dividend sustainability portfolio 2018-2 international ... · the s&p 500 dividend aristocrats...

Dividend Sustainability Portfolio 2018-2

International Dividend Sustainability Portfolio 2018-2

European Dividend Sustainability Portfolio 2018-2

Global Dividend Sustainability Portfolio 2018-2

Each unit investment trust named above (the “Portfolios”), included in Invesco Unit Trusts, Series 1868, invests ina portfolio of stocks. Of course, we cannot guarantee that a Portfolio will achieve its objective.

May 1, 2018

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 above average capital appreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolio ofstocks derived from the S&P 500 Dividend AristocratsIndex. The S&P 500 Dividend Aristocrats Index consistsof stocks of those companies in the S&P 500 Index thathave increased their actual dividend payments in each ofthe last 25 years. Invesco Capital Markets, Inc., theSponsor, selects the stocks for the Portfolio from amongthe S&P 500 Dividend Aristocrats Index component listas most recently made available to the Sponsor prior tothe Initial Date of Deposit.

The Portfolio will consist of companies from the S&P500 Dividend Aristocrats Index that have attractive“dividend coverage”, and if rated, a domestic S&PCapital IQ Quality Rank of B or better and an S&P CreditRating of BBB or better. Dividend Coverage is calculatedby Standard & Poor’s Investment Advisory Services LLC(“SPIAS”) using a proprietary cash-flow, sector-specificmethodology and is licensed for use by the Sponsor andthe Portfolio.

Beginning with the S&P 500 Dividend AristocratsIndex, the Sponsor selects the composition of thePortfolio by: (1) eliminating companies with a share pricebelow $5 at time of selection; (2) eliminating companieswith an S&P Credit Rating below BBB and companieswith an S&P Capital IQ Quality Ranking below B(companies which do not have a domestic S&P CapitalIQ Quality Rank or an S&P Credit Rating may beincluded); (3) further selecting companies based onfactors including market capitalization, earnings over theprevious 12 months, debt-to-equity, and cash andequivalents; and (4) ranking the remaining companies bySPIAS’ dividend coverage metric.

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

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

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

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

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

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

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

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

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

2

Dividend Sustainability Portfolio

expenses. The Portfolio is not intended toreplicate the performance of the index.

• The Portfol io is concentrated insecurities issued by companies in theconsumer discretionary and consumerstaples sectors. Negative developments inthese sectors will affect the value of yourinvestment more than would be the case in amore diversified investment.

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

3

4

Fee Table

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

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

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

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

Estimated Organization Costs 0.133% $1.290 ______ ______ ______ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.209% $2.037Supervisory, bookkeeping

and administrative fees 0.057 0.550 ______ ______

Total 0.266% $2.587* ______ ______ ______ ______

Example

This example helps you compare the cost of the Portfolio with otherunit trusts and mutual funds. In the example we assume that the expensesdo not change and that the Portfolio’s annual return is 5%. Your actualreturns and expenses will vary. This example also assumes that youcontinue to follow the Portfolio strategy and roll your investment, includingall distributions, into a new trust every two years subject to a sales chargeof 2.75%. Based on these assumptions, you would pay the followingexpenses for every $10,000 you invest in the Portfolio:

1 year $ 3143 years 6745 years 1,05810 years 1,937

* The estimated annual expenses are based upon the estimated trust sizefor the Portfolio determined as of the initial date of deposit. Becausecertain of the operating expenses are fixed amounts, if the Portfolio doesnot reach the estimated size, or if the value of the Portfolio or number ofoutstanding units decline over the life of the trust, or if the actual amountof the operating expenses exceeds the estimated amounts, the actualamount of the operating expenses per 100 units would exceed theestimated amounts. In some cases, the actual amount of operatingexpenses may substantially differ from the amounts reflected above.

The maximum sales charge is 2.75% of the Public Offering Priceper Unit. There is no initial sales charge at a Public Offering Price of $10or less. If the Public Offering Price exceeds $10 per Unit, the initial salescharge is the difference between the total sales charge (maximum of2.75% of the Public Offering Price) and the sum of the remainingdeferred sales charge and the creation and development fee. Thedeferred sales charge is fixed at $0.225 per Unit and accrues daily fromAugust 10, 2018 through January 9, 2019. Your Portfolio pays aproportionate amount of this charge on the 10th day of each monthbeginning in the accrual period until paid in full. The combination of theinitial and deferred sales charges comprises the “transactional salescharge”. The creation and development fee is fixed at $0.05 per Unit andis paid at the earlier of the end of the initial offering period (anticipated tobe three months) or six months following the Initial Date of Deposit. Formore detail, see “Public Offering Price - General.”

Essential Information

Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit May 1, 2018Mandatory Termination Date May 6, 2020Estimated Net Annual Income1 $0.22366 per UnitEstimated Initial Distribution1 $0.06 per UnitRecord Dates 10th day of each September, December, March and June, commencing September 10, 2018

Distribution Dates 25th day of each September, December, March and June, commencing September 25, 2018CUSIP Numbers Cash – 46141B306 Reinvest – 46141B314 Fee Based Cash – 46141B322 Fee Based Reinvest – 46141B330

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.”

5


Portfolio____________________________________________________________________________________________________________ Current Cost ofNumber Market Value Dividend Securities toof Shares Name of Issuer (1) per Share (2) Yield (3) Portfolio (2) __________ ___________________________________ _______________ ___________ _____________

Consumer Discretionary - 12.09% 71 Lowe's Companies, Inc. $ 82.430 1.99% $ 5,852.53 36 McDonald's Corporation 167.440 2.41 6,027.84 73 V.F. Corporation 80.870 2.28 5,903.51 Consumer Staples - 20.10%

138 Coca-Cola Company 43.210 3.61 5,962.98 58 PepsiCo, Inc. 100.940 3.19 5,854.52 82 Procter & Gamble Company 72.340 3.97 5,931.88 89 Walgreens Boots Alliance, Inc. 66.450 2.41 5,914.05 67 Walmart, Inc. 88.460 2.35 5,926.82 Energy - 4.00% 47 Chevron Corporation 125.110 3.58 5,880.17 Financials - 12.02%

130 Aflac, Inc. 45.570 2.28 5,924.10 31 S&P Global, Inc. 188.600 1.06 5,846.60 52 T. Rowe Price Group, Inc. 113.820 2.46 5,918.64 Health Care - 15.89%

101 Abbott Laboratories 58.130 1.93 5,871.13 61 AbbVie, Inc. 96.550 3.98 5,889.55 25 Becton, Dickinson and Company 231.870 1.29 5,796.75 46 Johnson & Johnson 126.490 2.85 5,818.54 Industrials - 15.89% 30 3M Company 194.390 2.80 5,831.70 89 Emerson Electric Company 66.410 2.92 5,910.49 29 General Dynamics Corporation 201.310 1.85 5,837.99 41 Stanley Black & Decker, Inc. 141.590 1.78 5,805.19 Information Technology - 4.01% 50 Automatic Data Processing, Inc. 118.080 2.34 5,904.00 Materials - 12.00% 36 Air Products and Chemicals, Inc. 162.290 2.71 5,842.44 56 PPG Industries, Inc. 105.880 1.70 5,929.28 16 Sherwin-Williams Company 367.660 0.94 5,882.56 Telecommunication Services - 4.00%

180 AT&T, Inc. 32.700 6.12 5,886.00_________ ____________ 1,634 $ 147,149.26__________ ______________________ ____________

See “Notes to Portfolios”.


Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolioof international stocks and American DepositaryReceipts (“ADRs”) with a history of increasing dividenddistributions. Invesco Capital Markets, Inc., theSponsor, only considered companies with a Standard& Poor’s debt rating of “BBB-” or higher and aminimum share price of $5 (USD) at the time ofselection. Companies considered for inclusion in thePortfolio must have recent dividend per share growthand must meet certain market capitalization andliquidity requirements.

The Sponsor selected the final portfolio through ananalysis of numerous factors including forward earningsand cash-flow projections, recent earnings and free-cash-flow growth, debt-to-equity levels, and peergroup analysis. No more than 50% of the Portfolio willbe invested in any one particular country, and aminimum of 5 countries will be represented in thePortfolio at the time of selection.

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

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





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

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

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

6

International Dividend Sustainability Portfolio

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

7

Fee Table








Total 0.222% $2.155* ______ ______ ______ ______

Example









8

9

International Dividend Sustainability Portfolio 2018-2


Canada - 30.77% 73 Canadian National Railway Company $ 77.280 1.56% $ 5,641.44 190 Enbridge, Inc. 30.270 5.86 5,751.30 96 Magna International, Inc. 59.000 1.90 5,664.00 149 Suncor Energy, Inc. 38.230 2.48 5,696.27 159 TELUS Corporation 35.790 3.70 5,690.61 142 Thomson Reuters Corporation 40.220 2.92 5,711.24 101 Toronto-Dominion Bank 56.150 3.19 5,671.15 135 TransCanada Corporation 42.450 4.29 5,730.75 Denmark - 3.83%

121 Novo Nordisk A/S - ADR 46.940 1.99 5,679.74 France - 3.82%

144 Sanofi - ADR 39.320 3.31 5,662.08 Germany - 7.67%

219 BASF SE - ADR 26.050 2.67 5,704.95 51 SAP SE - ADR 110.830 1.15 5,652.33 Ireland - 3.88% 38 Accenture plc - CL A 151.200 1.76 5,745.60 Japan - 3.87%

121 Nippon Telegraph and Telephone Corporation - ADR 47.320 2.14 5,725.72 Switzerland - 19.23% 42 Chubb, Ltd. 135.670 2.09 5,698.14 74 Nestle S.A. - ADR 77.360 2.12 5,724.64 74 Novartis AG - ADR 76.690 2.49 5,675.06 205 Roche Holding AG - ADR 27.800 2.60 5,699.00 62 TE Connectivity, Ltd. 91.750 1.74 5,688.50 Taiwan - 3.84%

148 Taiwan Semiconductor Manufacturing Company, Ltd. - ADR 38.450 2.40 5,690.60 United Kingdom - 23.09%

167 BAE Systems plc - ADR 34.200 3.39 5,711.40 104 British American Tobacco plc - ADR 54.620 4.94 5,680.48 262 Compass Group plc - ADR 21.830 1.94 5,719.46 40 Diageo plc - ADR 141.960 2.39 5,678.40 85 Pentair plc (4) 67.280 2.08 5,718.80 111 Prudential plc - ADR 51.320 2.53 5,696.52__________ ____________ 3,113 $ 148,108.18__________ ______________________ ____________



Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolio ofstocks and American Depositary Receipts (“ADRs”) ofcompanies selected by the Sponsor, Invesco CapitalMarkets, Inc., from the S&P Europe 350 DividendAristocrats Index. The S&P Europe 350 DividendAristocrats Index consists of stocks of those companiesin the S&P Europe 350 Index that have increased theiractual dividend payments in each of the last 10 years.The Sponsor selects the stocks for the Portfolio fromamong the S&P Europe 350 Dividend Aristocrats Indexcomponent list as most recently made available to theSponsor prior to the Initial Date of Deposit.

The Portfolio will consist of companies from theS&P Europe 350 Dividend Aristocrats Index that haverecent dividend per share growth and which meetcertain market capitalization and liquidity requirements.The Sponsor selected the final portfolio through ananalysis of numerous factors including forwardearnings and cash-flow projections, recent earningsand free-cash-flow growth, debt-to-equity levels andpeer group analysis.

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

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





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


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

• The Portfolio is concentrated insecurities issued by companies in theconsumer discretionary and consumer

10

European Dividend Sustainability Portfolio

staples sectors. Negative developments inthese sectors will affect the value of yourinvestment more than would be the case in amore diversified investment.

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

11

12

Fee Table








Total 1.146% $11.089* ______ ______ ______ ______

Example


1 year $ 4363 years 1,0025 years 1,59210 years 2,980




Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit May 1, 2018Mandatory Termination Date May 6, 2020Estimated Net Annual Income1 $0.11712 per UnitRecord Dates 10th day of each September, December, March and June, commencing September 10, 2018



13



Belgium - 3.95% 51 Groupe Bruxelles Lambert S.A. $ 114.7519 2.31% $ 5,852.34 Denmark - 3.96%

125 Novo Nordisk A/S - ADR 46.9400 1.99 5,867.50 France - 16.08% 44 Essilor International S.A. 137.1204 0.95 6,033.30 9 Hermes International 649.1568 0.54 5,842.41 25 L'Oreal S.A. 241.7270 1.25 6,043.17 150 Sanofi - ADR 39.3200 3.31 5,898.00 Germany - 3.99%

117 Fresenius Medical Care AG & Company - ADR 50.5700 0.77 5,916.69 Ireland - 3.95% 57 Kerry Group plc - CL A 102.3370 0.59 5,833.21 Netherlands - 8.07%

104 Unilever NV 57.5517 2.62 5,985.38 110 Wolters Kluwer NV 54.3204 1.61 5,975.24 Spain - 4.02%

204 Enagas S.A. 29.1791 4.91 5,952.54 Switzerland - 12.04% 77 Nestle S.A. - ADR 77.3600 2.12 5,956.72 77 Novartis AG - ADR 76.6900 2.49 5,905.13 215 Roche Holding AG - ADR 27.8000 2.60 5,977.00 United Kingdom - 43.94%

210 Ashtead Group plc 27.8091 1.40 5,839.90 173 BAE Systems plc - ADR 34.2000 3.39 5,916.60 107 British American Tobacco plc - ADR 54.6200 4.94 5,844.34 205 Bunzl plc 29.0345 2.18 5,952.07 273 Compass Group plc - ADR 21.8300 1.94 5,959.59 42 Diageo plc - ADR 141.9600 2.39 5,962.32 88 Intertek Group plc 67.3312 1.46 5,925.15 131 Johnson Matthey plc 45.2535 2.32 5,928.21 115 Prudential plc - ADR 51.3200 2.53 5,901.80 306 SSE plc - ADR 19.3000 6.32 5,905.80 101 Whitbread plc 58.9141 2.28 5,950.33__________ ____________ 3,116 $ 148,124.74__________ ______________________ ____________



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

The Dividend Sustainability Strategy selects stocksderived from the S&P 500 Dividend Aristocrats Index.The S&P 500 Dividend Aristocrats Index consists ofstocks of those companies in the S&P 500 Index thathave increased their actual dividend payments in each ofthe last 25 years. The Sponsor selects the stocks for thisportion of the Portfolio from among the S&P 500Dividend Aristocrats Index component list as mostrecently made available to the Sponsor prior to the InitialDate of Deposit.

This portion of the Portfolio will consist of companiesfrom the S&P 500 Dividend Aristocrats Index that haveattractive “dividend coverage”, and if rated, a domesticS&P Capital IQ Quality Rank of B or better and an S&PCredit Rating of BBB or better. Dividend Coverage iscalculated by Standard & Poor's Investment AdvisoryServices LLC ("SPIAS") using a proprietary cash-flow,sector-specific methodology and is licensed for use bythe Sponsor and the Portfolio.

Beginning with the S&P 500 Dividend AristocratsIndex, the Sponsor selects the composition of thisportion of the Portfolio by: (1) eliminating companieswith a share price below $5 at the time of selection; (2)eliminating companies with a domestic S&P Capital IQQuality Rank or an S&P Credit Rating below “BBB” andcompanies with an S&P Capital IQ Quality Rankingbelow “B” (companies which do not have an S&P CreditRating may be included); (3) further selecting companiesbased on factors including market capitalization,

earnings over the previous 12 months, debt-to-equity,and cash and equivalents; and (4) ranking the remainingcompanies by SPIAS’ dividend coverage metric.

The International Dividend Sustainability Strategyselects international stocks and American DepositaryReceipts (“ADRs”) with a history of increasing dividenddistributions. Only companies with a Standard & Poor'sdebt rating of "BBB-" or higher and a minimum shareprice of $5 (USD) at the time of selection wereconsidered for this portion of the Portfolio. Companiesconsidered for inclusion in this portion the Portfolio musthave recent dividend per share growth and must meetcertain market capitalization and liquidity requirements.

The Sponsor made the final selection for thisport ion of the Portfol io through an analysis ofnumerous factors including forward earnings andcash-flow projections, recent earnings and freecash-flow growth, debt-to-equity levels, and peergroup analysis. No more than 50% of this portion ofthe Portfol io wi l l be invested in one part icularcountry, and a minimum of 5 countries wil l berepresented in this portion of the Portfolio at the timeof selection.

The European Dividend Sustainability Strategy selectsstocks and ADRs of companies derived from the S&PEurope 350 Dividend Aristocrats Index. The S&P Europe350 Dividend Aristocrats Index consists of stocks ofthose companies in the S&P Europe 350 Index that haveincreased their actual dividend payments each of the last10 years. The Sponsor selects the stocks for this portionof the Portfolio from among the S&P Europe 350Dividend Aristocrats Index component list as mostrecently made available to the Sponsor prior to the InitialDate of Deposit.

This portion of the Portfolio will consist of companiesfrom the S&P Europe 350 Dividend Aristocrats Index thathave recent dividend per share growth and which meetcertain market capitalization and liquidity requirements.The Sponsor made the final selection for this portion ofthe Portfolio through an analysis of numerous factorsincluding forward earnings and cash-flow projections,

14

Global Dividend Sustainability Portfolio

recent earnings and free-cash-flow growth, debt-to-equity levels and peer group analysis.

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

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

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




• You could experience dilution of yourinvestment if the size of the Portfoliois increased as Units are sold. There isno assurance that your investment wi l l

mainta in i ts proport ionate share in thePortfolio’s profits and losses.


• The Portfolio is concentrated in securitiesissued by companies in the consumerdiscretionary and consumer staplessectors. Negative developments in thesesectors will affect the value of your investmentmore than would be the case in a more diversifiedinvestment.

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

15

16

Fee Table








Total 0.817% $7.904* ______ ______ ______ ______

Example









17



Consumer Discretionary - 11.28%+ 180 Compass Group plc - ADR $ 21.8300 1.94% $ 3,929.40 + 3 Hermes International 649.1568 0.54 1,947.47 71 Lowe's Companies, Inc. 82.4300 1.99 5,852.53+ 32 Magna International, Inc. 59.0000 1.90 1,888.00 38 McDonald's Corporation 167.4400 2.41 6,362.72 75 V.F. Corporation 80.8700 2.28 6,065.25+ 34 Whitbread plc 58.9141 2.28 2,003.08 Consumer Staples - 19.14%

+ 71 British American Tobacco plc - ADR 54.6200 4.94 3,878.02 139 Coca-Cola Company 43.2100 3.61 6,006.19+ 28 Diageo plc - ADR 141.9600 2.39 3,974.88 + 19 Kerry Group plc - CL A 102.3370 0.59 1,944.40+ 8 L'Oreal S.A. 241.7270 1.25 1,933.82+ 51 Nestle S.A. - ADR 77.3600 2.12 3,945.36 59 PepsiCo, Inc. 100.9400 3.19 5,955.46 82 Procter & Gamble Company 72.3400 3.97 5,931.88+ 35 Unilever NV 57.5517 2.62 2,014.31 89 Walgreens Boots Alliance, Inc. 66.4500 2.41 5,914.05 69 Walmart, Inc. 88.4600 2.35 6,103.74 Energy - 5.52% 47 Chevron Corporation 125.1100 3.58 5,880.17+ 69 Enagas S.A. 29.1791 4.91 2,013.36+ 65 Enbridge, Inc. 30.2700 5.86 1,967.55+ 51 Suncor Energy, Inc. 38.2300 2.48 1,949.73+ 45 TransCanada Corporation 42.4500 4.29 1,910.25 Financials - 11.91%

131 Aflac, Inc. 45.5700 2.28 5,969.67+ 14 Chubb, Ltd. 135.6700 2.09 1,899.38+ 17 Groupe Bruxelles Lambert S.A. 114.7519 2.31 1,950.78+ 76 Prudential plc - ADR 51.3200 2.53 3,900.32 32 S&P Global, Inc. 188.6000 1.06 6,035.20 53 T. Rowe Price Group, Inc. 113.8200 2.46 6,032.46+ 48 Thomson Reuters Corporation 40.2200 2.92 1,930.56+ 34 Toronto-Dominion Bank 56.1500 3.19 1,909.10

18


Portfolio (continued)____________________________________________________________________________________________________________ Current Cost ofNumber Market Value Dividend Securities toof Shares Name of Issuer (1) per Share (2) Yield (3) Portfolio (2) __________ ___________________________________ _______________ ___________ _____________

Health Care - 17.47% 101 Abbott Laboratories $ 58.1300 1.93% $ 5,871.13 61 AbbVie, Inc. 96.5500 3.98 5,889.55 26 Becton, Dickinson and Company 231.8700 1.29 6,028.62+ 15 Essilor International S.A. 137.1204 0.95 2,056.81+ 39 Fresenius Medical Care AG & Company - ADR 50.5700 0.77 1,972.23 47 Johnson & Johnson 126.4900 2.85 5,945.03+ 51 Novartis AG - ADR 76.6900 2.49 3,911.19 + 83 Novo Nordisk A/S - ADR 46.9400 1.99 3,896.02 + 142 Roche Holding AG - ADR 27.8000 2.60 3,947.60 + 100 Sanofi - ADR 39.3200 3.31 3,932.00 Industrials - 15.83% 31 3M Company 194.3900 2.80 6,026.09+ 71 Ashtead Group plc 27.8091 1.40 1,974.44+ 114 BAE Systems plc - ADR 34.2000 3.39 3,898.80 + 69 Bunzl plc 29.0345 2.18 2,003.38+ 25 Canadian National Railway Company 77.2800 1.56 1,932.00 89 Emerson Electric Company 66.4100 2.92 5,910.49 29 General Dynamics Corporation 201.3100 1.85 5,837.99+ 30 Intertek Group plc 67.3312 1.46 2,019.94+ 29 Pentair plc (4) 67.2800 2.08 1,951.12 41 Stanley Black & Decker, Inc. 141.5900 1.78 5,805.19+ 37 Wolters Kluwer NV 54.3204 1.61 2,009.85 Information Technology - 5.47%

+ 13 Accenture plc - CL A 151.2000 1.76 1,965.60 50 Automatic Data Processing, Inc. 118.0800 2.34 5,904.00+ 17 SAP SE - ADR 110.8300 1.15 1,884.11+ 50 Taiwan Semiconductor Manufacturing Company, Ltd. - ADR 38.4500 2.40 1,922.50+ 21 TE Connectivity, Ltd. 91.7500 1.74 1,926.75 Materials - 8.67% 36 Air Products and Chemicals, Inc. 162.2900 2.71 5,842.44+ 74 BASF SE - ADR 26.0500 2.67 1,927.70+ 44 Johnson Matthey plc 45.2535 2.32 1,991.15 56 PPG Industries, Inc. 105.8800 1.70 5,929.28 16 Sherwin-Williams Company 367.6600 0.94 5,882.56

19


Portfolio (continued)____________________________________________________________________________________________________________ Current Cost ofNumber Market Value Dividend Securities toof Shares Name of Issuer (1) per Share (2) Yield (3) Portfolio (2) __________ ___________________________________ _______________ ___________ _____________

Telecommunication Services - 3.91% 179 AT&T, Inc. $ 32.7000 6.12% $ 5,853.30+ 41 Nippon Telegraph and Telephone Corporation - ADR 47.3200 2.14 1,940.12+ 54 TELUS Corporation 35.7900 3.70 1,932.66 Utilities - 0.80%

+ 103 SSE plc - ADR 19.3000 6.32 1,987.90__________ ____________ 3,749 $ 248,708.63__________ ______________________ ____________


20

Notes to Portfolios

(1) The Securities are initially represented by “regular way” contracts for the performance of which anirrevocable letter of credit has been deposited with the Trustee. Contracts to acquire Securities wereentered into on April 30, 2018 and have settlement dates ranging from of May 2, 2018 through May 3, 2018(see “The Portfolios”).

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

Profit Cost to (Loss) To Sponsor Sponsor ______________ _____________

Dividend Sustainability Portfolio . . . . . . . . . . . . . . . . . . . . . . . . $ 147,190 $ (41)International Dividend Sustainability Portfolio . . . . . . . . . . . . . . $ 148,203 $ (95)European Dividend Sustainability Portfolio . . . . . . . . . . . . . . . . $ 148,654 $ (529)Global Dividend Sustainability Portfolio . . . . . . . . . . . . . . . . . . $ 248,960 $ (251)

“+” 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 theSecurity’s value as of the most recent close of trading on the New York Stock Exchange on the businessday before the Initial Date of Deposit. Generally, estimated annual dividends per share are calculated byannualizing the most recently declared regular dividends or by adding the most recent regular interim andfinal dividends declared and reflect any foreign withholding taxes. In certain cases, this calculation mayconsider several recently declared dividends in order for the Current Dividend Yield to be more reflective ofrecent historical dividend rates.

(4) As the result of a previously announced spinoff, following the close of business on April 30, 2018, thePortfolio will receive one share of nVent ("NVT") for each share of Pentair plc ("PNR") held by the Portfolio.Subsequently, your Portfolio will hold, and continue to purchase, shares of both NVT and PNR..

21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sponsor and Unitholders of Invesco Unit Trusts, Series 1868:

Opinion on the Financial Statements

We have audited the accompanying statements of condition (including the related portfolio schedules) ofDividend Sustainability Portfolio 2018-2; International Dividend Sustainability Portfolio 2018-2; European DividendSustainability Portfolio 2018-2 and Global Dividend Sustainability Portfolio 2018-2 (included in Invesco Unit Trusts,Series 1868 (the “Trust”)) as of May 1, 2018, and the related notes (collectively referred to as the “financialstatements”). In our opinion, the financial statements present fairly, in all material respects, the financial position ofthe Trust as of May 1, 2018, in conformity with accounting principles generally accepted in the United States ofAmerica.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financialstatements, whether due to error or fraud, and performing procedures that respond to those risks. Suchprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in thefinancial statements. Our audits also included evaluating the accounting principles used and significantestimates made by the Sponsor, as well as evaluating the overall presentation of the financial statements. Ourprocedures included confirmation of cash or irrevocable letters of credit deposited for the purchase ofsecurities as shown in the statements of condition as of May 1, 2018 by correspondence with The Bank ofNew York Mellon, Trustee. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

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

New York, New YorkMay 1, 2018

STATEMENTS OF CONDITIONAs of May 1, 2018

International European Global Dividend Dividend Dividend Dividend Sustainability Sustainability Sustainability SustainabilityINVESTMENT IN SECURITIES Portfolio Portfolio Portfolio Portfolio _____________ _____________ _____________ _____________Contracts to purchase Securities (1) . . . . . . . . . . . . . . $ 147,149 $ 148,108 $ 148,125 $ 248,709 _____________ _____________ _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 147,149 $ 148,108 $ 148,125 $ 248,709 _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities-- Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . $ 190 $ 403 $ 741 $ 1,087 Deferred sales charge liability (3) . . . . . . . . . . . . . . 3,311 3,332 3,333 5,596 Creation and development fee liability (4) . . . . . . . 736 741 741 1,244Interest of Unitholders-- Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . 147,149 148,108 148,125 248,709Less: deferred sales charge, creation and development fee and organization costs (2)(4)(5)(6) . . . . . . . . . . . . . . . . . . . . . . . 4,237 4,476 4,815 7,927 _____________ _____________ _____________ _____________ Net interest to Unitholders (5) . . . . . . . . . . . . 142,912 143,632 143,310 240,782 _____________ _____________ _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 147,149 $ 148,108 $ 148,125 $ 248,709 _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,715 14,811 14,813 24,871 _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . $ 9.712 $ 9.698 $ 9.675 $ 9.681 _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________

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

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

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

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

22

A-1

THE PORTFOLIOS

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

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

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

Additional Units of your Portfolio may be issued 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 yourPortfolio, the aggregate value of the Securities will beincreased and the fractional undivided interestrepresented by each Unit may be decreased. TheSponsor may continue to make additional deposits intoyour Portfolio following the Initial Date of Depositprovided that the additional deposits will be in amountswhich will maintain, as nearly as practicable, the same

percentage relationship among the number of shares ofeach Security in the Portfolio that existed immediatelyprior to the subsequent deposit. Investors mayexperience a dilution of their investments and a reductionin their anticipated income because of fluctuations in theprices of the Securities between the time of the depositand the purchase of the Securities and because yourPortfolio will pay the associated brokerage or acquisitionfees. Due to round lot requirements in certain foreignsecurities markets and market value fluctuations, yourPortfolio may not be able to invest in each Security onany subsequent date of deposit in the same proportionas existed on the Initial Date of Deposit or immediatelyprior to the subsequent deposit of Securities. This couldincrease the potential for dilution of investments andvariances in anticipated income. In addition, during theinitial offering of Units it may not be possible to buy aparticular Security due to regulatory or tradingrestrictions, or corporate actions. While such limitationsare in effect, additional Units would be created bypurchasing each of the Securities in your Portfolio thatare not subject to those limitations. This would also resultin the dilution of the investment in any such Security notpurchased and potential variances in anticipated income.Purchases and sales of Securities by your Portfolio mayimpact the value of the Securities. This may especially bethe case during the initial offering of Units, upon Portfoliotermination and in the course of satisfying large Unitredemptions.

Each Unit of your Portfolio initially offered represents anundivided interest in the Portfolio. At the close of the NewYork Stock Exchange on the Initial Date of Deposit, thenumber of Units may be adjusted so that the PublicOffering Price per Unit equals $10. The number of Units,fractional interest of each Unit in your Portfolio and theestimated distributions per Unit will increase or decreaseto the extent of any adjustment. To the extent that anyUnits are redeemed to the Trustee or additional Units areissued as a result of additional Securities being depositedby the Sponsor, the fractional undivided interest in yourPortfolio represented by each unredeemed Unit willincrease or decrease accordingly, although the actualinterest in your Portfolio will remain unchanged. Units willremain outstanding until redeemed upon tender to the

A-2

Trustee by Unitholders, which may include the Sponsor, oruntil the termination of the Trust Agreement.

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

OBJECTIVES AND SECURITIES SELECTION

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

Div idend Susta inabi l i ty Port fo l io and GlobalDividend Sustainability Portfolio. The Sponsor, onbehalf of the Dividend Sustainability Portfolio andGlobal Dividend Sustainability Portfolio, has enteredinto a license agreement with Standard & Poor’sInvestment Advisory Services LLC (“SPIAS”) underwhich the Portfolios are granted a license to usecertain trademarks and tradenames, to the extent theSponsor deems appropriate and desirable underfederal and state securities laws to indicate the indexthat is a source for determining the composition ofthe Portfolios. “Standard & Poor’s”, “S&P”, “DividendAristocrats” and “S&P 500” are registered trademarksof Standard & Poor’s Financial Services LLC and havebeen licensed for use by Invesco Capital Markets, Inc.and the Portfol ios. Al l information provided byStandard & Poor’s F inancia l Serv ices LLC isimpersonal and not tailored to the needs of anyperson, entity or group of persons.

The Portfolios and any other investment fund orother vehicle that is offered by third parties that uses aS&P Indices index or a benchmark or measure ofperformance, bears the S&P mark and/or seeks toprovide an investment return based on the returns ofany S&P Indices’ index are not sponsored, endorsed,sold or promoted by SPIAS and its affiliates. SPIASand its affiliates make no representation, condition or

warranty, express or implied, to the owners of aportfolio or any member of the public regarding theadvisability of investing in securities generally or in aPortfolio particularly or the ability of the S&P 500 Indexor S&P 500 Dividend Aristocrats Index to track generalstock market performance. Standard & Poor’s FinancialServices LLC only relationship to the Portfolios is thelicensing of certain trademarks and trade names ofStandard & Poor’s and of the S&P 500 DividendAristocrats Index which are determined without regardto the Portfolios. SPIAS has no obligation to take theneeds of the owners of the Portfolios into considerationin determining, composing or calculating the S&P 500Index or S&P 500 Dividend Aristocrats Index. SPIAS isnot responsible for and has not participated in thedeterminat ion of the pr ices and amount of thePortfolios or the timing of the issuance or sale of thePortfolios. SPIAS has no obligation or l iabil ity inconnection with the administration, marketing or sale ofunits of the Portfolios. There can be no assurance thatfuture dividend payouts will equal or exceed pastdividend payouts. SPIAS’ parent company, S&PGlobal, may be one of the constituents of the S&P 500Dividend Aristocrats Index and may be included in thePortfolios based solely on quantitative measurements.

Standard & Poor’s Investment Advisory Services LLCis a registered investment advisor with the U.S.Securities and Exchange Commission (“SEC”) and awholly owned subsidiary of S&P Global, SPIAS doesnot provide advice to underlying clients of the firms towhich it provides services. SPIAS does not act as a“fiduciary” or as an “investment manager,” as definedunder ERISA, to any investor. SPIAS is not responsiblefor client suitability.

Programs and products of the firms to which SPIASprovides services are not endorsed, sold or promotedby SPIAS and its affiliates, and SPIAS and its affiliatesmake no representation regarding the advisability ofinvesting in those programs and products. With respectto the asset allocations and investments recommendedby SPIAS, investors should realize that such investmentrecommendations are only a general recommendation.There is no agreement or understanding whatsoeverthat SPIAS will provide individualized advice to any

A-3

investor. SPIAS does not take into account anyinformation about any investor or any investor’s assetswhen providing investment advisory services to firms towhich SPIAS provides services. SPIAS does not haveany discretionary authority or control with respect topurchasing or sell ing securit ies or making otherinvestments. Individual investors should ultimately relyon their own judgment and/or the judgment of afinancial advisor in making their investment decisions.SPIAS’ parent company, S&P Global, may be one of theconstituents of the S&P 500 Dividend Aristocrats Indexand may be included in the Portfolio based solely onquantitative measurements.

Standard & Poor’s Financial Services LLC, SPIAS, andtheir affiliates (collectively “S&P”), and any third-partyproviders, as well as their directors, officers,shareholders, employees or agents (collectively with S&P,the “S&P Parties”) do not guarantee the accuracy,completeness, adequacy or timeliness of any information,including ratings and valuations, and are not responsiblefor errors and omissions, or for the results obtained fromthe use of such information, and S&P Parties shall haveno liability for any errors, omission, or interruptions therein(negligent or otherwise), regardless of the cause, or forthe results obtained from the use of such information.S&P PARTIES DISCLAIM ANY AND ALL EXPRESS ORIMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITEDTO, ANY WARRANTIES OF MERCHANTABILITY,SUITABILITY OR FITNESS FOR A PARTICULARPURPOSE OR USE. In no event shall S&P Parties beliable to any party for any direct, indirect, incidental,exemplary, compensatory, punitive, special orconsequential damages, costs, expenses, legal fees, orlosses (including, without limitation, lost income or lostprofits and opportunity costs or losses caused bynegligence) in connection with any use of the informationcontained in this document even if advised of thepossibility of such damages.

S&P’s credit ratings are statements of opinion as ofthe date they are expressed and not statements of factor recommendations to purchase, hold, or sell anysecurities or to make any investment decisions. S&Pcredit ratings should not be relied on when making anyinvestment or other business decision. S&P’s opinions

and analyses do not address the suitability of anysecurity. S&P does not act as a f iduciary or aninvestment advisor, except where registered as such.While S&P has obtained information from sources theybelieve to be reliable, S&P does not perform an auditand undertakes no duty of due diligence or independentverification of any information it receives.

To the extent that regulatory authorities allow a ratingagency to acknowledge in one jurisdiction a ratingissued in another jurisdiction for certain regulatorypurposes, S&P reserves the right to assign, withdraw orsuspend such acknowledgement at any time and in itssole discretion. S&P Part ies disclaim any dutywhatsoever arising out of the assignment, withdrawal orsuspension of an acknowledgment as well as anyliability for any damage alleged to have been suffered onaccount thereof.

S&P keeps certain activities of its business unitsseparate from each other in order to preserve theindependence and objectivity of their respectiveactivities. As a result, certain business units of S&P mayhave information that is not available to other S&Pbusiness units. S&P has established policies andprocedures to maintain the confidentiality of certainnon-public information received in connection with eachanalytical process.

S&P may receive compensation for its ratings andcertain analyses, normally from issuers or underwriters ofsecurities or from obligors. S&P reserves the right todisseminate its opinions and analyses. S&P’s public ratingsand analyses are made available on its Web sites,www.standardandpoors.com (free of charge), andwww.ratingsdirect.com and www.globalcreditportal.com(subscription), and may be distributed through othermeans, including via S&P publications and third partyredistributors. Additional information about our ratings feesis available at www.standardandpoors.com/usratingsfees.

S&P provides a wide range of services to, or relatingto, many organizations, including issuers of securities,investment advisers, broker-dealers, investment banks,other financial institutions and financial intermediaries,and accordingly may receive fees or other economicbenefits from those organizations, including

A-4

organizations whose securities or services they mayrecommend, rate, include in model portfolios, evaluateor otherwise address.

SPIAS may consider research and other informationfrom aff i l iates in making its investmentrecommendations. The investment policies of certainportfolios specifically state that among the informationSPIAS will consider in evaluating a security are thecredit ratings assigned by S&P. SPIAS does notconsider the ratings assigned by other credit ratingagencies. Credit rating criteria and scales may differamong credit rating agencies. Ratings assigned byother credit rating agencies may reflect more or lessfavorable opinions of creditworthiness than ratingsassigned by S&P.

European Dividend Sustainability Portfolio and GlobalDividend Sustainability Portfolio. S&P® is a registeredtrademark of Standard & Poor’s Financial Services LLCand has been licensed for use by S&P Dow JonesIndices LLC and sublicensed for certain purposes by theSponsor. S&P Europe 350 Dividend Aristocrats™ is atrademark of S&P Dow Jones Indices LLC or its affiliates.The S&P Europe 350 Dividend Aristocrats Index (the“Index”) is a product of S&P Dow Jones Indices LLC, andhas been licensed for use by the Sponsor.

The European Dividend Sustainability Portfolio andGlobal Dividend Sustainabi l i ty Portfol io are notsponsored, endorsed, sold or promoted by S&P DowJones Indices LLC or its affiliates or third party licensors(together, “S&P Dow Jones Indices”). S&P Dow JonesIndices does not make any representation or warranty,express or implied, to the owners of the Portfolios orany member of the public regarding the advisability ofinvesting in securities generally or in the Portfoliosparticularly or the ability of the Index to track generalmarket performance. S&P Dow Jones Indices’ onlyrelationship to the Sponsor with respect to the Index isthe licensing of the Index and certain trademarks,service marks and/or trade names of S&P Dow JonesIndices. The Index is determined, composed andcalculated by S&P Dow Jones Indices without regard tothe Sponsor or the Portfolios. S&P Dow Jones Indiceshas no obligation to take the needs of the Sponsor orthe owners of the Portfolios into consideration in

determining, composing or calculating the Index. S&PDow Jones Indices is not responsible for and has notparticipated in the determination of the prices, andamount of the Portfolios or the timing of the issuance orsale of the Portfol ios or in the determination orcalculation of the equation by which the Portfolios are tobe selected. S&P Dow Jones Indices has no obligationor l iabil ity in connection with the administration,marketing or trading of the Portfolios. There is noassurance that investment products based on the Indexwill accurately track index performance or providepositive investment returns. S&P Dow Jones IndicesLLC is not an investment advisor. Inclusion of a securitywithin an index is not a recommendation by S&P DowJones Indices to buy, sell, or hold such security, nor is itconsidered to be investment advice.

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

A-5

BENEFICIARIES OF ANY AGREEMENTS ORARRANGEMENTS BETWEEN S&P DOW JONESINDICES AND THE SPONSOR, OTHER THAN THELICENSORS OF S&P DOW JONES INDICES.

The Sponsor does not manage the Portfolios. Youshould note that the Sponsor applied the selectioncriteria to the Securities for inclusion in your Portfolioprior to the Initial Date of Deposit. After this time, theSecurities may no longer meet the selection criteria.Should a Security no longer meet the selection criteria,we will generally not remove the Security from itsPortfolio. In offering the Units to the public, neither theSponsor nor any broker-dealers are recommending anyof the individual Securities but rather the entire pool ofSecurities in a Portfolio, taken as a whole, which arerepresented by the Units.

RISK FACTORS

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

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

Dividend Payment Risk. Dividend payment risk isthe risk that an issuer of a security is unwilling or unableto pay dividends on a security. Stocks representownership interests in the issuers and are notobligations of the issuers. Common stockholders havea right to receive dividends only after the company has

provided for payment of its creditors, bondholders andpreferred stockholders. Common stocks do not assuredividend payments. Dividends are paid only whendeclared by an issuer’s board of directors and theamount of any dividend may vary over time. If dividendsreceived by your Portfolio are insufficient to coverexpenses, redemptions or other Portfolio costs, it maybe necessary for your Portfolio to sell Securities tocover such expenses, redemptions or other costs. Anysuch sales may result in capital gains or losses to you.See “Taxation”.

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

Foreign Stocks. Because the Internat ionalDividend Sustainability Portfolio and European DividendSustainability Portfolio invest exclusively in foreignstocks, and the Global Dividend Sustainability Portfolioinvests significantly in foreign stocks, the Portfolios mayinvolve additional 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 a

A-6

government 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 a Portfolio to vote proxies, exercise investorrights, and pursue legal remedies with respect to itsforeign investments. Diplomatic and pol it icaldevelopments, including rapid and adverse politicalchanges, social instability, regional conflicts, terrorismand war, could affect the economies, industries, andsecurities and currency markets, and the value of aPortfolio’s investments, in non-U.S. countries. No onecan predict the impact that these factors could have ona Portfolio’s securities.

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

establishing the unsponsored ADR, whereas the foreignissuers typically bear certain costs in a sponsored ADR.

The purchase and sale of the foreign securities mayoccur in foreign securities markets. Certain of 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 your 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 composition anddiversification 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 investment performanceand portfolio composition. Brokerage commissions andother fees generally are higher for foreign securities.Government supervision and regulation of foreignsecurities markets, currency markets, trading systemsand brokers may be less than in the U.S. The proceduresand rules governing foreign transactions and custody(holding of the Portfolios’ assets) also may involve delaysin payment, delivery or recovery of money or investments.

Foreign companies may not be subject to the samedisclosure, accounting, auditing and financial reportingstandards and practices as U.S. companies. Thus,there may be less information publicly available aboutforeign companies than about most U.S. companies.

Certain foreign securities may be less liquid (harder tosell) and more volatile than many U.S. securities. Thismeans the Portfolios may at times be unable to sellforeign securities 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 determine thevalue of foreign securities or their dividends, the Trusteewill estimate current exchange rates for the relevantcurrencies based on activity in the various currency

A-7

exchange markets. However, these markets can be quitevolatile depending on the activity of the large internationalcommercial banks, various central banks, largemulti-national corporations, speculators and other buyersand sellers of foreign currencies. Since actual foreigncurrency transactions may not be instantly reported, theexchange rates estimated by the Trustee may not reflectthe amount your Portfolio would receive in U.S. dollars,had the Trustee sold any particular currency in themarket. The value of the Securities in terms of U.S.dollars, and therefore the value of your Units, will declineif the U.S. dollar decreases in value relative to the value ofthe currencies in which the Securities trade.

European Issuers. The International SustainabilityPortfolio, the European Sustainability Portfolio and theGlobal Dividend Sustainability Portfolio invest significantlyin securities issued by European companies. Investmentsin a single region, even though representing a number ofdifferent countries within the region, may be affected bycommon economic forces and other factors. A significantnumber of countries in Europe are member states in the(“EU”), and the member states no longer control their ownmonetary policies by directing independent interest ratesfor their currencies. In these member states, the authorityto direct monetary policies including money supply andofficial interest rates for the Euro is exercised by theEuropean Central Bank. The European sovereign debtcrisis and the related austerity measures in certaincountries have had, and continue to have, a significantimpact on the economies of certain European countriesand their future economic outlooks. Further, political oreconomic disruptions in European countries, even incountries in which your Portfolio is not invested, mayadversely affect security values and thus the Portfolio’sholdings. The risks associated with investing in Europeansecurities may be heightened because of risks due to theinexperience of financial intermediaries, the lack ofmodern technology, the lack of a sufficient capital base toexpand business operations and the possibility ofpermanent or temporary termination of trading andgreater spreads between bid and asked prices forsecurities in those markets.

As discussed under the “United Kingdom” subsectionbelow, there is particular uncertainty regarding the state

of the EU following the United Kingdom’s (“U.K.”) initiationon March 27, 2017 of the process to exit from the EU(“Brexit”). Brexit marks the first time that a significantmember of the EU will have left and there is no detailedmechanism in the treaties establishing the EU for amember to exit. The precise economic impact willdepend on many factors, including the future tradearrangement between the U.K. and the rest of the EU.One of the key global concerns that may continue toprovide uncertainty in the markets is that the U.K. couldbe just the first of more EU countries to leave the union.

United Kingdom. The International DividendSustainabil ity Portfolio and European DividendSustainability Portfolio invest significantly in stocks issuedby companies located in the U.K.. As a result, yourPortfolio may be affected unfavorably by politicaldevelopments, social instability, changes in governmentpolicies and other political and economic developmentsin the U.K. Following a 2016 public referendum in whichthe British public voted in favor of Brexit, the nation’sPrime Minister officially set the exit process in motion onMarch 27, 2017. As a result of the uncertainty related tothese developments, the financial markets andtransactional activity in the U.K. has since been markedlylower. There is no clarity on the trading arrangementswhich will apply in respect of the U.K. after Brexit. As partof the Brexit negotiations, Britain may seek to arrange anappropriate free trade agreement with the EU and it will inmany cases need to negotiate new free tradeagreements with countries outside the EU. There isexpected to be heightened uncertainty, diminishedconfidence and lower spending and investment to resultin weaker growth. The precise impact of the Brexitdecision on the U.K. may take multiple years todetermine and wil l only become clearer as thenegotiations surrounding Brexit progress. Of course, theSponsor cannot predict the length of the time orprocesses involved in the U.K.’s exit from the EU.

On October 28, 2016, S&P reaffirmed its downgrade ofthe U.K.’s AAA rating to AA. S&P previously stated thatBrexit will hurt growth as it will lead to less predictable,stable, and effective policy framework in the U.K. and putthe U.K. at greater risk as it faces substantial challengesto successfully negotiating its exit.

A-8

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

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

The French economy is susceptible to risks relating toits membership in the EU. The French economy, alongwith certain other EU economies, experienced asignificant economic slowdown during the recentfinancial crisis. As a result, the French economy hasexperienced volatil ity and adverse trends due toconcerns about a prolonged economic downturn andrising government debt levels amidst the EU sovereigndebt crisis. Interest rates on France's debt may rise tolevels that make it difficult for it to service high debtlevels without significant financial help from, amongothers, the European Central Bank, and could potentiallylead to default.

The French economy is dependent to a significantextent on the economies of certain key trading partners,including Germany and other Western Europeancountries. Reduction in spending on French productsand services, or changes in any of those economiesmay have an adverse impact on the French economy.The French economy is dependent on agricultural

exports, and as a result, is susceptible to fluctuations indemand for agricultural products. France may also besubject to acts of terrorism, which can negatively affectits economy and in particular its tourism industry.

Switzer land . The Internat ional Div idendSustainability Portfolio invests significantly in stocksissued by companies located in Switzerland. AlthoughSwitzerland is not a member of the EU, the Swisseconomy is dependent on the economies of otherEuropean nat ions as key trading partners. Anyreduction in spending by other European countriescould have a negative effect on the Swiss economy.The European sovereign-debt crisis has resulted in aweakened Euro and has put into question the futurefinancial prospects of the surrounding region. Theongoing implementation of the EU provisions and Euroconversion process may materially impact revenues,expenses or income and increase competition forother European companies, which could have aneffect on the Swiss economy. Since Switzerland hasfew natural resources, any fluctuation or shortage inthe commodity markets could have a negative impacton the nation’s economy.

Industry Risks. The Portfolios invest significantly incertain industries. Any negative impact on these industrieswill have a greater impact on the value of Units than on aportfolio diversified over several industries. You shouldunderstand the risks of these industries before you invest.

Consumer Discretionary and Consumer StaplesIssuers. Your Portfolio invest significantly in companiesthat manufacture or sell various consumer products.General risks of these companies include the overall stateof the economy, intense competition and consumerspending trends. A decline in the economy which resultsin a reduction of consumers’ disposable income cannegatively impact spending habits. Global factorsincluding political developments, imposition of importcontrols, fluctuations in oil prices, and changes inexchange rates may adversely affect issuers of consumerproducts and services.

Competitiveness in the retail industry may requirelarge capital outlays for the installation of automatedcheckout equipment to control inventory, track the saleof items and gauge the success of sales campaigns.

A-9

Retailers who sell their products over the Internet havethe potential to access more consumers, but mayrequire sophisticated technology to remain competitive.Changes in demographics and consumer tastes canalso affect the demand for, and the success of,consumer products and services in the marketplace.Consumer products and services companies may besubject to government regulation affecting their productsand operations which may negatively impactperformance. Tobacco companies may be adverselyaffected by new laws, regulations and litigation.

Financial Services Issuers. The International DividendSustainability Portfolio invests significantly in financialservices companies. Companies in the financial servicesindustry include, but are not limited to, companiesinvolved in activities such as banking, mortgage finance,consumer finance, specialized finance, industrial financeand leasing, investment banking and brokerage, assetmanagement and custody, corporate lending, insurance,and financial investment and real estate, including realestate investment trusts. In general, financial servicesissuers are substantial ly 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 fields of business; extensive government regulation;and the overall health of the U.S. and internationaleconomies. Due to the wide variety of companies in thefinancial services sector, they may behave and react indifferent ways in response to changes in economic andmarket conditions.

Companies in the financial services sector are subjectto several distinct risks. Such companies may be subjectto systematic risk, which may result due to factors outsidethe control of a particular financial institution – like thefailure of another, significant financial institution or materialdisruptions to the credit markets -- that could adverselyaffect the ability of the financial institution to operatenormally or may impair its financial condition. Financialservices companies are typically affected by changes in

interest rates, and may be disproportionally affected as aresult of volatile and/ or rising interest rates.

Certain financial services companies may themselveshave concentrated portfolios, which makes themvulnerable to economic conditions that affect thatindustry. Companies in this sector are often subject tocredit r isk, meaning they may have exposure toinvestments or agreements which under certaincircumstances may lead to losses.

The financial services sector may be adverselyaffected by global developments including recessionaryconditions, deterioration in the credit markets andconcerns over sovereign debt. This may increase thecredit risk, and possibility of default, of bonds issued bysuch institutions faced with these problems. In addition,the liquidity of certain debt instruments may be reducedor eliminated due to the lack of available marketmakers. There can be no assurance that the risksassociated with investment in financial services issuerswill decrease even assuming that the U.S. and/orforeign governments and agencies take steps toaddress problems that may arise.

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. This also exposes financialservices issuers to regulatory risk, where certainfinancial services companies may suffer setbacks ifregulators change the rules under which they operate.Challenging economic and political conditions, alongwith increased public scrutiny during the past severalyears, led to new legislation and increased regulation inthe U.S. and abroad, creating additional difficulties forf inancial inst itut ions. Regulatory init iat ives andrequirements that were proposed around the world maybe inconsistent or may conflict with previous regulationsto which financial services issuers were 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 laws

A-10

and 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 acompany'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 U.S. legislationfollowing the 2008 financial crisis was the Dodd-FrankWall Street Reform and Consumer Protection Act (the“Dodd-Frank Act”), enacted into federal law on July 21,2010. The Dodd-Frank Act included reforms andrefinements to modernize existing laws to addressemerging risks and issues in the nation's evolvingfinancial system. It also established entirely newregulatory regimes, including in areas such as systemicrisk regulation, over-the-counter derivatives marketoversight, and federal consumer protection. TheDodd-Frank Act intended to cover virtual ly al lparticipants in the financial services industry for years tocome, including banks, thrifts, depository institutionholding companies, mortgage lenders, insurancecompanies, industrial loan companies, broker-dealersand other securities and investment advisory firms,private equity and hedge funds, consumers, numerousfederal agencies and the federal regulatory structure. Inparticular, certain provisions of the Dodd-Frank Actincreased 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 financial servicesissuers and could lead to decreases in such issuers'profits or revenues. In addition, under the currentpolitical administration, it is possible that there will besignificant changes to, or potential repeal of, the DoddFrank Act and other related laws and regulations. TheSponsor is unable to predict the impact that suchchanges may have on financial services issuers.

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. The departureof any European Union (“EU”) member from use of theEuro could lead to serious disruptions to foreignexchanges, operations and settlements, which mayhave an adverse effect on financial services issuers.More recently, there is uncertainty regarding the state ofthe EU following the United Kingdom's (“U.K.”) initiationon March 27, 2017, of the process to exit from the EU(“Brexit”). One of the key global concerns that maycontinue to provide uncertainty in the markets is thatthe U.K. could be just the first of more EU countries toleave the union. The effect that Brexit may have on theglobal financial markets or on the financial servicescompanies in your Portfolio is uncertain.

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

Insurance companies are particularly subject togovernment regulation and rate setting, potentialantitrust and tax law changes, and industry-wide pricingand competit ion cycles. Property and casualtyinsurance companies also may be affected by weather,terrorism, long-term climate changes, and othercatastrophes. Life and health insurance companies maybe affected by mortality and morbidity rates, including

A-11

the effects of epidemics. Individual insurancecompanies may be exposed to reserve inadequacies,problems in investment portfolios (for example, realestate or “ junk” bond holdings) and fai lures ofreinsurance carriers.

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

The financial condition of customers, clients andcounterparties, including other financial institutions,could adversely affect financial services issuers.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 deteriorat ion in, the commercialsoundness of other counterparty financial institutions.Economic and market conditions may increase creditexposures due to the increased risk of customer, clientor counterparty default. Downgrades to the creditratings of financial services issuers could have anegative effect on liquidity, cash flows, competitiveposition, financial condition and results of 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.

Health Care Issuers. The European DividendSustainability Portfolio invests significantly in healthcare companies. These issuers include companiesinvolved in advanced medical devices andinstruments, drugs and biotechnology, managed care,hospital management/health services and medicalsuppl ies. These companies face substant ia lgovernment regulation and approval procedures.General r isks of health care companies includeextensive competition, product liability litigation andevolving government regulation.

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

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

Investing in foreign health care companies posesadditional risks due to political, social and economicdevelopments or instability abroad; global healthpandemics; the threat of terror ist attacks; the

A-12

differences between regulations in the U.S. andregulations abroad; the seizure by the government ofcompany assets; excessive taxation; withholding taxeson dividends and interest; di fferent accountingstandards; and limitations on the use or transfer ofportfolio assets. Compliance with the Foreign CorruptPractices Act is also of concern, part icularly indeveloping countries where there tends to be a higherrisk of corruption in the life sciences sector. Further,some foreign issuers may not be subject to thereporting requirements of the Securities Exchange Actof 1934, and less information about them may bepublicly available than is available for a domestic issuer.Stock markets may also be open on different days orat different times in foreign markets and be morevolatile abroad than in the U.S. Foreign investmentsmay operate in a currency other than the U.S. dollar.Certain currencies may be especially unstable andforeign governments may intervene in the market.Such fluctuations in currency exchange rates relative tothe U.S. dollar may affect the value of a company andits stock.

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

In the United Kingdom, Parliament in 2012 enacted theHealth and Social Care Act (“Act”), which reorganized thehealth care system. Significant provisions of the Actinclude the creation of new health boards to overseeservices and allocate resources, among other things. TheAct continues to have an impact as it effectuates furtherreform within the United Kingdom. For example, inEngland in 2013, primary care trusts were eliminated andreplaced by Clinical Commission Groups, which arestatutory bodies responsible for planning and commissionlocal health care services.

Elsewhere in Europe, country-specific regulations andreforms also continue to have a significant impact on the

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

Industrials Issuers. The European DividendSustainability Portfolio invests significantly in industrialscompanies. General risks of industrials companies includethe general state of the economy, intense competition,imposition of import controls, volatility in commodityprices, currency exchange rate fluctuation, consolidation,labor relations, domestic and international politics, excesscapacity and consumer spending trends. Companies inthe industrials sector may be adversely affected by liabilityfor environmental damage and product liability claims.Capital goods companies may also be significantlyaffected by overall capital spending and leverage levels,economic cycles, technical obsolescence, delays inmodernization, limitations on supply of key materials,depletion of resources, government regulations,government contracts and e-commerce initiatives.

Industrials companies may also be affected by factorsmore specific to their individual industries. Industrialmachinery manufacturers may be subject to declines incommercial and consumer demand and the need formodernization. Aerospace and defense companies maybe influenced by decreased demand for new equipment,aircraft order cancellations, disputes over or ability toobtain or retain government contracts, changes ingovernment budget priorities, changes in aircraft-leasingcontracts and cutbacks in profitable business travel. Thenumber of housing starts, levels of public andnonresidential construction including weakening demandfor new office and retail space, and overall constructionspending may adversely affect construction materialsand equipment manufacturers. Stocks of transportationcompanies are cyclical and can be significantly affectedby economic changes, fuel prices and insurance costs.Transportation companies in certain countries may alsobe subject to significant government regulation andoversight, which may negatively impact their businesses.

A-13

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

Liquidity Risk. Liquidity risk is the risk that the valueof a security will fall if trading in the security is limited orabsent. The market for certain investments may becomeless liquid or illiquid due to adverse changes in theconditions of a particular issuer or due to adverse marketor economic conditions. In the absence of a liquid tradingmarket for a particular security, the price at which suchsecurity may be sold to meet redemptions, as well as thevalue of the Units of your Portfolio, may be adverselyaffected. No one can guarantee that a liquid tradingmarket will exist for any 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 Unitplus organization costs plus the sales charge. The netasset value per Unit is the value of the securities,cash and other assets in your Portfolio reduced bythe liabilities of the Portfolio divided by the total Unitsoutstanding. The maximum sales charge equals2.75% of the Public Offering Price per Unit (2.828%of the aggregate offering price of the Securities) at thetime of purchase.

The initial sales charge is the difference between thetotal sales charge amount (maximum of 2.75% of thePublic Offering Price per Unit) and the sum of theremaining fixed dollar deferred sales charge and thefixed dollar creation and development fee (initially

$0.275 per Unit). Depending on the Public OfferingPrice per Unit, you pay the initial sales charge at thetime you buy Units. The deferred sales charge is fixedat $0.225 per Unit. Your Portfolio pays the deferredsales charge in installments as described in the “FeeTable.” If any deferred sales charge payment date isnot a business day, we will charge the payment on thenext business day. If you purchase Units after the initialdeferred sales charge payment, you will only pay thatportion of the payments not yet collected. If youredeem or sell your Units prior to collection of the totaldeferred sales charge, you will pay any remainingdeferred sales charge upon redemption or sale of yourUnits. The initial and deferred sales charges arereferred to as the “transactional sales charge.” Thetransactional sales charge does not include thecreation and development fee which compensates theSponsor for creating and developing your Portfolio andis described under “Expenses.” The creation anddevelopment fee is fixed at $0.05 per Unit. YourPortfolio pays the creation and development fee as ofthe close of the initial offering period as described inthe “Fee Table.” If you redeem or sell your Units prior tocollection of the creation and development fee, you willnot pay the creation and development fee uponredemption or sale of your Units. After the initial offeringperiod the maximum sales charge will be reduced by0.50%, reflecting the previous collection of the creationand development fee. Because the deferred salescharge and creation and development fee are fixeddollar amounts per Unit, the actual charges will exceedthe percentages shown in the “Fee Table” if the PublicOffering Price per Unit falls below $10 and will be lessthan the percentages shown in the “Fee Table” if thePublic Offering Price per Unit exceeds $10. In no eventwill the maximum total sales charge exceed 2.75% ofthe Public Offering Price per Unit.

The “Fee Table” shows the sales charge calculationat a $10 Public Offering Price per Unit. At a $10 PublicOffering Price, there is no initial sales charge during theinitial offering period. If the Public Offering Priceexceeds $10 per Unit, you will pay an initial salescharge equal to the difference between the total salescharge and the sum of the remaining deferred sales

A-14

charge and the creation and development fee. Forexample, if the Public Offering Price per Unit rose to$14, the maximum sales charge would be $0.385(2.75% of the Public Offering Price per Unit), consistingof an initial sales charge of $0.110, a deferred salescharge of $0.225 and the creation and development feeof $0.050. Since the deferred sales charge and creationand development fee are fixed dollar amounts per Unit,your Portfolio must charge these amounts per Unitregardless of any decrease in net asset value. However,if the Public Offering Price per Unit falls to the extentthat the maximum sales charge percentage results in adollar amount that is less than the combined fixed dollaramounts of the deferred sales charge and creation anddevelopment fee, your initial sales charge will be a creditequal to the amount by which these fixed dollar chargesexceed your sales charge at the time you buy Units. Insuch a situation, the value of securities per Unit wouldexceed the Public Offering Price per Unit by the amountof the initial sales charge credit and the value of thosesecurities will fluctuate, which could result in a benefit ordetriment to Unitholders that purchase Units at thatprice. The initial sales charge credit is paid by theSponsor and is not paid by your Portfolio. If the PublicOffering Price per Unit fell to $6, the maximum salescharge would be $0.165 (2.75% of the Public OfferingPrice per Unit), which consists of an initial sales charge(credit) of -$0.110, a deferred sales charge of $0.225and a creation and development fee of $0.050.

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

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

Reducing Your Sales Charge. The Sponsoroffers ways for you to reduce the sales charge thatyou pay. It is your financial professional’s responsibilityto alert the Sponsor of any discount when youpurchase Units. Before you purchase Units you mustalso inform your f inancia l professional of your

qualification for any discount to be eligible for areduced sales charge. Since the deferred salescharges and creation and development fee are fixeddollar amounts per Unit, your Portfolio must chargethese amounts per Unit regardless of any discounts.However, if you are eligible to receive a discount suchthat your total sales charge is less than the fixeddollar amounts of the deferred sales charges andcreation and development fee, you will receive acredit equal to the difference between your total salescharge and these fixed dollar charges at the time youbuy Units.

Fee Accounts. Investors may purchase Units throughregistered investment advisers, certified financialplanners and registered broker-dealers who in eachcase either charge periodic fees for brokerage services,f inancial planning, investment advisory or assetmanagement services, or provide such services inconnection with the establishment of an investmentaccount for which a comprehensive “fee based” charge(“Fee Based”) is imposed (“Fee Accounts”). If Units of aPortfolio are purchased for a Fee Account and thePortfolio is subject to a Fee Based charge (i.e., thePortfolio is “Fee Based Eligible”), then the purchase willnot be subject to the transactional sales charge but willbe subject to the creation and development fee of$0.05 per Unit that is retained by the Sponsor. Pleaserefer to the section called “Fee Accounts” for additionalinformation on these purchases. The Sponsor reservesthe right to limit or deny purchases of Units described inthis paragraph by investors or selling firms whosefrequent trading activity is determined to be detrimentalto a Portfolio. Fee Based Eligible Units are not eligiblefor any sales charge discounts in addition to that whichis described in this paragraph and under the “FeeAccounts” section found below.

Employees. Employees, officers and directors( inc luding the i r spouses (or the equiva lent i frecognized under local law) and chi ldren orstep-children under 21 living 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 Public

A-15

Offering 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 toparticipate 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 charge and creation and developmentfee are fixed dollar amounts per unit, your Portfolio mustcharge these amounts per unit regardless of thisdiscount. If you elect to reinvest distributions, theSponsor will credit you with additional Units with adollar value sufficient to cover the amount of anyremaining deferred sales charge and creation anddevelopment fee that will be collected on such Units atthe time of reinvestment. The dollar value of these Unitswill fluctuate over time.

Unit Price. The Public Offering Price of Units will varyfrom the amounts stated under “Essential Information” inaccordance with fluctuations in the prices of theunderlying Securities in the Portfolios. The initial price ofthe Securities upon deposit by the Sponsor wasdetermined by the Trustee. The Trustee will generallydetermine the value of the Securities as of the EvaluationTime on each business day and will adjust the PublicOffering Price of Units accordingly. The Evaluation Time isthe close of the New York Stock Exchange on eachbusiness day. The term “business day”, as used hereinand under “Rights of Unitholders--Redemption of Units”,means any day on which the New York Stock Exchangeis open for regular trading. The Public Offering Price perUnit will be effective for all orders received prior to theEvaluation Time on each business day. Orders receivedby the Sponsor prior to the Evaluation Time and ordersreceived by authorized financial professionals prior to theEvaluation Time that are properly transmitted to theSponsor by the time designated by the Sponsor, arepriced based on the date of receipt. Orders received bythe Sponsor after the Evaluation Time, and ordersreceived by authorized financial professionals after theEvaluation Time or orders received by such persons thatare not transmitted to the Sponsor until after the time

designated by the Sponsor, are priced based on the dateof the next determined Public Offering Price per Unitprovided they are received timely by the Sponsor on suchdate. It is the responsibility of authorized financialprofessionals to transmit orders received by them to theSponsor so they will be received in a timely manner.

The value of portfolio securities is based on thesecurities’ market price when available. When a marketprice is not readily available, including circumstancesunder which the Trustee determines that a security’smarket price is not accurate, a portfolio security is valuedat its fair value, as determined under proceduresestablished by the Trustee or an independent pricingservice used by the Trustee. In these cases, a Portfolio’snet asset value will reflect certain portfolio securities’ fairvalue rather than their market price. With respect tosecurities that are primarily listed on foreign exchanges,the value of the portfolio securities may change on dayswhen you will not be able to purchase or sell Units. Thevalue of any foreign securities is based on the applicablecurrency exchange rate as of the Evaluation Time. TheSponsor will provide price dissemination and oversightservices to the Portfolios.

During the initial offering period, part of the PublicOffering Price represents an amount that will pay thecosts incurred in establishing your Portfolio. Thesecosts include the costs of preparing documents relatingto your Portfolio (such as the registration statement,prospectus, trust agreement and legal documents),federal and state registration fees, the initial fees andexpenses of the Trustee and the initial audit. YourPortfolio will sell securities to reimburse us for thesecosts at the end of the initial offering period or after sixmonths, if earlier. The value of your Units will declinewhen your Portfolio pays these costs.

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

Unit Sales Concessions. Brokers, dealers andothers will be allowed a regular concession or agency

A-16

commission in connection with the distribution of Unitsduring the initial offering period of 2.00% of the PublicOffering Price per Unit.

Volume Concession Based Upon Annual Sales. Asdescribed below, broker-dealers and other sellingagents may in certa in cases be 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 selling firms will not receivethe Volume Concession on the sale of units purchased inFee Accounts, however, such sales will be included indetermining whether a firm has met the sales levelbreakpoints set forth in the Volume Concession tableabove. Secondary market sales of all unit investmenttrusts are excluded for purposes of the VolumeConcession. Eligible dealer firms and other selling agents

include clearing firms that place orders with Invesco andprovide Invesco with information with respect to therepresentatives who initiated such transactions. Eligibledealer firms and other selling agents will not include firmsthat solely provide clearing services to other broker-dealerfirms or firms who place orders through clearing firms thatare eligible dealers. We reserve the right to change theamount of the concessions or agency commissions fromtime to time. For a trust to be eligible for this additionalcompensation, the trust’s prospectus must includedisclosure related to this additional compensation.

Additional Information. Except as provided in thissection, any sales charge discount provided toinvestors will be borne by the selling broker-dealer oragent. For all secondary market transactions the totalconcession or agency commission will amount 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 Portfolios and ourother products. This compensation is intended to resultin additional sales of our products and/or compensatebroker-dealers and financial advisors for past sales. Wemay make these payments for marketing, promotionalor related expenses, including, but not limited to,expenses of entertaining retail customers and financialadvisors, advert ising, sponsorship of events orseminars, obtaining shelf space in broker-dealer firmsand similar activities designed to promote the sale ofthe Portfolios and our other products. Fees may includepayment for travel expenses, including lodging, incurredin connection with trips taken by invited registeredrepresentatives for meetings or seminars of a business

A-17

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 provided under “UnitDistribution,” any sales charge discount provided toinvestors will be borne by the selling dealer or agent. Inaddition, the Sponsor will realize a profit or loss as aresult of the difference between the price paid for theSecurit ies by the Sponsor and the cost of theSecurities to your Portfolio on the Initial Date of Depositas well as on subsequent deposits. See “Notes toPortfolios”. The Sponsor has not participated as soleunderwriter or as manager or as a member of theunderwriting syndicates or as an agent in a privateplacement for any of the Securities. The Sponsor mayreal ize profit or loss as a result of the possiblefluctuations in the market value of Units held by theSponsor for sale to the public. In maintaining asecondary market, the Sponsor will realize profits orlosses in the amount of any difference between theprice at which Units are purchased and the price atwhich Units are resold (which price includes 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 repurchaseprice (which is described under “Right of Unitholders--Redemption of Units”). The Sponsor may discontinue

purchases of Units or discontinue purchases at thisprice at any time. In the event that a secondary marketis not maintained, a Unitholder will be able to dispose ofUnits by tendering them to the Trustee for redemptionat the Redemption Price. See “Rights of Unitholders--Redemption of Units”. Unitholders should contact theirbroker to determine the best price for Units in thesecondary market. Units sold prior to the time the entiredeferred sales charge has been collected will beassessed the amount of any remaining deferred salescharge at the time of sale. The Trustee will notify theSponsor of any Units tendered for redemption. If theSponsor’s bid in the secondary market equals orexceeds the Redemption Price per Unit, i t maypurchase the Units not later than the day on whichUnits would have been redeemed by the Trustee. TheSponsor may sell repurchased Units at the secondarymarket Public Offering Price per Unit.

RETIREMENT ACCOUNTS

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

FEE ACCOUNTS

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

A-18

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

You should consult the “Public Offering--Reducing YourSales Charge” section for specific information on this andother sales charge discounts. That section governs thecalculation of all sales charge discounts. The Sponsorreserves the right to limit or deny purchases of Units inFee Accounts by investors or selling firms whose frequenttrading activity is determined to be detrimental to aPortfolio. To purchase Units in these Fee Accounts, yourfinancial professional must purchase Units designated withone of the Fee Based CUSIP numbers set forth under“Essential Information,” either Fee Based Cash for cashdistributions or Fee Based Reinvest for the reinvestment ofdistributions in additional Units, if available. See “Rights ofUnitholders--Reinvestment Option.”

RIGHTS OF UNITHOLDERS

Distributions. Dividends and interest, net ofexpenses, and any net proceeds from the sale ofSecurities received by a Portfolio will generally bedistributed to Unitholders on each Distribution Date toUnitholders of record on the preceding Record Date.These dates appear under “Essential Information”.Distributions made by the securities in your Portfolioinclude ordinary income, but may also include sourcesother than ordinary income such as returns of capital,loan proceeds, short-term capital gains and long-termcapital gains (see “Taxation--Distributions”). In addition,the Portfolios will generally make required distributions atthe end of each year because each is structured as a“regulated investment company” for federal tax purposes.Unitholders will also receive a final distribution of incomewhen their Portfolio terminates. A person becomes aUnitholder of record on the date of settlement (generallytwo business days after Units are ordered, or any shorterperiod as may be required by the applicable rules underthe 1934 Act). Unitholders may elect to receivedistributions in cash or to have distributions reinvested

into additional Units. See “Rights of Unitholders--Reinvestment Option”.

Dividends and interest received by a Portfolio arecredited to the Income Account of the Portfolio. Otherreceipts (e.g., capital gains, proceeds from the sale ofSecurities, etc.) are credited to the Capital Account.Proceeds received on the sale of any Securities, to theextent not used to meet redemptions of Units or 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 Unit maybe shown under “Essential Information.” Generally, theestimate of the income a Portfolio may receive is based onthe most recent ordinary quarterly dividends declared byan issuer, the most recent interim and final dividendsdeclared for certain foreign issuers, or scheduled incomepayments (in all cases accounting for any applicableforeign withholding taxes). In certain cases, estimated netannual income may also be based upon several recentlydeclared dividends of an issuer. However, common stocksdo not assure dividend payments and therefore theamount of future dividend income to your Portfolio isuncertain. The actual net annual distributions maydecrease over time because a portion of the Securitiesincluded in a Portfolio will be sold to pay for theorganization costs, deferred sales charge and creationand development fee. Securities may also be sold to payregular fees and expenses during a Portfolio’s life.Dividend and income conventions for certain companiesand/or certain countries differ from those typically used inthe United States and in certain instances,dividends/income paid or declared over several years orother periods may be used to estimate annualdistributions. The actual net annual income distributionsyou receive will vary from the estimated amount due tochanges in a Portfolio’s fees and expenses, in actualincome received by a Portfolio, currency fluctuations and

A-19

with changes in a Portfolio such as the acquisition, call,maturity or sale of Securities. Due to these and variousother factors, actual income received by a Portfolio willmost likely differ from the most recent dividends orscheduled income payments.

Reinvestment Option. Unitholders may havedistributions automatically reinvested in additional Unitswithout a sales charge (to the extent Units may be lawfullyoffered for sale in the state in which the Unitholderresides). 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 Fee Based Reinvest in the case ofFee Based Eligible Units held in Fee Accounts) CUSIP, ifavailable. 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 in effectuntil changed by the Unitholder. The reinvestment optionis not offered during the 30 calendar days prior totermination. If Units are unavailable for reinvestment or thisreinvestment option is no longer available, distributions willbe paid in cash. Distributions will be taxable to Unitholdersif paid in cash or automatically reinvested in additionalUnits. 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 at anytime. The reinvestment plan is subject to availability orlimitation 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, theTrustee, for redemption at Unit Investment Trust Division,111 Sanders Creek Parkway, East Syracuse, New York13057, on any day the New York Stock Exchange is

open. No redemption fee will be charged by the Sponsoror the Trustee, but you are responsible for applicablegovernmental charges, if any. Units redeemed by theTrustee will be canceled. You may redeem all or a portionof your Units by sending a request for redemption to yourbank or broker-dealer through which you hold your Units.No later than two business days (or any shorter period asmay be required by the applicable rules under the 1934Act) following satisfactory tender, the Unitholder will beentitled to receive in cash an amount for each Unit equalto the Redemption Price per Unit next computed on thedate of tender. The “date of tender” is deemed to be thedate on which Units are received by the Trustee, exceptthat with respect to Units received by the Trustee after theEvaluation Time or on a day which is not a business day,the date of tender is deemed to be the next business day.Redemption requests received by the Trustee after theEvaluation Time, and redemption requests received byauthorized financial professionals after the Evaluation Timeor redemption requests received by such persons that arenot transmitted to the Trustee until after the timedesignated by the Trustee, are priced based on the dateof the next determined redemption price provided they arereceived timely 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. Certainbroker-dealers or selling firms may charge an orderhandling fee for processing redemption requests. Unitsredeemed directly through the Trustee are not subject tosuch fees.

Unitholders tendering 1,000 or more Units of theDividend Sustainability Portfolio or International DividendSustainability Portfolio (or such higher amount as maybe required by your broker-dealer or selling agent) forredemption may request an in kind distribution ofSecurities equal to the Redemption Price per Unit onthe date of tender. The European Dividend SustainabilityPortfolio and Global Dividend Sustainability Portfolio willgenerally not offer in kind distributions. Unitholders maynot request an in kind distribution during the initialoffering period or within 30 calendar days of a Portfolio’stermination. Your Portfolio generally will not offer in kinddistributions of portfolio securities that are held in

A-20

foreign markets. An in kind distribution will be made bythe Trustee through the distribution of each of theSecurities in book-entry form to the account of theUnitholder’s broker-dealer at DTC. Amountsrepresenting fractional shares will be distributed in cash.The Trustee may adjust the number of shares of anySecurity included in a Unitholder’s in kind distribution tofacilitate the distribution of whole shares. The in kinddistribution option may be modified or discontinued atany time without notice. Notwithstanding the foregoing,if the Unitholder requesting an in kind distribution is theSponsor or an affiliated person of a Portfolio, theTrustee may make an in kind distribution to suchUnitholder provided that no one with a pecuniaryincentive to influence the in kind distribution mayinfluence selection of the distributed securities, thedistribution must consist of a pro rata distribution of allportfolio securities (with limited exceptions) and the inkind distribution may not favor such affiliated person tothe detriment of any other Unitholder. Unitholders willincur transaction costs in liquidating securities receivedin an in-kind distribution, and any such securitiesreceived will be subject to market risk until sold. In theevent that any securities received in-kind are illiquid,Unitholders will bear the risk of not being able to sellsuch securities in the near term, or at all.

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

The Redemption Price per Unit and the secondarymarket repurchase price per Unit are equal to the pro ratashare of each Unit in your Portfolio determined on thebasis of (i) the cash on hand in the Portfolio, (ii) the value ofthe Securities in the Portfolio and (iii) dividends or otherincome distributions receivable on the Securities in thePortfolio trading ex-dividend as of the date of

computation, less (a) amounts representing taxes or othergovernmental charges payable out of the Portfolio, (b) theaccrued 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 the estimated organization costsor the creation and development fee. For these purposes,the Trustee 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 of yourPortfolio or when your Portfolio terminates (see “Rollover”below), you may be able to exchange your Units for unitsof other Invesco unit trusts. You should contact yourfinancial professional for more information about trustscurrently available for exchanges. Before you exchangeUnits, you should read the prospectus of the new trustcarefully and understand the risks and fees. You shouldthen discuss this option with your financial professional todetermine whether your investment goals have changed,whether current trusts suit you and to discuss taxconsequences. A rollover or exchange is a taxable eventto you. We may discontinue this option at any time.

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

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

If you elect to participate in a cash Rollover, your Unitswill be redeemed on the Mandatory Termination Date. Asthe redemption proceeds become available, the proceeds(including dividends) will be invested in a new trust seriesat the public offering price for the new trust. The Trustee

A-21

will attempt to sell Securities to satisfy the redemption asquickly as practicable on the Mandatory Termination Date.We do not anticipate that the sale period will be longerthan one day, however, certain factors could affect theability to sell the Securities and could impact the length ofthe sale period. The liquidity of any Security depends onthe daily trading volume of the Security and the amountavailable for redemption and reinvestment on any day.

We may make subsequent trust series available forsale at various times during the year. Of course, wecannot guarantee that a subsequent trust or sufficientunits will be available or that any subsequent trusts willoffer the same investment strategies or objectives as thecurrent Portfolios. We cannot guarantee that a Rolloverwill avoid any negative market price consequencesresulting from trading large volumes of securities. Marketprice trends may make it advantageous to sell or buysecurities more quickly or more slowly than permitted bythe Portfolio procedures. We may, in our sole discretion,modify a Rollover or stop creating units of a trust at anytime regardless of whether all proceeds of Unitholdershave been reinvested in a Rollover. If we decide not tooffer a subsequent series, Unitholders will be notified priorto the Mandatory Termination Date. Cash which has notbeen reinvested in a Rollover will be distributed toUnitholders shortly after the Mandatory Termination Date.Rollover participants may receive taxable dividends orrealize taxable capital gains which are reinvested inconnection with a Rollover but may not be entitled to adeduction for capital losses due to the “wash sale” taxrules. Due to the reinvestment in a subsequent trust, nocash will be distributed 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 therequirements therefore, will be governed by the applicableprocedures of DTC and your agreement with the DTCparticipant in whose name your Units are registered on thetransfer records of DTC.

Reports Provided. Unitholders will receive astatement of dividends and other amounts received by

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

PORTFOLIO ADMINISTRATION

Portfolio Administration. Your Portfolio is not amanaged fund and, except as provided in the TrustAgreement, Securities generally will not be sold orreplaced. The Sponsor may, however, direct thatSecurities be sold in certain limited circumstances toprotect your Portfolio based on advice from theSupervisor. These situations may include events such asthe 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 exist sothat in the opinion of the Supervisor retention of theSecurity would be detrimental to your Portfolio. If a publictender offer has been made for a Security or a merger oracquisition has been announced affecting a Security, theTrustee may either sell the Security or accept an offer if theSupervisor determines that the sale or exchange is in thebest interest of Unitholders. The Trustee will distribute anycash proceeds to Unitholders. In addition, the Trustee maysell Securities to redeem Units or pay Portfolio expensesor deferred sales charges. If securities or property areacquired by a Portfolio, the Sponsor may direct theTrustee to sell the securities or property and distribute theproceeds to Unitholders or to accept the securities orproperty for deposit in your Portfolio. Should any contractfor the purchase of any of the Securities fail, the Sponsorwill (unless substantially all of the moneys held in aPortfolio to cover the purchase are reinvested in substituteSecurities in accordance with the Trust Agreement) refundthe cash and sales charge attributable to the failedcontract to all Unitholders on or before the nextDistribution Date.

A-22

The Sponsor may direct the reinvestment of proceedsof the sale of Securities if the sale is the direct result ofserious adverse credit factors which, in the opinion of theSponsor, would make retention of the Securitiesdetrimental to your Portfolio. In such a case, the Sponsormay, but is not obligated to, direct the reinvestment ofsale proceeds in any other securities that meet the criteriafor inclusion in your Portfolio on the Initial Date of Deposit.The Sponsor may also instruct the Trustee to take actionnecessary to ensure that your Portfolio continues tosatisfy the qualifications of a regulated investmentcompany and to avoid imposition of tax on undistributedincome of the Portfolio.

When your Portfolio sells Securities, the compositionand diversity of the Securities in the Portfolio may bealtered. In order to obtain the best price for a Portfolio, itmay be necessary for the Supervisor to specify minimumamounts (generally 100 shares) in which blocks ofSecurities are to be sold. In effecting purchases and salesof Portfolio securities, the Sponsor may direct that ordersbe placed with and brokerage commissions be paid tobrokers, including brokers which may be affiliated withyour Portfolio, the Sponsor or dealers participating in theoffering of Units.

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

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

Termination. Your Portfolio will terminate on theMandatory Termination Date specified under “EssentialInformation” or upon the sale or other disposition of thelast Security held in the Portfolio. A Portfolio may beterminated at any time with consent of Unitholdersrepresenting two-thirds of the outstanding Units or 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”). A Portfolio will be liquidated by the Trustee in theevent that a sufficient number of Units of the Portfolio notyet sold are tendered for redemption by the Sponsor, sothat the net worth of the Portfolio would be reduced toless than 40% of the value of the Securities at the timethey were deposited in the 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 with aPortfolio termination nine business days before, and nolater 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 aPortfolio’s termination. Any in kind distribution ofSecurities will be made in the manner and subject to therestrictions described under “Rights of Unitholders--Redemption of Units”, provided that, in connection withan in kind distribution election more than 30 calendardays prior to termination, Unitholders tendering 1,000 ormore Units of a Portfolio (or such higher amount as maybe required by your broker-dealer or selling agent) mayrequest an in kind distribution of Securities equal to theRedemption Price per Unit on the date of tender.Unitholders will receive a final cash distribution within areasonable time after the Mandatory Termination Date. Alldistributions will be net of Portfolio expenses and costs.Unitholders will receive a final distribution statementfollowing termination. The Information Supplementcontains further information regarding termination of yourPortfolio. See “Additional Information”.

Limitations on Liabilities. The Sponsor, Supervisorand Trustee are under no liability for taking any action orfor refraining from taking any action in good faith pursuant

A-23

to the Trust Agreement, or for errors in judgment, but shallbe liable only for their own willful misfeasance, bad faith orgross negligence (negligence in the case of the Trustee) inthe performance of their duties or by reason of theirreckless disregard of their obligations and dutieshereunder. The Trustee is not liable for depreciation or lossincurred by reason of the sale by the Trustee of any of theSecurities. In the event of the failure of the Sponsor to actunder the Trust Agreement, the Trustee may actthereunder and is not liable for any action taken by it ingood faith under the Trust Agreement. The Trustee is notliable for any taxes or other governmental chargesimposed on the Securities, on it as Trustee under the TrustAgreement or on a Portfolio which the Trustee may berequired to pay under any present or future law of theUnited States of America or of any other taxing authorityhaving jurisdiction. In addition, the Trust Agreementcontains other customary provisions limiting the liability ofthe Trustee. The Sponsor and Supervisor may rely on anyevaluation furnished by the Trustee and have noresponsibility for the accuracy thereof. Determinations bythe Trustee shall be made in good faith upon the basis ofthe best information available to it.

Sponsor. Invesco Capital Markets, Inc. is the Sponsorof your Portfolio. The Sponsor is a wholly owned subsidiaryof Invesco Advisers, Inc. (“Invesco Advisers”). InvescoAdvisers is an indirect wholly owned subsidiary of InvescoLtd., a leading independent global investment manager thatprovides a wide range of investment strategies and vehiclesto its retail, institutional and high net worth clients aroundthe globe. The Sponsor’s principal office is located at 11Greenway Plaza, Houston, Texas 77046-1173. As of March31, 2018, the total stockholders’ equity of Invesco CapitalMarkets, Inc. was $99,808,934.91 (unaudited). The currentassets under management and supervision by Invesco Ltd.and its affiliates were valued at approximately $934.2 billionas of March 31, 2018.

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 the codeis to avoid potential conflicts of interest and to preventfraud, deception or misconduct with respect to your

Portfolio. The Information Supplement contains additionalinformation 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 yourPortfolio as provided therein or (iii) continue to act asTrustee without terminating the Trust Agreement.

Trustee. The Trustee is The Bank of New York Mellon,a trust company organized under the laws of New York.The Bank of New York Mellon has its principal unitinvestment trust division offices at 2 Hanson Place, 12thFloor, Brooklyn, New York 11217, (800) 856-8487. If youhave questions regarding your account or your Portfolio,please contact the Trustee at its principal unit investmenttrust division offices or your financial adviser. The Sponsordoes not have access to individual account information.The Bank of New York Mellon is subject to supervisionand examination by the Superintendent of Banks of theState of New York and the Board of Governors of theFederal Reserve System, and its deposits are insured bythe Federal Deposit Insurance Corporation to the extentpermitted by law. Additional information regarding theTrustee is set forth in the Information Supplement,including the Trustee’s qualifications and duties, its abilityto resign, the effect of a merger involving the Trustee andthe Sponsor’s ability to remove and replace the Trustee.See “Additional Information”.

TAXATION

This section summarizes some of the principal U.S.federal income tax consequences of owning Units of thePortfolios. Tax laws and interpretations are subject tochange, possibly with retroactive effect. Substantialchanges to the federal tax law were passed and signedinto law in December 2017, many of which becomeeffective in 2018 and may affect your investment in aPortfolio in a number of ways, including possibleunintended consequences. This summary does notdescribe all of the tax consequences to all taxpayers. For

A-24

example, this summary generally does not describe yoursituation if you are a corporation, a non-U.S. person, abroker/dealer, a tax-exempt entity, financial institution,person who marks to market their Units or other investorwith special circumstances. In addition, this section doesnot describe your alternative minimum, state, local orforeign tax consequences of investing in a 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 your Portfolio.

Additional information related to taxes is containedin the 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 furtherdiscussed 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 period

requirements are met. Income from the Portfolio andgains on the sale of your Units may also be subject to a3.8% federal tax imposed on net investment income ifyour adjusted gross income exceeds certain thresholdamounts, which are $250,000 in the case of marriedcouples filing joint returns and $200,000 in the case ofsingle individuals. In addition, your Portfolio may makedistributions that represent a return of capital for taxpurposes to the extent of the Unitholder’s basis in theUnits, 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 or redeemyour Units, you will generally recognize a taxable gain orloss. To determine the amount of this gain or loss, youmust subtract your adjusted tax basis in your Units fromthe amount you receive in the transaction. Your initial taxbasis in your Units is generally equal to the cost of yourUnits, generally including sales charges. In some cases,however, you may have to adjust your tax basis after youpurchase your Units.

Capital Gains and Losses and CertainOrdinary Income Dividends. Net capital gain equalsnet long-term capital gain minus net short-term capitalloss for the taxable year. Capital gain or loss is long-term ifthe holding period for the asset is more than one year andis short-term if the holding period for the asset is one yearor less. You must exclude the date you purchase your

A-25

Units to determine your holding period. However, if youreceive a capital gain dividend from your Portfolio and sellyour Units at a loss after holding it for six months or less,the loss will be recharacterized as long-term capital loss tothe extent of the capital gain dividend received. The taxrates for capital gains realized from assets held for oneyear or less are generally the same as for ordinary income.

In certain circumstances, ordinary income dividendsreceived by an individual Unitholder from a regulatedinvestment company such as your Portfolio may be taxedat the same rates that apply to net capital gain (asdiscussed above), provided certain holding periodrequirements are satisfied and provided the dividends areattributable to qualified dividend income received by thePortfolio itself. Each Portfolio will provide notice to itsUnitholders of the amount of any distribution which maybe taken into account as qualified dividend income whichis eligible for the capital gains tax rates. There is norequirement that tax consequences be taken into accountin 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 law.

Rollovers and Exchanges. If you elect to have yourproceeds from your Portfolio rolled over into a future trust,it would generally be considered a sale for federal incometax purposes and any gain on the sale will be treated as acapital gain, and, in general, any loss will be treated as acapital loss. However, any loss realized on a sale orexchange will be disallowed to the extent that Unitsdisposed of are replaced (including through reinvestmentof dividends) within a period of 61 days beginning 30 daysbefore and ending 30 days after disposition of Units or tothe extent that the Unitholder, during such period,acquires or enters into an option or contract to acquire,substantially identical stock or securities. In such a case,the basis of the Units acquired will be adjusted to reflect

the disallowed loss. The deductibility of capital losses issubject to other limitations in the tax law.

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.Recent legislation, effective in 2018, has suspended thedeductibility of expenses that are characterized asmiscellaneous itemized deductions, which includeinvestment expenses.

Foreign Investors. If you are a foreign investor (i.e.,an investor other than a U.S. citizen or resident or a U.S.corporation, partnership, estate or trust), generally, subjectto applicable tax treaties, distributions to you from yourPortfolio will be characterized as dividends for federalincome tax purposes (other than dividends that thePortfolio reports as capital gain dividends) and will besubject to U.S. income taxes, including withholding taxes,subject to certain exceptions described below. You maybe eligible under certain income tax treaties for a reductionin withholding rates. However, distributions received by aforeign investor from a Portfolio that are properly reportedby the trust as capital gain dividends may not be subjectto U.S. federal income taxes, including withholding taxes,provided that your Portfolio makes certain elections andcertain 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 Unitsgenerally 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.If required 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 to

A-26

certain 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 your Portfolio invests in anyforeign securities, the tax statement that you receivemay include an item showing foreign taxes yourPortfolio paid to other countries. In this case, dividendstaxed to you will include your share of the taxes yourPortfolio paid to other countries. You may be able todeduct or receive a tax credit for your share of thesetaxes if your Portfolio meets certain requirements forpassing through such deductions or credits to you.

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

Investors should consult their advisors concerningthe federal, state, local and foreign tax consequences ofinvesting in a 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 thetrust agreement, registration statement and otherdocuments relating to your Portfolio, federal and stateregistration fees and costs, the initial fees and expensesof the Trustee, and legal and auditing expenses. ThePublic Offering Price of Units includes the estimatedamount of these costs. The Trustee will deduct theseexpenses from your Portfolio’s assets at the end of theinitial 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.

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.

A-27

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 mailing reportsto Unitholders) incurred in connection with the operation ofthe Portfolio, (b) fees of the Trustee for extraordinaryservices, (c) expenses of the Trustee (including legal andauditing expenses) and of counsel designated by theSponsor, (d) various governmental charges, (e) expensesand costs of any action taken by the Trustee to protect thePortfolio and the rights and interests of Unitholders, (f) indemnification of the Trustee for any loss, liability orexpenses incurred in the administration of the Portfoliowithout negligence, bad faith or wilful misconduct on itspart, (g) foreign custodial and transaction fees (which mayinclude compensation paid to the Trustee or its subsidiariesor affiliates), (h) costs associated with liquidating thesecurities held in the Portfolio, (i) any offering costs incurredafter the end of the initial offering period and (j) expenditures incurred in contacting Unitholders upontermination of the Portfolio. Your Portfolio may pay theexpenses of updating its registration statement each year.The Dividend Sustainability Portfolio and the GlobalDividend Sustainability Portfolio will each pay a license feeto Standard & Poor’s Investment Advisory Services LLC,for the use of certain trademarks and other property. TheEuropean Dividend Sustainability Portfolio and the GlobalDividend Sustainability Portfolio will each pay a license feeto Standard & Poor’s Financial Services LLC, for the use ofcertain trademarks and other property.

OTHER MATTERS

Legal Opinions. The legality of the Units offeredhereby has been passed upon by Paul Hastings LLP.

Dorsey & Whitney LLP has acted as counsel to theTrustee.

Independent Registered Public AccountingFirm. The statements of condition and the relatedportfolios 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 your 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.

THIS PAGE INTENTIONALLY LEFT BLANK.

TABLE OF CONTENTS

Title Page

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

Public Accounting Firm .................................. 21Statements of Condition ................................... 22The Portfolios .................................................... A-1Objectives and Securities Selection ................... A-2Risk Factors ...................................................... A-5Public Offering ................................................... A-13Retirement Accounts ......................................... A-17Fee Accounts .................................................... A-17Rights of Unitholders ......................................... A-18Portfolio Administration...................................... A-21Taxation ............................................................. A-23Portfolio Operating Expenses............................. A-26Other Matters .................................................... A-27Additional Information ........................................ A-27

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

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

U-EMSPRO1868

PROSPECTUS

May 1, 2018


International Dividend SustainabilityPortfolio 2018-2



Please retain this prospectus for future reference.

INVESCO

dividend sustainability portfolio 2018-2 international ... · the s&p 500 dividend aristocrats...

Documents