Brexit may have onthe global financial markets or on the financial servicescompanies in your Portfolio is uncertain.
The financial condition of customers, clients andcounterparties, including other financial institutions,could adversely affect financial services issuers.Financial services issuers are interrelated as a result ofmarket making, trading, clearing or other counterpartyrelationships. Many of these transactions exposefinancial services issuers to credit risk as a result of theactions of, or deterioration in, the commercialsoundness of other counterparty financial institutions.Economic and market conditions may increase creditexposures due to the increased risk of customer, clientor counterparty default. Downgrades to the creditratings of financial services issuers could have anegative effect on liquidity, cash flows, competitiveposition, financial condition and results of operations bysignificantly l imiting access to funding or capitalmarkets, increasing borrowing costs or triggeringincreased collateral requirements. Financial servicesissuers face significant legal risk, both from regulatoryinvestigations and proceedings, as well as privateactions. Profit margins of these companies continue toshrink due to the commoditization of tradit ionalbusinesses, new competitors, capital expenditures onnew technology and the pressure to compete globally.
Banks face competition from nontraditional lendingsources as regulatory changes have permitted newentrants to offer various f inancial products.
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Technological advances allow these nontraditionallending sources to cut overhead and permit the moreefficient use of customer data. Banks continue to facetremendous pressure from mutual funds, brokeragefirms and other financial service providers in thecompetition to furnish services that were traditionallyoffered by banks. Bank profitability is largely dependenton the availability and cost of capital funds, and mayfluctuate significantly when interest rates change or dueto increased competition. Further, economic conditionsin the real estate market may have a particularly strongeffect on certain banks and savings associations.Declining real estate values could adversely affectfinancial institutions engaged in mortgage finance orother lending or investing activities directly or indirectlyconnected to the value of real estate.
Companies engaged in investment management andbroker-dealer activities are subject to volatility in theirearnings and share prices that often exceed thevolatility of the equity market in general. Adversechanges in the direction of the stock market, investorconfidence, equity transaction volume, the level anddirection of interest rates and the outlook of emergingmarkets could adversely affect the financial stability, aswell as the stock prices, of these companies.
Companies involved in the insurance, reinsuranceand risk management industry underwrite, sell ordistribute property, casualty and business insurance.Many factors affect insurance, reinsurance and riskmanagement company profits, including interest ratemovements, the imposition of premium rate caps, amisapprehension of the r isks involved in givenunderwritings, competition and pressure to competeglobally, terrorism, weather catastrophes or otherdisasters and the effects of client mergers. Individualcompanies may be exposed to risks including reserveinadequacy and the inability to collect from reinsurancecarriers. Life and health insurance companies may beaffected by mortality and morbidity rates, including theeffect of epidemics. Insurance companies are subject toextensive governmental regulation, including theimposition of maximum rate levels, which may not beadequate for some l ines of business. Insurancecompanies may be subject to severe price competition.
Proposed or potential tax law changes may alsoadversely affect insurance companies’ policy sales, taxobligations and profitability.
Technology Issuers. Your Portfolio invests significantlyin the technology sector which includes informationtechnology companies. 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, serverhardware, 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 rapid changesin technology, competition, dependence on certainsuppliers and supplies, rapid obsolescence of products orservices, patent termination, frequent new products andgovernment regulation. These companies can also beadversely affected by interruption or reduction in supply ofcomponents or loss of key customers and failure tocomply with certain 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 canhave a negative impact on the company’s results.Information technology companies may also be smallerand/or less experienced companies with limited productlines, 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 marketingal l 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.
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Legislation/Litigation. From time to time, variouslegislative initiatives are proposed in the United Statesand abroad which may have a negative impact oncertain of the companies represented in the Portfolio oron the tax treatment of your Portfolio or of yourinvestment in the Portfolio. In addition, l it igationregarding any of the issuers of the Securities or of theindustries represented by these issuers may negativelyimpact the share prices of these Securities. No one canpredict what impact any pending or threatened litigationwill have 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 1.85% of the PublicOffering Price per Unit (1.885% 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 1.85% of thePublic Offering Price per Unit) and the sum of theremaining fixed dollar deferred sales charge and thefixed dollar creation and development fee (initially $0.185
per Unit). Depending on the Public Offering Price perUnit, you pay the initial sales charge at the time you buyUnits. The deferred sales charge is fixed at $0.135 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 exceed1.85% of the Public Offering Price per Unit.
The “Fee Table” shows the sales charge calculation ata $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 Price exceeds$10 per Unit, you will pay an initial sales charge equal tothe difference between the total sales charge and the sumof the remaining deferred sales charge and the creationand development fee. For example, if the Public Offering
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Price per Unit rose to $14, the maximum sales chargewould be $0.259 (1.85% of the Public Offering Price perUnit), consisting of an initial sales charge of $0.074, adeferred sales charge of $0.135 and the creation anddevelopment fee of $0.050. Since the deferred salescharge and creation and development fee are fixed dollaramounts per Unit, your Portfolio must charge theseamounts per Unit regardless of any decrease in net assetvalue. However, if the Public Offering Price per Unit falls tothe extent that the maximum sales charge percentageresults in a dollar amount that is less than the combinedfixed dollar amounts of the deferred sales charge andcreation and development fee, your initial sales charge willbe a credit equal to the amount by which these fixeddollar charges exceed your sales charge at the time youbuy Units. In such a situation, the value of securities perUnit would exceed the Public Offering Price per Unit bythe amount of the initial sales charge credit and the valueof those securities will fluctuate, which could result in abenefit or detriment to Unitholders that purchase Units atthat price. The initial sales charge credit is paid by theSponsor and is not paid by the Portfolio. If the PublicOffering Price per Unit fell to $6, the maximum salescharge would be $0.111 (1.85% of the Public OfferingPrice per Unit), which consists of an initial sales charge(credit) of -$0.074, a deferred sales charge of $0.135 anda 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 development fee
are fixed dollar amounts per Unit, your Portfolio mustcharge 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 “wrap fee” charge(“Wrap Fee”) is imposed (“Fee Accounts”). If Units of thePortfolio are purchased for a Fee Account and thePortfolio is subject to a Wrap Fee (i.e., the Portfolio is“Wrap Fee Eligible”), then the purchase will not besubject to the transactional sales charge but will besubject to the creation and development fee of $0.05per Unit that is retained by the Sponsor. Please refer tothe section called “Fee Accounts” for additionalinformation on these purchases. The Sponsor reservesthe right to limit or deny purchases of Units described inthis paragraph by investors or selling firms whosefrequent trading activity is determined to be detrimentalto the Portfolio. Wrap Fee 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( inc luding the i r spouses (or the equiva lent i frecognized under local law) and children or step-children under 21 l iving in the same household,parents or step-parents and trustees, custodians orfiduciaries for the benefit of such persons) of InvescoCapital Markets, Inc. and its affiliates, and dealers andtheir aff i l iates may purchase Units at the PublicOffering Price less the applicable dealer concession.All employee discounts are subject to the policies ofthe related selling firm. Only employees, officers anddirectors of companies that allow their employees to
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participate in this employee discount program areeligible 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 charges and creation and development feeare fixed dollar amounts per unit, your Portfolio mustcharge these amounts per unit regardless of this discount.If you elect to reinvest distributions, the Sponsor will credityou with additional Units with a dollar value sufficient tocover the amount of any remaining deferred sales chargeand creation and development fee that will be collectedon such Units at the time of reinvestment. The dollar valueof these Units will fluctuate over time.
Unit Price. The Public Offering Price of Units willvary from the amounts stated under “EssentialInformation” in accordance with fluctuations in theprices of the underlying Securities in the Portfolio. Theinitial price of the Securities upon deposit by theSponsor was determined by the Trustee. The Trusteewill generally determine the value of the Securities asof the Evaluation Time on each business day and willadjust the Public Offering Price of Units accordingly.The Evaluation Time is the close of the New YorkStock Exchange on each business day. The term“business day”, as used herein and under “Rights ofUnitholders--Redemption of Units”, means any day onwhich the New York Stock Exchange is open forregular trading. The Public Offering Price per Unit willbe effect ive for al l orders received pr ior to theEvaluat ion T ime on each business day. Ordersreceived by the Sponsor prior to the Evaluation Timeand orders received by author ized f inancia lprofessionals prior to the Evaluation Time that areproperly transmitted to the Sponsor by the timedesignated by the Sponsor, are priced based on thedate of receipt. Orders received by the Sponsor afterthe Evaluat ion T ime, and orders received byauthorized financial professionals after the EvaluationTime or orders received by such persons that are nottransmitted to the Sponsor unt i l after the t imedesignated by the Sponsor, are priced based on thedate of the next determined Public Offering Price perUnit provided they are received timely by the Sponsor
on such date. It is the responsibility of authorizedfinancial professionals to transmit orders received bythem to the Sponsor so they will be received in atimely manner.
The value of portfolio securities is based on thesecurities’ market price when available. When amarket pr ice is not readi ly avai lable, includingcircumstances under which the Trustee determinesthat a security’s market price is not accurate, aport fo l io secur i ty is valued at i ts fa i r value, asdetermined under procedures established by theTrustee or an independent pricing service used by theTrustee. In these cases, the Portfolio’s net asset valuewill reflect certain portfolio securities’ fair value ratherthan their market price. With respect to securities thatare primarily listed on foreign exchanges, the value ofthe portfolio securities may change on days when youwill not be able to purchase or sell Units. The value ofany foreign securities is based on the applicablecurrency exchange rate as of the Evaluation Time. TheSponsor will provide price dissemination and oversightservices to the Portfolio.
During the initial offering period, part of the PublicOffering Price represents an amount that will pay thecosts incurred in establishing your Portfolio. Thesecosts include the costs of preparing documentsrelating to the Portfolio (such as the registrationstatement, prospectus, trust agreement and legaldocuments), federal and state registration fees, theinitial fees and expenses of the Trustee and the initialaudit. Your Portfolio will sell securities to reimburse usfor these costs at the end of the initial offering period orafter six months, if earlier. The value of your Units willdecline when the 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 andothers will be allowed a regular concession or agencycommission in connection with the distribution of Units
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during the initial offering period of 1.25% of the PublicOffering Price per Unit.
Volume Concession Based Upon Annual Sales. Asdescribed below, broker-dealers and other sellingagents may in certa in cases be e l ig ib le for anadditional concession based upon their annual eligiblesales of all Invesco fixed income and equity unitinvestment trusts. Eligible sales include all units of anyInvesco uni t investment t rust underwr i t ten orpurchased directly from Invesco during a trust’s initialoffering period. For purposes of this concession,trusts designated as either “Invesco Unit Trusts,Taxable Income Series” or “Invesco Unit Trusts,Municipal Series” are fixed income trusts, and trustsdesignated as “Invesco Unit Trusts Series” are equitytrusts. In addition to the regular concessions oragency commissions described above in “Unit SalesConcessions” all broker-dealers and other sellingf i rms wi l l be e l ig ib le to receive addi t ionalcompensation based on total initial offering periodsales of all eligible Invesco unit investment trustsduring the previous consecutive 12-month periodthrough the end of the most recent month. TheVolume Concession, as applicable to equity and fixedincome trust units, is set forth 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 sell ing firms will notreceive the Volume Concession on the sale of unitspurchased in Fee Accounts, however, such sales willbe included in determining whether a firm has met thesales level breakpoints set forth in the VolumeConcession table above. Secondary market sales ofall unit investment trusts are excluded for purposes ofthe Volume Concession. Eligible dealer firms andother selling agents include clearing firms that place
orders wi th Invesco and prov ide Invesco withinformation with respect to the representatives whoinitiated such transactions. Eligible dealer firms andother selling agents will not include firms that solelyprovide clearing services to other broker-dealer firmsor firms who place orders through clearing firms thatare eligible dealers. We reserve the right to changethe amount of the concessions or agencycommissions from time to time. For a trust to beeligible for this additional compensation, the trust’sprospectus must include disclosure related to thisadditional 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 to80% of the applicable sales charge. Notwithstandinganything to the contrary herein, in no case shall thetotal of any concessions, agency commissions andany additional compensation allowed or paid to anybroker, dealer or other distr ibutor of Units withrespect to any individual transaction exceed the totalsales charge applicable to such transaction. TheSponsor reserves the right to reject, in whole or inpart, any order for the purchase of Units and tochange the amount of the concession or agencycommission to dealers and others 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 Portfolio and ourother products. This compensation is intended to resultin additional sales of our products and/or compensatebroker-dealers and financial advisors for past sales. Wemay make these payments for marketing, promotionalor related expenses, including, but not limited to,expenses of entertaining retail customers and financialadvisors, advert ising, sponsorship of events orseminars, obtaining shelf space in broker-dealer firmsand similar activities designed to promote the sale ofthe Portfolio and our other products. Fees may includepayment for travel expenses, including lodging, incurredin connection with trips taken by invited registeredrepresentatives for meetings or seminars of a business
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nature. These arrangements will not change the priceyou pay for your Units.
Sponsor Compensation. The Sponsor wil lreceive the total sales charge applicable to eachtransact ion. Except as prov ided under “Uni tDistribution,” any sales charge discount provided toinvestors will be borne by the selling dealer or agent.In addition, the Sponsor will realize a profit or loss asa result of the difference between the price paid forthe Securities by the Sponsor and the cost of theSecurit ies to the Portfol io on the Init ial Date ofDeposit as well as on subsequent deposits. See“Notes to Portfolio”. The Sponsor has not participatedas sole underwriter or as manager or as a member ofthe underwriting syndicates or as an agent in aprivate placement for any of the Securities. TheSponsor 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 sett lement for thepurchase of Units may be used in the Sponsor’sbusiness and may be deemed to be a benefit to theSponsor, subject to the limitations of the SecuritiesExchange Act of 1934, 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 repurchase price(which is described under “Right of Unitholders--Redemption of Units”). The Sponsor may discontinue
purchases of Units or discontinue purchases at this priceat any time. In the event that a secondary market is notmaintained, a Unitholder will be able to dispose of Unitsby tendering them to the Trustee for redemption at theRedemption Price. See “Rights of Unitholders--Redemption of Units”. Unitholders should contact theirbroker to determine the best price for Units in thesecondary market. Units sold prior to the time the entiredeferred sales charge has been collected will be assessedthe amount of any remaining deferred sales charge at thetime of sale. The Trustee will notify the Sponsor of anyUnits tendered for redemption. If the Sponsor’s bid in thesecondary market equals or exceeds the RedemptionPrice per Unit, it may purchase the Units not later than theday on which Units would have been redeemed by theTrustee. The Sponsor may sell repurchased Units at thesecondary market Public Offering Price per Unit.
RETIREMENT ACCOUNTS
Units are available for purchase in connection withcertain types of tax-sheltered retirement plans,inc luding Indiv idual Ret i rement Accounts forindividuals, Simplified Employee Pension Plans foremployees, qual i f ied p lans for se l f -employedindividuals, and qualified corporate pension and profitsharing plans for employees. The minimum purchasefor these accounts is reduced to 25 Units but mayvary by selling firm. The purchase of Units may belimited by the plans’ provisions and does not itselfestablish such plans.
FEE ACCOUNTS
As described above, Units may be available forpurchase by investors in Fee Accounts where thePortfolio is Wrap Fee Eligible. You should consult yourfinancial professional to determine whether you canbenefit from these accounts. This table illustrates thesales charge you will pay if the Portfolio is Wrap FeeEligible as a percentage of the initial Public OfferingPrice per Unit on the Initial Date of Deposit (thepercentage will vary thereafter).
Transactional sales charge 0.00%____________Creation and development fee 0.50%______
Total sales charge 0.50%____________
You should consult the “Public Offering--ReducingYour Sales Charge” section for specific information onthis and other sales charge discounts. That sectiongoverns the calculation of all sales charge discounts.The Sponsor reserves the r ight to l imit or denypurchases of Units in Fee Accounts by investors orsel l ing f irms whose frequent trading activity isdetermined to be detrimental to the Portfolio. Topurchase Units in these Fee Accounts, your financialprofessional must purchase Units designated with oneof the Wrap Fee CUSIP numbers set forth under“Essential Information,” either Wrap Fee Cash for cashdistributions or Wrap Fee 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 the 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 certain of the securities in yourPortfolio include ordinary income, but may also includesources other than ordinary income such as returns ofcapital, loan proceeds, short-term capital gains and long-term capital gains (see “Taxation--Distributions”). Inaddition, the Portfolio will generally make requireddistributions at the end of each year because it isstructured as a “regulated investment company” forfederal tax purposes. Unitholders will also receive a finaldistribution of income when the 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 have
distributions reinvested into additional Units. See“Rights of Unitholders--Reinvestment Option”.
Dividends and interest received by the Portfolio arecredited to the Income Account of the Portfolio. Otherreceipts (e.g., capital gains, proceeds from the sale ofSecurities, etc.) are credited to the Capital Account.Proceeds received on the sale of any Securities, to theextent not used to meet redemptions of Units or paydeferred sales charges, fees or expenses, will bedistributed to Unitholders. Proceeds received from 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.
Estimated Distributions. The estimated initialdistribution and estimated net annual income per Unitmay be shown under “Essential Information.” Generally,the estimate of the income the Portfolio may receive isbased on the most recent ordinary quarterly dividendsdeclared by an issuer, the most recent interim and finaldividends declared for certain foreign issuers, orscheduled income payments (in all cases accountingfor any applicable foreign withholding taxes). In certaincases, estimated net annual income may also bebased upon several recently declared dividends of anissuer. However, common stocks do not assuredividend payments and therefore the amount of futuredividend income to your Portfolio is uncertain. Theactual net annual distributions may decrease over timebecause a portion of the Securities included in thePortfolio 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 the Portfolio’s life. Dividend andincome conventions for certain companies and/orcertain countries differ from those typically used in theUnited States and in certain instances,dividends/income paid or declared over several yearsor other periods may be used to estimate annualdistr ibut ions. The actual net annual incomedistributions you receive will vary from the estimated
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amount due to changes in the Portfolio’s fees andexpenses, in actual income received by the Portfolio,currency fluctuations and with changes in the Portfoliosuch as the acquisition, call, maturity or sale ofSecurities. Due to these and various other factors,actual income received by the Portfolio will most likelydiffer from the most recent dividends or scheduledincome payments.
Reinvestment Option. Unitholders may havedistributions automatically reinvested in additional Unitswithout a sales charge (to the extent Units may belawfully offered for sale in the state in which theUnitholder resides). The CUSIP numbers for either“Cash” distributions or “Reinvest” for the reinvestment ofdistributions are set forth under “Essential Information”.Brokers and dealers can use the Dividend ReinvestmentService through Depository Trust Company (“DTC”) orpurchase a Reinvest (or Wrap Fee Reinvest in the caseof Wrap Fee Eligible Units held in Fee Accounts) CUSIP,if available. To participate in this reinvestment option, aUnitholder must file with the Trustee a written notice ofelection, together with any other documentation that theTrustee may then require, at least five days prior to therelated Record Date. A Unitholder’s election will apply toall Units owned by the Unitholder and will remain ineffect until changed by the Unitholder. The reinvestmentoption is not offered during the 30 calendar days prior totermination. If Units are unavailable for reinvestment orthis reinvestment option is no longer available,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 in cashby notifying the Trustee in writing no later than five daysbefore a Distribution Date. The Sponsor shall have theright to suspend or terminate the reinvestment plan atany time. The reinvestment plan is subject to availabilityor limitation by each broker-dealer or selling firm. Broker-dealers may suspend or terminate the offering of areinvestment plan at any time. Please contact yourfinancial professional for additional information.
Redemption of Units. All or a portion of your Unitsmay be tendered to The Bank of New York Mellon, the
Trustee, for redemption at Unit Investment TrustDivision, 111 Sanders Creek Parkway, East Syracuse,New York 13057, on any day the New York StockExchange is open. No redemption fee will be chargedby the Sponsor or the Trustee, but you are responsiblefor applicable governmental charges, if any. Unitsredeemed by the Trustee will be canceled. You mayredeem all or a portion of your Units by sending arequest for redemption to your bank or broker-dealerthrough which you hold your Units. No later than twobusiness days (or any shorter period as may 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 thePortfolio (or such higher amount as may be required byyour broker-dealer or selling agent) for redemption mayrequest an in kind distribution of Securities equal to theRedemption Price per Unit on the date of tender.Unitholders may not request an in kind distribution duringthe initial offering period or within 30 calendar days of thePortfolio’s termination. The Portfolio generally will not offer
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in kind distributions of portfolio securities that are held inforeign markets. An in kind distribution will be made by theTrustee through the distribution of each of the Securities inbook-entry form to the account of the Unitholder’s broker-dealer at DTC. Amounts representing fractional shares willbe distributed in cash. The Trustee may adjust the numberof shares of any Security included in a Unitholder’s in kinddistribution to facilitate the distribution of whole shares.The in kind distribution option may be modified ordiscontinued at any time without notice. Notwithstandingthe foregoing, if the Unitholder requesting an in kinddistribution is the Sponsor or an affiliated person of thePortfolio, the Trustee may make an in kind distribution tosuch Unitholder provided that no one with a pecuniaryincentive to influence the in kind distribution may influenceselection of the distributed securities, the distribution mustconsist of a pro rata distribution of all portfolio securities(with limited exceptions) and the in kind distribution maynot favor such affiliated person to the detriment of anyother Unitholder. Unitholders will incur transaction costs inliquidating securities received in an in-kind distribution,and any such securities received will be subject to marketrisk until sold. In the event that any securities received in-kind are illiquid, Unitholders will bear the risk of not beingable to sell such securities in the 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 the Portfolio willbe, and the diversity of the Portfolio may be, reduced.Sales may be required at a time when Securities wouldnot otherwise be sold and may result in lower pricesthan might otherwise be realized. The price receivedupon redemption may be more or less than the amountpaid by the Unitholder depending on the value of theSecurities at the time of redemption. Special federalincome tax consequences will result if a Unitholderrequests an in kind distribution. See “Taxation”.
The Redemption Price per Unit and the secondarymarket repurchase price per Unit are equal to the prorata share of each Unit in the Portfolio determined on thebasis of (i) the cash on hand in the Portfolio, (ii) the valueof the Securities in the Portfolio and (iii) dividends orother income distributions receivable on the Securities inthe Portfolio trading ex-dividend as of the date of
computation, less (a) amounts representing taxes orother governmental charges payable out of the Portfolio,(b) the accrued expenses of the Portfolio (including costsassociated with liquidating securities after the end of theinitial offering period) and (c) any unpaid deferred salescharge payments. During the initial offering period, theredemption price and the secondary market repurchaseprice are not reduced by estimated organization costs orcreation and development fee. For these purposes, theTrustee will determine the value of the Securities asdescribed under “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 ofyour Portfolio or when your Portfolio 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 maydiscontinue this option at any time.
Rollover. We may offer a subsequent series of thePortfolio, for a Rollover when the Portfolio terminates.
On the Mandatory Termination Date you will have theoption to (1) participate in a Rollover and have yourUnits reinvested into a subsequent trust series or(2) receive a cash distribution.
If you elect to participate in a cash Rollover, yourUnits will be redeemed on the Mandatory TerminationDate. As the redemption proceeds become available,
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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 ability 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 trustswill offer the same investment strategy or objective asthe current Portfolio. We cannot guarantee that aRol lover wi l l avoid any negat ive market pr iceconsequences resulting from trading large volumes ofsecur i t ies. Market pr ice t rends may make i tadvantageous to sell or buy securities more quickly ormore s lowly than permit ted by the Port fo l ioprocedures. We may, in our sole discretion, modify aRollover or stop creating units of a trust at any timeregardless of whether all proceeds of Unitholdershave been reinvested in a Rollover. If we decide not tooffer a subsequent series, Unitholders will be notifiedprior to the Mandatory Termination Date. Cash whichhas not been re invested in a Rol lover wi l l bedistributed to Unitholders shortly after the MandatoryTermination Date. Rollover participants may receivetaxable dividends or realize taxable capital gainswhich are reinvested in connection with a Rollover butmay not be entitled to a deduction for capital lossesdue to the “wash sa le” tax ru les. Due to thereinvestment in a subsequent trust, no cash will bedistributed to pay any taxes. See “Taxation”.
Units. Ownership of Units is evidenced in book-entryform only and will not be evidenced by certificates. Unitspurchased or held through your bank or broker-dealer willbe recorded in book-entry form and credited to theaccount of your bank or broker-dealer at DTC. Units aretransferable by contacting your bank or broker-dealerthrough which you hold your Units. Transfer, and the
requirements therefore, wil l be governed by theapplicable procedures of DTC and your agreement withthe DTC participant in whose name your Units areregistered on the transfer records of DTC.
Reports Provided. Unitholders will receive astatement of dividends and other amounts received bythe Portfolio for each distribution. Within a reasonabletime after the end of each year, each person who was aUnitholder during that year will receive a statementdescribing dividends and capital received, actualPortfolio distributions, Portfolio expenses, a list of theSecurities and other Portfolio information. Unitholdersmay obtain evaluations of the Securities upon requestto the Trustee. If you have questions regarding youraccount or your Portfolio, please contact your financialadvisor or the Trustee. The Sponsor does not haveaccess to individual account information.
PORTFOLIO ADMINISTRATION
Portfolio Administration. The Portfolio is not amanaged fund and, except as provided in the TrustAgreement, Securities generally will not be sold orreplaced. The Sponsor may, however, direct thatSecurities be sold in certain limited circumstances toprotect the Portfol io based on advice from theSupervisor. These situations may include events suchas the issuer having defaulted on payment of any of itsoutstanding obligations or the price of a Security hasdeclined to such an extent or other credit factors existso that in the opinion of the Supervisor retention of theSecurity would be detrimental to the Portfolio. If 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 bythe Portfolio, the Sponsor may direct the Trustee tosell the securities or property and distribute theproceeds to Unitholders or to accept the securities orproperty for deposit in the Portfolio. Should any
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contract for the purchase of any of the Securities fail,the Sponsor will (unless substantially all of the moneysheld in the Portfol io to cover the purchase arereinvested in substitute Securities in accordance withthe Trust Agreement) refund the cash and salescharge attr ibutable to the fai led contract to al lUnitholders on or before the next Distribution Date.
The Sponsor may direct the reinvestment ofproceeds of the sale of Securities if the sale is thedirect result of serious adverse credit factors which, inthe opinion of the Sponsor, would make retention ofthe Securities detrimental to the Portfolio. In such acase, the Sponsor may, but is not obligated to, directthe reinvestment of sale proceeds in any othersecurities that meet the criteria for inclusion in thePortfolio on the Initial Date of Deposit. The Sponsormay also instruct the Trustee to take action necessaryto ensure that the Portfolio continues to satisfy thequalifications of a regulated investment company andto avoid imposition of tax on undistributed income ofthe Portfolio.
When your Portfolio sells Securities, the compositionand diversity of the Securities in the Portfolio may bealtered. In order to obtain the best price for thePortfolio, it may be necessary for the Supervisor tospecify minimum amounts (generally 100 shares) inwhich blocks of Securities 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 priceon the sale date on the exchange where the Securitiesare principally traded, as certified by the Sponsor.
Amendment of the Trust Agreement. The Trusteeand the Sponsor may amend the Trust Agreementwithout the consent of Unitholders to correct any
provision which may be defective or to make otherprovisions that will not materially adversely affectUnitholders (as determined in good faith by the Sponsorand the Trustee). The Trust Agreement may not beamended to increase the number of Units or permitacquisition of securities in addition to or substitution forthe Securities (except as provided in the Trust Agreement).The Trustee will notify Unitholders of any 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. The Portfolio may beterminated at any time with consent of Unitholdersrepresenting two-thirds of the outstanding Units or by theTrustee when the value of the Portfolio is less than$500,000 ($3,000,000 if the value of the Portfolio hasexceeded $15,000,000) (the “Minimum TerminationValue”). The Portfolio will be liquidated by the Trustee inthe event that a sufficient number of Units of your Portfolionot yet sold are tendered for redemption by the Sponsor,so that the net worth of your Portfolio would be reducedto less than 40% of the value of the Securities at the timethey were deposited in your Portfolio. If your Portfolio isliquidated because of the redemption of unsold Units bythe Sponsor, the Sponsor will refund to each purchaser ofUnits the entire sales charge paid by such purchaser. TheTrustee may begin to sell Securities in connection withyour Portfolio termination nine business days before, andno later than, the Mandatory Termination Date. QualifiedUnitholders may elect an in kind distribution of Securities,provided that Unitholders may not request an in kinddistribution of Securities within 30 calendar days of yourPortfolio’s termination. Any in kind distribution of Securitieswill be made in the manner and subject to the restrictionsdescribed under “Rights of Unitholders--Redemption ofUnits”, provided that, in connection with an in kinddistribution election more than 30 calendar days prior totermination, Unitholders tendering 1,000 or more Units ofyour Portfolio (or such higher amount as may be requiredby your broker-dealer or selling agent) may request an inkind distribution of Securities equal to the RedemptionPrice per Unit on the date of tender. Unitholders willreceive a final cash distribution within a reasonable timeafter the Mandatory Termination Date. All distributions will
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be net of your Portfolio’s expenses and costs. Unitholderswill receive a final distribution statement followingtermination. The Information Supplement contains furtherinformation regarding termination of the Portfolio. See“Additional Information”.
Limitations on Liabilities. The Sponsor,Supervisor and Trustee are under no liability for takingany action or for refraining from taking any action in goodfaith pursuant to the Trust Agreement, or for errors injudgment, but shall be liable only for their own willfulmisfeasance, bad faith or gross negligence (negligence inthe case of the Trustee) in the performance of their dutiesor by reason of their reckless disregard of theirobligations and duties hereunder. The Trustee is not liablefor depreciation or loss incurred by reason of the sale bythe Trustee of any of the Securities. In the event of thefailure of the Sponsor to act under the Trust Agreement,the Trustee may act thereunder and is not liable for anyaction taken by it in good faith under the TrustAgreement. The Trustee is not liable for any taxes orother governmental charges imposed on the Securities,on it as Trustee under the Trust Agreement or on thePortfolio which the Trustee may be required to pay underany present or future law of the United States of Americaor of any other taxing authority having jurisdiction. Inaddition, the Trust Agreement contains other customaryprovisions limiting the liability of the Trustee. The Sponsorand Supervisor may rely on any evaluation furnished bythe Trustee and have no responsibility for the accuracythereof. Determinations by the Trustee shall be made ingood faith upon the basis of the best informationavailable to it.
Sponsor. Invesco Capital Markets, Inc. is theSponsor of your Portfolio. The Sponsor is a whollyowned subsidiary of Invesco Advisers, Inc. (“InvescoAdvisers”). Invesco Advisers is an indirect wholly ownedsubsidiary of Invesco Ltd., a leading independent globalinvestment manager that provides a wide range ofinvestment strategies and vehicles to its retai l,institutional and high net worth clients around the globe.The Sponsor’s principal office is located at 11 GreenwayPlaza, Houston, Texas 77046-1173. As of March 31,2017, the total stockholders’ equity of Invesco CapitalMarkets, Inc. was $98,932,003.85 (unaudited). The
current assets under management and supervision byInvesco Ltd. and its aff i l iates were valued atapproximately $834.8 billion as of March 31, 2017.
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 ) appoint a successor Sponsor at rates ofcompensation deemed by the Trustee to be reasonableand not exceeding amounts prescribed by the SEC, (ii) terminate the Trust Agreement and liquidate thePortfolio as provided therein or (iii) continue to act asTrustee without terminating the Trust Agreement.
Trustee. The Trustee is The Bank of New YorkMellon, a trust company organized under the laws ofNew York. The Bank of New York Mellon has itsprincipal unit investment trust division offices at 2 Hanson Place, 12th Floor, Brooklyn, New York11217, (800) 856-8487. I f you have quest ionsregarding your account or your Portfolio, pleasecontact the Trustee at its principal unit investment trustdivision offices or your financial adviser. The Sponsordoes not have access to indiv idual accountinformation. The Bank of New York Mellon is subject tosupervision and examination by the Superintendent ofBanks of the State of New York and the Board ofGovernors of the Federal Reserve System, and itsdeposits are insured by the Federal Deposit InsuranceCorporation to the extent permitted by law. Additionalinformation regarding the Trustee is set forth in theInformation Supplement, including the Trustee’squalifications and duties, its ability to resign, the effectof a merger involving the Trustee and the Sponsor’sabi l i ty to remove and replace the Trustee. See“Additional Information”.
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TAXATION
This section summarizes some of the principal U.S.federal income tax consequences of owning Units of thePortfolio as of the date of this prospectus. Tax laws andinterpretations are subject to change, possibly withretroactive effect, and this summary does not describeall of the tax consequences to all taxpayers. Forexample, this summary generally does not describeyour situation if you are a corporation, a non-U.S.person, a broker/dealer, a tax-exempt entity, financialinstitution, person who marks to market their Units orother investor with special circumstances. In addition,this section does not describe your alternativeminimum, state, local or foreign tax consequences ofinvesting in the Portfolio.
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 the 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 to you. After the end of each year, you willreceive a tax statement reporting your Portfolio’sdistributions, including the amounts of ordinary incomedistributions and capital gains dividends. Your Portfoliomay make taxable distributions to you even in periodsduring which the value of your Units has declined.Ordinary income distributions are generally taxed at yourfederal tax rate for ordinary income, however, as further
discussed below, certain ordinary income distributionsreceived from your Portfolio may be taxed, under currentfederal law, at the capital gains tax rates. Certainordinary income dividends on Units that are attributableto qualifying dividends received by your Portfolio fromcertain corporations may be reported by the Portfolio asbeing eligible for the dividends received deduction forcorporate Unitholders provided certain holding periodrequirements are met. Income from the Portfolio andgains on the sale of your Units may also be subject to a3.8% federal tax imposed generally on net investmentincome if your adjusted gross income exceeds certainthreshold amounts, which 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 will treatall capital gains dividends as long-term capital gainsregardless of how long you have owned your Units. Thetax status of your distributions from your Portfolio is notaffected by whether you reinvest your distributions inadditional Units or receive them in cash. The incomefrom your Portfolio that you must take into account forfederal income tax purposes is not reduced by amountsused to pay a deferred sales charge, if any. The tax lawsmay require you to treat certain distributions made toyou in January as if you had received them on December31 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 in thetransaction. Your initial tax basis in your Units isgenerally equal to the cost of your Units, generallyincluding sales charges. In some cases, however, you
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may have to adjust your tax basis after you purchaseyour Units.
Capital Gains and Losses and Certain OrdinaryIncome Dividends. Net capital gain equals net long-term capital gain minus net short-term capital loss forthe taxable year. Capital gain or loss is long-term if theholding period for the asset is more than one year and isshort-term if the holding period for the asset is one yearor less. You must exclude the date you purchase yourUnits to determine your holding period. However, if youreceive a capital gain dividend from your Portfolio andsell your Units at a loss after holding it for six months orless, the loss will be recharacterized as long-term capitalloss to the extent of the capital gain dividend received.The tax rates for capital gains realized from assets heldfor one year or less are generally the same as forordinary income.
In certain circumstances, ordinary income dividendsreceived by an individual Unitholder from a regulatedinvestment company such as the Portfolio may be taxedat the same federal rates that apply to net capital gain(as discussed above), provided certain holding periodrequirements are satisfied and provided the dividendsare attributable to qualified dividend income received bythe Portfolio itself. Your Portfolio will provide notice to itsUnitholders of the amount of any distribution which maybe taken into account as qualified dividend incomewhich is eligible for the capital gains tax rates. There isno requirement that tax consequences be taken intoaccount in administering 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 rules.
Rollovers and Exchanges. If you elect to haveyour proceeds from your Portfolio rolled over into a futuretrust, it would generally be considered a sale for federalincome tax purposes and any gain on the sale will be
treated as a capital gain, and, in general, any loss will betreated as a capital loss. However, any loss realized on asale or exchange will be disallowed to the extent thatUnits disposed of are replaced (including throughreinvestment of dividends) within a period of 61 daysbeginning 30 days before and ending 30 days afterdisposition of Units or to the extent that the Unitholder,during such period, acquires or enters into an option orcontract to acquire, substantially identical stock orsecurities. In such a case, the basis of the Units acquiredwill be adjusted to reflect the disallowed loss.
Deductibility of Portfolio Expenses. Expensesincurred and deducted by your Portfolio will generally notbe treated as income taxable to you. In some cases,however, you may be required to treat your portion ofthese Portfolio expenses as income. In these cases youmay be able to take a deduction for these expenses.However, certain miscellaneous itemized deductions,such as investment expenses, may be deducted byindividuals only to the extent that all of these deductionsexceed 2% of the individual’s adjusted gross income.Such deductions may be subject to limitation fortaxpayers whose income exceeds certain levels.
Foreign Investors. If you are a foreign investor(i.e., an investor other than a U.S. citizen or resident ora U.S. corporation, partnership, estate or trust),general ly, subject to appl icable tax treat ies,distr ibut ions to you from the Portfol io wi l l becharacterized as dividends for federal income taxpurposes (other than dividends that the Portfolioreports as capital gain dividends) and will be subject toU.S. income taxes, including withholding taxes, subjectto certain exceptions described below. You may beeligible under certain income tax treaties for a reductionin withholding rates. However distributions received bya foreign investor from the Portfolio that are properlyreported by the trust as capital gain dividends may notbe subject to U.S. federal income taxes, includingwithholding taxes, provided that the Portfolio makescertain elections and certain other conditions are met.
The Foreign Account Tax Compliance Act(“FATCA”). A 30% withholding tax on your Portfolio’sdistributions, including capital gains distributions, and ongross proceeds from the sale or other disposition of Units
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generally applies if paid to a foreign entity unless: (i) if theforeign entity is a “foreign financial institution” as definedunder FATCA, the foreign entity undertakes certain duediligence, reporting, withholding, and certificationobligations, (ii) if the foreign entity is not a “foreign financialinstitution,” it identifies certain of its U.S. investors or (iii)the foreign entity is otherwise excepted under FATCA. Ifrequired under the rules above and subject to theapplicability of any intergovernmental agreementsbetween the United States and the relevant foreigncountry, withholding under FATCA applies: (i) with respectto distributions from your Portfolio and (ii) with respect tocertain capital gains distributions and gross proceedsfrom a sale or disposition of Units that occur on or afterJanuary 1, 2019. If withholding is required under FATCAon a payment related to your Units, investors thatotherwise would not be subject to withholding (or thatotherwise would be entitled to a reduced rate ofwithholding) on such payment generally will be requiredto seek a refund or credit from the IRS to obtain thebenefit of such exemption or reduction. Your Portfolio willnot pay any additional amounts in respect of amountswithheld under FATCA. You should consult your taxadvisor regarding the effect of FATCA based on yourindividual circumstances.
Foreign Tax Credit. If the Portfolio invests in anyforeign securities, the tax statement that you receivemay include an item showing foreign taxes the Portfoliopaid to other countries. In this case, dividends taxed toyou will include your share of the taxes the Portfolio paidto other countries. You may be able to deduct orreceive a tax credit for your share of these taxes if thePortfolio meets certain requirements for passing throughsuch deductions or credits to you.
Backup Withholding. By law, your Portfolio mustwithhold as backup withholding a percentage (currently28%) 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 Portfolio willgenerally accrue on a daily basis. Portfolio operating feesand expenses are generally paid out of the IncomeAccount to the extent funds are available, and then fromthe Capital Account. The deferred sales charge, creationand development fee and organization costs are generallypaid out of the Capital Account of your Portfolio. It isexpected that Securities will be sold to pay these amountswhich will result in capital gains or losses to Unitholders.See “Taxation”. These sales will reduce future incomedistributions. The Sponsor’s, Supervisor’s and Trustee’sfees may be increased without approval of the Unitholdersby amounts not exceeding proportionate increases underthe category “Services Less Rent of Shelter” in theConsumer Price Index for All Urban Consumers or, if thiscategory is not published, in a comparable category.
Organization Costs. You and the other Unitholderswill bear all or a portion of the organization costs andcharges incurred in connection with the establishment ofyour Portfolio. These costs and charges will include thecost of the preparation, printing and execution of the trustagreement, registration statement and other documentsrelating to your Portfolio, federal and state registration feesand costs, the initial fees and expenses of the Trustee,and legal and auditing expenses. The Public Offering Priceof Units 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 Sponsor willreceive a fee from your Portfolio for creating anddeveloping the Portfolio, including determining thePortfolio’s objectives, policies, composition and size,selecting service providers and information services andfor providing other similar administrative and ministerialfunctions. The creation and development fee is a chargeof $0.05 per Unit. The Trustee will deduct this amountfrom your Portfolio’s assets as of the close of the initialoffering period. No portion of this fee is applied to thepayment of distribution expenses or as compensation forsales efforts. This fee will not be deducted from proceedsreceived upon a repurchase, redemption or exchange ofUnits before the close of the initial public offering period.
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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. TheSponsor and the Supervisor, which is an affiliate of theSponsor, 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 all Invescounit investment trusts in any calendar year exceed theaggregate cost of providing these services in 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 Trusteefor any loss, l iabil ity or expenses incurred in theadministration of the Portfolio without negligence, badfaith or wilful misconduct on its part, (g) foreign custodialand transaction fees (which may include compensationpaid to the Trustee or its subsidiaries or affiliates),(h) costs associated with liquidating the securities heldin the Portfolio, (i) any offering costs incurred after theend of the initial offering period and (j) expendituresincurred in contacting Unitholders upon termination ofthe Portfolio. The Portfolio may pay the expenses ofupdating its registration statement each year.
OTHER MATTERS
Legal Opinions. The legality of the Units offeredhereby has been passed upon by Paul Hastings LLP.Dorsey & Whitney LLP has acted as counsel to theTrustee.
Independent Registered Public AccountingFirm. The statement of condition and the relatedportfol io included in this prospectus have beenaudi ted 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 of 1933and the Investment Company Act of 1940 (file no.811-2754). The Information Supplement, which has beenfiled with the SEC and is incorporated herein byreference, includes more detailed information concerningthe Securities, investment risks and general informationabout the Portfolio. Information about your Portfolio(including the Information Supplement) can be reviewedand copied at the SEC’s Public Reference Room inWashington, DC. You may obtain information about thePublic Reference Room by calling 1-202-551-8090.Reports and other information about your Portfolio areavailable on the EDGAR Database on the SEC’s Internetsite at http://www.sec.gov. Copies of this informationmay be obtained, after paying a duplication fee, byelectronic request at the following e-mail address:[email protected] or by writing the SEC’s PublicReference Section, Washington, DC 20549-0102.
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TABLE OF CONTENTS
Title Page
ESG Opportunity Portfolio.................................. 2Notes to Portfolio............................................... 7Report of Independent Registered
Public Accounting Firm .................................. 8Statement of Condition ..................................... 9The Portfolio ...................................................... A-1Objective and Securities Selection ..................... A-2Risk Factors....................................................... A-2Public Offering ................................................... A-7Retirement Accounts ......................................... A-11Fee Accounts .................................................... A-11Rights of Unitholders ......................................... A-12Portfolio Administration ...................................... A-15Taxation ............................................................. A-18Portfolio Operating Expenses............................. A-20Other Matters .................................................... A-21Additional Information ........................................ A-21
______________When Units of the Portfolio are no longer available thisprospectus may be used as a preliminary prospectus for afuture Portfolio. If this prospectus is used for future Portfoliosyou should note the following:
The information in this prospectus is not complete 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-EMSPRO1809
PROSPECTUS
September 22, 2017
ESG Opportunity Portfolio 2017-4
Please retain this prospectus for future reference.
