reit income portfolio 2020-1 diversified healthcare portfolio … · health care centers,...

REIT Income Portfolio 2020-1

Diversified Healthcare Portfolio 2020-1

Energy Portfolio 2020-1

Financial Institutions Portfolio 2020-1

Utility Income Portfolio 2020-1

The unit investment trusts named above (the “Portfolios”), included in Invesco Unit Trusts, Series 2033, each invest ina portfolio of stocks. Of course, we cannot guarantee that a Portfolio will achieve its objective.

February 13, 2020

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

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

Any contrary representation is a criminal offense.

INVESCO

Investment Objective. The Portfolio seeks totalreturn through growth of capital and current income.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolioof real estate investment trusts (“REITs”). InvescoCapital Markets, Inc. is the Sponsor of the Portfolio.The Portfolio is diversified among different publicly-traded REIT sectors, including but not limited to:office, apartment, industrial, retail, self-storage andhealth care. Further, the strategy and philosophy arebased on two fundamental principles: maximizingpredictability and consistency of investment returns,and minimizing risk through strict attention to portfoliodesign. The first step in the selection process isdefining a qualified universe of equity REITs, includingonly companies with sufficient trading volume toprovide liquidity. The second step is fundamentalanalysis of properties, market cycles, managementteams and corporate structures, evaluating theproperties on the basis of location and physicalattributes, and eliminating weaker or higher-riskcompanies. Step three is securities analysis, in whichstocks are evaluated and rated according to relativevalue using multiple valuation criteria. Portfolioconstruction is the final step, including statisticallymeasuring, setting and monitoring risk and return,diversifying among all major sectors of real estate,seeking the potential for optimum risk/return for theoverall portfolio.

Malls, shopping centers, apartment buildings,health care centers, warehouses, offices and the likeare often owned and managed by REITs. REITs of thetype held by the Portfol io are publ icly-tradedcompanies that own, develop, acquire and/or operateincome producing real estate properties. By combiningthe capital of many investors, a REIT can purchase allforms of real estate. The Sponsor believes that REITsallow individual investors to participate and benefitfrom the growing real estate industry. In addition,improving stability in the real estate market, compellingmarket values and the search for less volat i leinvestments in turbulent markets are prompting

investors to look at REITs. In the current environment,the Sponsor believes that REITs may offer appealinginvestment characteristics, such as:

• Dividends and Dividend Growth – REITs mayoffer a source of regular income. Each yearREITs are required to distribute at least 90% oftheir taxable income as dividends toshareholders. In addit ion, REITs havehistorically shown the ability to provide year-over-year dividend growth that exceeds therate of inflation.

• Divers i f icat ion – REITs may providediversification to your overall portfolio as theyhave historically shown a relatively low pricecorrelation to price movements of the overallstock and bond markets. In volatile markets,REITs may provide a way to add balance toyour portfolio.

• Long Term Performance – REITs (asmeasured by the FTSE NAREIT Equity REITIndex) have generally delivered attractive long-term returns through various economic andmarket cycles.

• Specialization – REITs can provide skilled andexper ienced management and typical lyspecialize in either a specific type of propertyor geographic area. When combined, REITscan spread an investment among securities ofdifferent issuers in different REIT sectors,which may offer reduced risk or volatil itycompared to investing in individual REITs.

• Liquidity – Because REIT shares are tradedon major stock exchanges, they are generallyhighly liquid.

There is no assurance that the trends discussedabove will continue or that expectations will actuallyoccur. This investment could be adversely affected ifthese trends do not continue or if current expectationsare not realized.

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REIT Income Portfolio

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

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

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

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

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

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

• You could experience dilution of yourinvestment if the size of the Portfolio isincreased as Units are sold. There is noassurance that your investment will maintainits proportionate share in the Portfolio’s profitsand losses.

• The Portfolio is concentrated in securitiesof REITs and other real estate companies.Shares of REITs and other real estate companiesmay appreciate or depreciate in value, or paydividends depending upon global and localeconomic conditions, changes in interest ratesand the strength or weakness of the overall realestate market. Negative developments in the realestate industry 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.

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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 0.673% $6.500 ______ ______ ______ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.397% $3.835Supervisory, bookkeeping

and administrative fees 0.057 0.550 ______ ______

Total 0.454% $4.385* ______ ______ ______ ______

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 $ 3843 years 8335 years 1,30810 years 2,392

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

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

Essential Information

Unit Price at Initial Date of Deposit $10.0000

Initial Date of Deposit February 13, 2020

Mandatory Termination Date February 10, 2022

Historical 12 Month Distributions1 $0.24387 per Unit

Estimated Initial Distribution1 $0.02 per Unit

Record Dates 10th day of March 2020 and each month thereafter

Distribution Dates 25th day of March 2020 and each month thereafter

CUSIP Numbers Cash – 46146E461

Reinvest – 46146E479

Fee Based Cash – 46146E487

Fee Based Reinvest – 46146E495

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

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Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Diversified - 40.84% 71 American Tower Corporation $ 256.180 $ 18,188.78 117 Americold Realty Trust 36.560 4,277.52 112 Crown Castle International Corporation 163.210 18,279.52 13 Equinix, Inc. 623.140 8,100.82 101 QTS Realty Trust, Inc. - CL A 59.290 5,988.29 131 Rayonier, Inc. 28.920 3,788.52 530 VEREIT, Inc. 9.790 5,188.70 347 VICI Properties, Inc. 27.720 9,618.84 125 Vornado Realty Trust 67.360 8,420.00 Health Care - 9.73% 277 Healthpeak Properties, Inc. 36.750 10,179.75 159 Ventas, Inc. 58.680 9,330.12 Industrial - 6.79% 47 Prologis, Inc. 96.790 4,549.13 115 Rexford Industrial Realty, Inc. 50.900 5,853.50 53 Terreno Realty Corporation 60.400 3,201.20 Lodging/Resorts - 1.49% 221 Sunstone Hotel Investors, Inc. 13.530 2,990.13 Office - 12.83% 44 Alexandria Real Estate Equities, Inc. 173.410 7,630.04 85 Boston Properties, Inc. 145.020 12,326.70 152 Hudson Pacific Properties, Inc. 37.970 5,771.44 Residential - 19.63% 127 American Campus Communities, Inc. 47.110 5,982.97 71 Camden Property Trust 115.990 8,235.29 157 Invitation Homes, Inc. 31.820 4,995.74 37 Mid-America Apartment Communities, Inc. 142.530 5,273.61 28 Sun Communities, Inc. 166.300 4,656.40 207 UDR, Inc. 49.290 10,203.03 Retail - 6.51% 69 Agree Realty Corporation 75.510 5,210.19 42 Federal Realty Investment Trust 123.840 5,201.28 19 Simon Property Group, Inc. 139.170 2,644.23 Self Storage - 2.18% 39 Extra Space Storage, Inc. 112.160 4,374.24___________ ____________ 3,496 $ 200,459.98___________ _______________________ ____________

See “Notes to Portfolios”.

Investment Objective. The Portfolio seeks capitalappreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in aportfolio primarily consisting of stocks of companiesdiversi f ied within the healthcare industry. Thehealthcare industry is current ly composed ofpharmaceutical, biotechnology, healthcare providers,medical devices and medical supply companies. ThePortfolio may represent an attractive alternative forinvestors choosing to have a portion of their portfoliorepresented in this sector. Due to sub-sectorscontinuously falling in and out of favor, Invesco CapitalMarkets, Inc., the Sponsor, has designed the Portfolioto take advantage of opportunities to overweight orunderweight part icular sub-sectors within thehealthcare industry based on its current outlook. Thehealthcare industry appears to be revolutionizing otherareas such as medical diagnostics, equipment andservices, agriculture, patient care forensics andenvironmental cleanup and preservation.

The healthcare sector current ly representsapproximately 14% of the Standard & Poor’s 500Index in terms of market value. The Sponsor believesearnings streams of companies in the healthcaresector tend, in large part, to be de-linked from thedomestic economy as a whole.

The healthcare sector may be defensive in nature;despite changes in the economy, approximately 300million people live in the U.S. and are in need ofquality healthcare. In addition to the U.S. market,many healthcare companies derive a significantportion of their profits from overseas markets. Theproportion of gross domestic product spent onhealthcare has continued to increase in manydeveloped countries. Demographic trends may favorthe healthcare sector. On one hand advances intechnology have prolonged the average lifespan andon the other hand the aging of the “Baby Boomer”segment of the population has stimulated demand forpharmaceuticals and medical devices. As costs of

healthcare continue to increase, the managed careindustry is pressured to develop more sophisticatedrisk and cost sharing programs and to processclaims more quickly and accurately.

The companies selected for the Portfolio may sharea variety of traits, among others, as of the time ofselection, such as:

• Innovative products and services

• Operations within a market with high barriers toentry

• Ownership of highly valuable intangible assetssuch as patents and intellectual property

• FactSet Estimates consensus analystrecommendation of “Hold” or better

• Attractive balance sheets

• Well-capitalized

FactSet Estimates is a database that provides detail-level estimates and recommendations from manydifferent contributing f irms. FactSet Estimatestranslates the data into a uniform consensus averagerecommendation from the contributing firms.



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 may

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Diversified Healthcare Portfolio

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differ 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”.






• 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 Portfol io is concentrated insecurities issued by companies in thehealthcare sector. Negative developmentsin this sector will affect the value of your

investment more than would be the case in amore diversified investment.


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Fee Table








Total 0.364% $3.521* ______ ______ ______ ______

Example










Record Dates 10th day of each June, September, December and March, commencing June 10, 2020

Distribution Dates 25th day of each June, September, December and March, commencing June 25, 2020






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Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Biotechnology - 18.81% 48 AbbVie, Inc. $ 97.790 $ 4,693.92 45 Alexion Pharmaceuticals, Inc. 105.190 4,733.55 20 Amgen, Inc. 227.000 4,540.00 14 Biogen, Inc. 331.760 4,644.64 70 Gilead Sciences, Inc. 66.950 4,686.50 19 Vertex Pharmaceuticals, Inc. 242.210 4,601.99 Health Care Equipment - 24.87% 52 Abbott Laboratories 88.790 4,617.08 18 Becton, Dickinson and Company 252.230 4,540.14 110 Boston Scientific Corporation 42.230 4,645.30 8 Intuitive Surgical, Inc. 592.840 4,742.72+ 40 Medtronic plc 116.490 4,659.60 21 Stryker Corporation 216.080 4,537.68 12 Teleflex, Inc. 377.390 4,528.68 29 Zimmer Biomet Holdings, Inc. 158.700 4,602.30 Health Care Facilities - 3.15% 31 HCA Healthcare, Inc. 150.560 4,667.36 Health Care Services - 6.34% 21 Cigna Corporation 222.560 4,673.76 64 CVS Health Corporation 73.750 4,720.00 Health Care Technology - 3.10% 60 Cerner Corporation 76.680 4,600.80 Life Sciences Tools & Services - 6.30% 28 IQVIA Holdings, Inc. 166.110 4,651.08 14 Thermo Fisher Scientific, Inc. 334.570 4,683.98 Managed Health Care - 9.29% 16 Anthem, Inc. 296.000 4,736.00 12 Humana, Inc. 373.860 4,486.32 15 UnitedHealth Group, Inc. 303.480 4,552.20 Pharmaceuticals - 28.14% 70 Bristol-Myers Squibb Company 67.000 4,690.00 32 Eli Lilly & Company 143.510 4,592.32 31 Johnson & Johnson 151.090 4,683.79 56 Merck & Company, Inc. 83.250 4,662.00+ 206 Mylan N.V. 22.160 4,564.96+ 47 Novartis AG - ADR 99.010 4,653.47 123 Pfizer, Inc. 37.740 4,642.02+ 92 Sanofi - ADR 50.620 4,657.04 32 Zoetis, Inc. 142.980 4,575.36___________ ____________ 1,456 $ 148,266.56___________ _______________________ ____________


Investment Objective. The Portfolio seeks toprovide capital appreciation and dividend income.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in stocksof energy companies. The energy sector is one ofthe elements of the Standard & Poor’s 500 Index,currently representing approximately 4% of themarket value of that Index. The Portfolio includesglobal companies which derive a sizable amount ofrevenue from sources outside the United States andwhich are tied economically to a number of countriesthroughout the world.

Stocks are selected by Invesco Capital Markets, Inc.,the Sponsor, for a variety of reasons including industryposition, growth potential and valuation. The finalPortfolio is constructed to provide diversification amongregions, market capitalizations and subindustries withinthe energy sector.

The energy industry consists of companies active inthe extraction and refining of natural resourcesworldwide. Within the industry, the crude petroleumand natural gas sectors are made up of companiesthat operate oil and gas field properties, including theextraction of oi l , the production of gas andhydrocarbon l iquids. The portfol io may includedistributors and large multinational firms in both oil andnatural gas industr ies, integrated oi l and gascompanies, oil and gas production and explorationcompanies, and companies involved in energyequipment and services.



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”.



• A security issuer may be unwilling orunable to declare dividends or makeother distributions in the future, or mayreduce the level of dividends declared.This may reduce the level of income certain ofthe Portfolio’s securities pay which wouldreduce your income and may cause the valueof your Units to fall.



• Stocks of foreign companies in thePortfolio present risks beyond those of

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Energy Portfolio

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U.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 thevalue of foreign currencies.

• The Portfolio is concentrated insecurities issued by companies in theenergy sector. Negative developments in thissector will affect the value of your investmentmore than would be the case in a morediversified investment.

• The Portfolio invests in MLPs. MostMLPs operate in the energy sector and aresubject to the risks generally applicable tocompanies in that sector, includingcommodity pricing risk, supply and demandrisk, depletion risk and exploration risk. MLPsare also subject to the risk that regulatory orlegislative changes could limit or eliminate thetax benefits enjoyed by MLPs which couldhave a negative impact on the after-taxincome available for distribution by the MLPsand/or the value of the Port fo l io’sinvestments.


Fee Table








Total 0.454% $4.385* ______ ______ ______ ______

Example


















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Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Integrated Oil & Gas - 26.91%+ 154 BP plc - ADR $ 37.170 $ 5,724.18 51 Chevron Corporation 112.040 5,714.04 94 Exxon Mobil Corporation 61.270 5,759.38+ 382 Petroleo Brasileiro S.A. - ADR 14.920 5,699.44+ 109 Royal Dutch Shell plc - ADR CL A 52.650 5,738.85+ 194 Suncor Energy, Inc. 29.550 5,732.70+ 115 Total S.A. - ADR 49.810 5,728.15 Oil & Gas Equipment & Services - 11.58% 257 Baker Hughes Company 22.160 5,695.12 258 Halliburton Company 22.350 5,766.30+ 165 Schlumberger, Ltd. 35.050 5,783.25 Oil & Gas Exploration & Production - 34.53% 72 Concho Resources, Inc. 79.140 5,698.08 96 ConocoPhillips 59.760 5,736.96 212 Continental Resources, Inc. 26.550 5,628.60 246 Devon Energy Corporation 23.260 5,721.96 77 Diamondback Energy, Inc. 74.350 5,724.95 76 EOG Resources, Inc. 75.380 5,728.88 340 Parsley Energy, Inc. - CL A 16.770 5,701.80 42 Pioneer Natural Resources Company 137.610 5,779.62 479 WPX Energy, Inc. 11.950 5,724.05 Oil & Gas Refining & Marketing - 11.52% 97 Marathon Petroleum Corporation 58.930 5,716.21 63 Phillips 66 91.140 5,741.82 67 Valero Energy Corporation 85.040 5,697.68 Oil & Gas Storage & Transportation - 15.46%+ 133 Enbridge, Inc. 43.060 5,726.98 450 Energy Transfer, L.P. 12.830 5,773.50 218 Enterprise Products Partners, L.P. (3) 26.500 5,777.00 240 MPLX, L.P. (3) 23.950 5,748.00___________ ____________ 4,687 $ 148,967.50___________ _______________________ ____________


Investment Objective. The Portfolio seeks capitalappreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in aportfolio of stocks issued by companies diversifiedwithin the financial services industry. The Portfolioalso seeks current dividend income as a secondaryobjective. Financial institutions generally includeinsurance companies, banks, thrifts, savings andloans, consumer and industrial finance companies,secur i t ies brokerage companies, investmentmanagers and leasing companies. The Portfolio mayinvest in some or all of these sectors. The financialsector currently represents approximately 13% ofthe Standard & Poor’s 500 Index in terms of marketvalue. When selecting companies for inclusion in thisPortfolio Invesco Capital Markets, Inc., the Sponsor,considered elements such as geographic location ofthe inst i tut ions, credi t t rends, interest rates,individual investor activity and the level of premiumsin the insurance industry. Depending upon the typeof financial institution, both value and growth metricsmay be considered.

Proper financial planning gives investors the potentialto achieve their goals. Proper planning in the past mayhave meant opening a savings account. However, mostinvestors today feel a need to seek greater growthpotential with broader diversification of investments,such as money-market accounts, high-risk securities oreven an insurance package. Many investors rely onintermediaries to help them select the appropriateinvestments, such as insurance companies, banks,investment firms, consumer and commercial financecompanies, and securities brokerage companies.


Of course, we cannot guarantee that your Portfoliowill achieve its objective. The value of your Units may

fall below the price you paid for the Units. You shouldread the “Risk Factors” section before you invest.

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






• Stocks of foreign companies in thePortfolio present risks beyond those ofU.S. issuers. These risks may include market

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Financial Institutions Portfolio

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and political factors related to the company’sforeign market, international trade conditions, lessregulation, smaller or less liquid markets,increased volatility, differing accounting practicesand changes in the value of foreign currencies.

• The Portfolio is concentrated in securitiesissued by companies in the financialssector. Negative developments in this sectorwill affect the value of your investment morethan would be the case in a more diversifiedinvestment.


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Fee Table








Total 0.384% $3.708* ______ ______ ______ ______

Example


















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Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Asset Management & Custody Banks - 10.15% 9 BlackRock, Inc. $ 572.480 $ 5,152.32 79 Blackstone Group, Inc. - CL A 62.850 4,965.15 36 T. Rowe Price Group, Inc. 138.480 4,985.28 Consumer Finance - 6.62% 37 American Express Company 133.240 4,929.88 48 Capital One Financial Corporation 102.800 4,934.40 Data Processing & Outsourced Services - 10.05% 15 Mastercard, Inc. - CL A 334.160 5,012.40 42 PayPal Holdings Inc 118.560 4,979.52 24 Visa, Inc. - CL A 207.440 4,978.56 Diversified Banks - 16.63% 142 Bank of America Corporation 34.920 4,958.64 62 Citigroup, Inc. 79.330 4,918.46 36 JPMorgan Chase & Company 138.000 4,968.00+ 61 Royal Bank of Canada 81.530 4,973.33+ 87 Toronto-Dominion Bank 56.840 4,945.08 Financial Exchanges & Data - 13.22% 24 CME Group, Inc. - CL A 207.640 4,983.36 52 Intercontinental Exchange, Inc. 94.390 4,908.28 16 MSCI, Inc. 308.180 4,930.88 16 S&P Global, Inc. 303.830 4,861.28 Insurance Brokers - 3.35% 42 Marsh & McLennan Companies, Inc. 118.750 4,987.50 Investment Banking & Brokerage - 6.66% 104 Charles Schwab Corporation 47.790 4,970.16 88 Morgan Stanley 56.180 4,943.84 Life & Health Insurance - 3.31% 94 MetLife, Inc. 52.470 4,932.18 Property & Casualty Insurance - 9.98% 40 Allstate Corporation 123.780 4,951.20+ 30 Chubb, Ltd. 163.890 4,916.70 60 Progressive Corporation 83.240 4,994.40 Regional Banks - 20.03% 128 Citizens Financial Group, Inc. 38.880 4,976.64 167 Fifth Third Bancorp 29.640 4,949.88 298 First Horizon National Corporation 16.600 4,946.80 32 PNC Financial Services Group, Inc. 155.210 4,966.72 19 SVB Financial Group 265.100 5,036.90 91 Truist Financial Corporation 54.440 4,954.04___________ ____________ 1,979 $ 148,911.78___________ _______________________ ____________


Investment Objective. The Portfolio seeksdividend income with the potential for capitalappreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in aportfolio of stocks of companies diversified within theutility industry. The Portfolio seeks to achieve anattractive, sustainable level of income, with potentialfor growth of income, and while also offering thepotential of capital appreciation. In selecting securitiesfor the Portfolio, Invesco Capital Markets, Inc., theSponsor, selected common stocks of ut i l i tycompanies whose corporate debt was ratedinvestment grade as of the time of selection, haveincreased dividend payments in recent years, havepositive forward earnings estimates and have thepotential for future dividend increases.

There are many things consumers will sacrifice ina tight economy or if they’ve lost their job, however,few consumers will sacrifice the basic utilities thatdrive their lives. Whether it’s electric power, water fordrinking and sewage or the gas they use to heattheir homes and cook, most consumers will continueto use power. In fact, the consumption of electricpower and natural gas has generally been on ther ise s ince 1973. Because ut i l i t ies are such afundamental part of consumer lives, utility stocksmay offer severa l advantages. Technologica linnovation continues to drive the world and increaseenergy usage. With energy such a key part ofmodern society, sharp declines in usage may be lessl ikely. While uti l i ty companies need to weatherchanges in their industry, such as new regulation orincreased competition, the fundamental demand fortheir product is unlikely to disappear.



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”.






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Utility Income Portfolio

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• The Portfolio is concentrated in securitiesissued by companies in the utilitysector. Negative developments in this sectorwill affect the value of your investment morethan would be the case in a more diversifiedinvestment.


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Fee Table








Total 0.237% $2.300* ______ ______ ______ ______

Example









Historical 12 Month Distributions 1 $0.25663 per Unit


Record Dates 10th day of March 2020 and each month thereafter

Distribution Dates 25th day of March 2020 and each month thereafter






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Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Electric Utilities - 52.03% 101 Alliant Energy Corporation $ 58.660 $ 5,924.66 58 American Electric Power Company, Inc. 101.790 5,903.82 61 Duke Energy Corporation 97.920 5,973.12 45 Entergy Corporation 131.560 5,920.20 84 Evergy, Inc. 70.740 5,942.16 65 Eversource Energy 91.260 5,931.90 120 Exelon Corporation 49.260 5,911.20 115 FirstEnergy Corporation 51.480 5,920.20 22 NextEra Energy, Inc. 270.260 5,945.72 130 OGE Energy Corporation 45.830 5,957.90 164 PPL Corporation 36.280 5,949.92 86 Southern Company 68.620 5,901.32 86 Xcel Energy, Inc. 69.030 5,936.58 Gas Utilities - 3.98% 50 Atmos Energy Corporation 117.940 5,897.00 Multi-Utilities - 39.96% 70 Ameren Corporation 84.570 5,919.90 219 CenterPoint Energy, Inc. 27.120 5,939.28 88 CMS Energy Corporation 67.360 5,927.68 64 Consolidated Edison, Inc. 92.870 5,943.68 69 Dominion Energy, Inc. 85.780 5,918.82 44 DTE Energy Company 133.750 5,885.00 199 NiSource, Inc. 29.830 5,936.17 102 Public Service Enterprise Group, Inc. 58.210 5,937.42 37 Sempra Energy 158.890 5,878.93 59 WEC Energy Group, Inc. 100.750 5,944.25 Water Utilities - 4.03% 44 American Water Works Company, Inc. 135.700 5,970.80___________ ____________ 2,182 $ 148,217.63___________ _______________________ ____________


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Notes to Portfolios

(1) The Securities are initially represented by “regular way” contracts for the performance of which an irrevocable letter ofcredit has been deposited with the Trustee. Contracts to acquire Securities were entered into on February 12, 2020 andhave a settlement date of February 14, 2020 (see “The Portfolios”).

(2) The value of each Security is determined on the bases set forth under “Public Offering--Unit Price” as of the close of theNew York Stock Exchange on the business day before the Initial Date of Deposit. In accordance with FASB AccountingStandards Codification (“ASC”), ASC 820, Fair Value Measurements and Disclosures, the Portfolio’s investments areclassified as Level 1, which refers to security prices determined using quoted prices in active markets for identicalsecurities. Other information regarding the Securities, as of the Initial Date of Deposit, is as follows:

Profit Cost to (Loss) To Sponsor Sponsor ______________ _____________

REIT Income Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 200,460 $ 0Diversified Healthcare Portfolio . . . . . . . . . . . . . . . . . . . . . . . . $ 148,267 $ 0Energy Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,968 $ 0Financial Institutions Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,912 $ 0Utility Income Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,218 $ 0

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

(3) These securities, representing approximately 8.03% of the Energy Portfolio, are MLPs and are expected to be treated as“qualified publicly traded partnerships” for federal tax purposes. See “Portfolio Administration” regarding the Portfolio’slimitation with investments in such securities.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sponsor and Unitholders of Invesco Unit Trusts, Series 2033:

Opinion on the Financial Statements

We have audited the accompanying statements of condition (including the related portfolio schedules) of REITIncome Portfolio 2020-1; Diversified Healthcare Portfolio 2020-1; Energy Portfolio 2020-1; Financial InstitutionsPortfolio 2020-1 and Utility Income Portfolio 2020-1 (included in Invesco Unit Trusts, Series 2033 (the “Trust”)) as ofFebruary 13, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, thefinancial statements present fairly, in all material respects, the financial position of the Trust as of February 13, 2020,in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financialstatements, whether due to error or fraud, and performing procedures that respond to those risks. Suchprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in thefinancial statements. Our audits also included evaluating the accounting principles used and significantestimates made by the Sponsor, as well as evaluating the overall presentation of the financial statements. Ourprocedures included confirmation of cash or irrevocable letters of credit deposited for the purchase ofsecurities as shown in the statements of condition as of February 13, 2020 by correspondence with The Bankof New York Mellon, Trustee. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

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

New York, New YorkFebruary 13, 2020

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STATEMENTS OF CONDITIONAs of February 13, 2020

REIT Diversified Income HealthcareINVESTMENT IN SECURITIES Portfolio Portfolio _____________ _____________Contracts to purchase Securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 200,460 $ 148,267 _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 200,460 $ 148,267 _____________ _____________ _____________ _____________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities-- Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,303 $ 851 Deferred sales charge liability (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,510 3,336 Creation and development fee liability (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,002 741 Interest of Unitholders-- Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200,460 148,267 Less: deferred sales charge, creation and development fee and organization costs (2)(4)(5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,815 4,928 _____________ _____________ Net interest to Unitholders (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193,645 143,339 _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 200,460 $ 148,267 _____________ _____________ _____________ _____________Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,046 14,827 _____________ _____________ _____________ _____________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.660 $ 9.668 _____________ _____________ _____________ _____________

(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.

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STATEMENTS OF CONDITION (continued)As of February 13, 2020

Financial Utility Energy Institutions IncomeINVESTMENT IN SECURITIES Portfolio Portfolio Portfolio _____________ _____________ _____________Contracts to purchase Securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,968 $ 148,912 $ 148,218 _____________ _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,968 $ 148,912 $ 148,218 _____________ _____________ _____________ _____________ _____________ _____________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities-- Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 968 $ 968 $ 440 Deferred sales charge liability (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,352 3,351 3,335 Creation and development fee liability (4) . . . . . . . . . . . . . . . . . . . . . 745 745 741 Interest of Unitholders-- Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148,968 148,912 148,218 Less: deferred sales charge, creation and development fee and organization costs (2)(4)(5)(6) . . . . . . . . . . . . . . . . . . . . 5,065 5,064 4,516 _____________ _____________ _____________ Net interest to Unitholders (5) . . . . . . . . . . . . . . . . . . . . . . . . . . 143,903 143,848 143,702 _____________ _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,968 $ 148,912 $ 148,218 _____________ _____________ _____________ _____________ _____________ _____________Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,897 14,892 14,822 _____________ _____________ _____________ _____________ _____________ _____________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.660 $ 9.660 $ 9.695 _____________ _____________ _____________ _____________ _____________ _____________

(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.

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THE PORTFOLIOS

The Portfolios were created under the laws of the Stateof New York pursuant to a Trust Indenture and TrustAgreement (the “Trust Agreement”), dated the date of thisprospectus (the “Initial Date of Deposit”), among InvescoCapital Markets, Inc., as Sponsor, Invesco InvestmentAdvisers LLC as Supervisor, and The Bank of New YorkMellon, as Trustee.

The Portfolios offer investors the opportunity topurchase Units representing proportionate interests inportfolios 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, thePortfolios 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 each “Portfolio” and any additionalsecurities deposited into each Portfolio.

Additional Units of a Portfolio may be issued at anytime by deposit ing in the Portfol io ( i ) addit ionalSecurities, (ii) contracts to purchase Securities togetherwith cash or irrevocable letters of credit or (iii) cash (or aletter of credit or the equivalent) with instructions topurchase additional Securities. As additional Units areissued by a Portfolio, the aggregate value of theSecurities will be increased and the fractional undividedinterest represented by each Unit may be decreased.The Sponsor may continue to make additional depositsinto a 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, provided that for thefirst 90 days additional deposits into the FinancialInstitutions Portfolio will be in approximately equal dollaramounts of each Security. Investors may experience adilution of their investments and a reduction in theiranticipated income because of fluctuations in the pricesof the Securities between the time of the deposit and thepurchase of the Securities and because the Portfolioswill pay the associated brokerage or acquisition fees. Inaddition, during the initial offering of Units it may not bepossible to buy a particular Security due to regulatory ortrading restrictions, or corporate actions. While suchlimitations are in effect, additional Units would becreated by purchasing each of the Securities in yourPortfolio that are not subject to those limitations. Thiswould also result in the dilution of the investment in anysuch Security not purchased and potential variances inanticipated income. Purchases and sales of Securitiesby your Portfolio may impact the value of the Securities.This may especially be the case during the initial offeringof Units, upon Portfolio termination and in the course ofsatisfying large Unit redemptions.

Each Unit of your Portfolio initially offered representsan undivided interest in the Portfolio. At the close of theNew York Stock Exchange on the Initial Date of Deposit,the number 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 anyhistorical or estimated per Unit distribution amount willincrease or decrease to the extent of any adjustment. Tothe extent that any Units are redeemed to the Trustee oradditional Units are issued as a result of additionalSecurities being deposited by the Sponsor, the fractionalundivided interest in your Portfolio represented by eachunredeemed Unit will increase or decrease accordingly,although the actual interest in your Portfolio will remainunchanged. Units will remain outstanding until redeemedupon tender to the Trustee by Unitholders, which mayinclude the Sponsor, or until the termination of the TrustAgreement.

Each Portfolio consists of (a) the Securities (includingcontracts for the purchase thereof) listed under the

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applicable “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 each Portfolio is described in theindividual Portfolio sections. There is no assurance thata Portfolio will achieve its objective.

The Sponsor does not manage the Portfolios. Youshould note that the Sponsor applied the selectioncriteria to the Securities for inclusion in the Portfoliosprior to the Initial Date of Deposit. After this time, theSecurities may no longer meet the selection criteria.Should a Security no longer meet the selectioncriteria, we will generally not remove the Security froma Portfolio. In offering the Units to the public, neitherthe Sponsor nor any broker-dealers arerecommending any of the individual Securities butrather the entire pool of Securities in a Portfolio, takenas a whole, which are represented by the Units.

RISK FACTORS

All investments involve risk. This section describes themain risks that can impact the value of the securities inthe Portfolios. You should understand these risks beforeyou invest. If the value of the securities falls, the value ofyour Units will also fall. We cannot guarantee that yourPortfolio will achieve its objective or that your investmentreturn will be positive over any period.

Market Risk. Market risk is the risk that the valueof the securities in your Portfolio will fluctuate. Thiscould cause the value of your Units to fall below youroriginal purchase price. Market value fluctuates inresponse to various factors. These can includechanges in interest rates, inflation, the financialcondition of a security’s issuer, perceptions of theissuer, or ratings on a security of the issuer. Eventhough your Portfol io is supervised, you shouldremember that we do not manage your Portfolio. Your

Portfolio will not sell a security solely because themarket value falls as is possible in a managed fund.

Dividend and Distribution Payment Risk.Dividend and distribution payment risk is the risk that anissuer of a security is unwill ing or unable to paydividends or issue distributions on a security. Stocksrepresent ownership interests in the issuers and are notobligations of the issuers. As applicable, master limitedpartnerships in your Portfolio issue periodic distributionsand do not declare dividends, as discussed below in“Master Limited Partnership Risk”. Commonstockholders have a right to receive dividends only afterthe company has provided for payment of its creditors,bondholders and preferred stockholders. Commonstocks do not assure dividend payments. Dividends arepaid only when declared by an issuer’s board ofdirectors and the amount of any dividend may vary overtime. If dividends or distributions received by yourPortfolio are insufficient to cover expenses, redemptionsor other Portfolio costs, it may be necessary for thePortfolio to sell Securities to cover such expenses,redemptions or other costs. Any such sales may result incapital gains or losses to you. See “Taxation”.

Master Limited Partnership Risk. The EnergyPortfolio invests in master limited partnerships (“MLPs”).MLPs are generally organized as limited partnerships orlimited liability companies that are taxed as partnershipsand whose equity shares (limited partnership units orlimited liability company units) are traded on securitiesexchanges like shares of common stock. An MLPgenerally consists of a general partner and limitedpartners. The general partner manages the partnership,has an ownership stake in the partnership (generallyaround 2%) and may hold incentive distribution rights,which entitle the general partner to a higher percentageof cash distributions as cash flows grow over time. Thelimited partners own the majority of the shares in an MLP,but generally do not have a role in the operation andmanagement of the partnership and do not have votingrights. MLPs generally distribute nearly all of their incometo investors (generally around 90%) in the form ofquarterly distributions. MLPs are not required to pay outa certain percentage of income but are able to do sobecause they do not pay corporate taxes.

Currently, most MLPs operate in the energy sector,with a particular emphasis on the midstream sector ofthe energy value chain, which includes the infrastructurenecessary to transport, refine and store oil and gas.Investments in MLP interests are subject to the risksgenerally applicable to companies in the energy sector,including commodity pricing risk, supply and demandrisk, depletion risk and exploration risk. In addition, thepotential for regulatory or legislative changes that couldimpact the highly regulated sectors in which MLPs investremains a significant risk to the segment. Since MLPstypically distribute most of their free cash flow, they areoften heavily dependent upon access to capital marketsto facilitate continued growth. A severe economicdownturn could reduce the ability of MLPs to accesscapital markets and could also reduce profitability byreducing energy demand. Certain MLPs may be subjectto additional liquidity risk due to limited trading volumes.

There are certain tax risks associated with MLPs towhich your Portfolio may be exposed, including the riskthat regulatory or legislative changes could limit oreliminate the tax benefits enjoyed by MLPs. These taxrisks, and any adverse determination with respectthereto, could have a negative impact on the after-taxincome available for distribution by the MLPs and/or thevalue of your Portfolio’s investments.

Industry Risks. Each Portfolio invests in a singleindustry. Any negative impact on the related industrywill have a greater impact on the value of Units thanon a portfolio diversified over several industries. Youshould understand the risks of these industries beforeyou invest.

The relative weighting or composition of yourPortfolio may change during the life of your Portfolio.Following the Initial Date of Deposit, the Sponsorintends to issue additional Units by depositing in yourPortfolio additional securities in a manner consistentwith the provisions described in the above sectionentitled “The Portfolios”. As described in that section,i t may not be possible to retain or cont inue topurchase one or more Securities in your Portfolio. Inaddit ion, due to certa in l imited circumstancesdescribed under “Portfol io Administrat ion”, thecomposition of the Securities in your Portfolio may

change. Accordingly, the fluctuations in the relativeweighting or composition of your Portfolio may resultin concentrations (25% or more of a Portfolio’s assets)in securities of a particular type, industry and/orgeographic region described in this section.

F inanc ia l Serv ices Issuers . The F inanc ia lInstitutions Portfolio invests primarily in banks andother financial services companies. Companies in thefinancial services industry include, but are not limited to,companies involved in activities such as banking,mortgage finance, consumer finance, specializedfinance, industrial finance and leasing, investmentbanking and brokerage, asset management andcustody, corporate lending, insurance, and financialinvestment and real estate, including real estateinvestment trusts. In general, financial services issuersare substantially affected by changes in economic andmarket conditions, including: the liquidity and volatilitylevels in the global financial markets; interest rates, aswell as currency and commodities prices; investorsentiment; the rate of corporate and consumer defaults;inflation and unemployment; the availability and cost ofcapital and credit; exposure to various geographicmarkets or in commercial and residential real estate;competition from new entrants in their fields of business;extensive government regulation; and the overall healthof the U.S. and international economies. Due to the widevariety of companies in the financial services sector, theymay behave and react in different ways in response tochanges in economic and market conditions.

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

Certain financial services companies may themselveshave concentrated portfolios, which makes them

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vulnerable 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 lawsand regulations may affect the manner in which aparticular financial institution does business and theproducts and services it may provide. Increased

regulation 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. The Dodd-Frank Act intended to cover virtually all participants in thefinancial services industry for years to come, includingbanks, thrifts, depository institution holding companies,mortgage lenders, insurance companies, industrial loancompanies, broker-dealers and other securities andinvestment advisory firms, private equity and hedgefunds, consumers, numerous federal agencies and thefederal regulatory structure. In particular, certainprovisions of the Dodd-Frank Act increased the capitalrequirements of certain financial services companiessupervised by the Federal Reserve, resulting in suchcompanies incurring generally higher deposit premiums.These types of regulatory changes led to some adverseeffects on certain financial services issuers anddecreases in such issuers’ profits or revenues.

The Economic Growth, Regulatory Relief andConsumer Protection Act (the “Relief Act”), enacted intofederal law on May 23, 2018, introduces changes onseveral aspects of the U.S. financial industry. The ReliefAct dilutes some of the stringent regulations imposedby the Dodd-Frank Act and aims to make things easierfor small- and medium-sized U.S. banks – however, allbanks will remain regulated. The Relief Act will relievesmall- and medium-sized banks from major regulatorycompliance costs linked with stricter scrutiny. The Relief

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Act may lead to further deregulation and roll-back of theDodd-Frank Act and the Sponsor is unable to predictthe impact that such changes may have on financialservices 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, creditavai labi l i ty, pr ices and currency transfers. Thedeparture of any European Union (“EU”) member fromuse of the Euro could lead to serious disruptions toforeign exchanges, operations and settlements, whichmay have an adverse effect on financial servicesissuers. More recently, there is uncertainty regardingthe state of the EU following the United Kingdom’s(“U.K.”) initiation on March 27, 2017, of the process toexit from the EU (“Brexit”). As of January 31, 2020 theU.K. has officially exited the EU, though negotiationsare still ongoing. 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, includingthe 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 to

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shrink due to the commoditization of tradit ionalbusinesses, new competitors, capital expenditures onnew technology and the pressure to compete globally.

Health Care Issuers. The Diversified HealthcarePortfolio invests exclusively in health care companies.These issuers include companies involved in advancedmedical devices and instruments, drugs andbiotechnology, managed care, hospitalmanagement/health services and medical supplies.These companies face substantial government regulationand approval procedures. General risks of health carecompanies include extensive competition, product liabilitylitigation and evolving government regulation.

On March 30, 2010, the Health Care and EducationReconciliation Act of 2010 (incorporating the PatientProtection and Affordable Care Act, collectively the“Act”) was enacted into law. The Act continues to have asignificant impact on the health care sector through theimplementation of a number of reforms in a complex andongoing process, with varying effective dates. Significantprovisions of the Act include the introduction of requiredhealth care coverage for most Americans, significantexpansion in the number of Americans eligible forMedicaid, modification of taxes and tax credits in thehealth care sector, and subsidized insurance for low tomiddle income families. The Act also provides for morethorough regulation of private health insuranceproviders, including a prohibition on the denial ofcoverage due to pre-existing conditions. Health carecompanies will face continuing and significant changesthat may cause a decrease in profitability due toincreased costs and changes in the health care market.In addition, the current Administration is seeking to repealthe Act and many aspects of it are therefore in flux. In late2017, along with the passage of sweeping tax reform,legislation was passed which eliminated the individualmandate (a penalty for failure to obtain a minimum levelof health insurance coverage) beginning in 2019. It isestimated that the repeal of the individual mandate willcause a significant amount of people to be uninsuredwhich may have an adverse effect on insurancepremiums and federal subsidies. The Sponsor is unableto predict the full impact of the Act, or of its potentialrepeal or modification, on the Securities in your Portfolio.

As illustrated by the Act, Congress may from time totime propose legislative action that will impact thehealth care sector. The proposals may span a widerange of topics, including cost and price controls (whichmay include a freeze on the prices of prescriptiondrugs), incentives for competition in the provision ofhealth care services, promotion of pre-paid health careplans and additional tax incentives and penalties aimedat the health care sector. The government could alsoreduce funding for health care related research.

Drug and medical products companies also face therisk of increasing competition from new products orservices, generic drug sales, product obsolescence,increased government regulation, termination of patentprotection for drug or medical supply products and therisk that a product will never come to market. Theresearch and development costs of bringing a new drugor medical product to market are substantial. Thisprocess involves lengthy government review with noguarantee of approval. These companies may havelosses and may not offer proposed products for severalyears, if at all. The failure to gain approval for a new drugor product can have a substantial negative effect on acompany and its stock. The goods and services of healthcare issuers are also subject to risks of malpracticeclaims, product liability claims or other litigation.

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).

Real Estate Investment Trusts. The REIT IncomePortfolio invests exclusively in real estate companieswhich consists primarily of real estate investment trusts(“REITs”), and, to a lesser extent, real estate operatingcompanies (“REOCs”). Any negative impact on the REITindustry will have a greater impact on the value of Unitsthan on a portfolio diversified over several industries. Youshould understand the risks of REITs before you invest.

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Many factors can have an adverse impact on theperformance of a particular REIT, including its cashavailable for distribution, the credit quality of a particularREIT or the real estate industry generally. The success ofREITs depends on various factors, including the quality ofproperty management, occupancy and rent levels,appreciation of the underlying property and the ability toraise rents on those properties. Economic recession, over-building, tax law changes, environmental issues, higherinterest rates or excessive speculation can all negativelyimpact REITs, their future earnings and share prices.

Risks associated with the direct ownership of realestate include, among other factors,

• general U.S. and global as well as localeconomic conditions,

• decline in real estate values,

• possible lack of availability of mortgagefunds,

• the financial health of tenants,

• over-building and increased competitionfor tenants,

• over-supply of properties for sale,

• changing demographics,

• changes in interest rates, tax rates andother operating expenses,

• changes in government regulations,

• faulty construction and the ongoing needfor capital improvements,

• regulatory and judicial requirements,including relat ing to l iabi l i ty forenvironmental hazards,

• the ongoing financial strength and viabilityof government sponsored enterprises,such as Fannie Mae and Freddie Mac,

• changes in neighborhood values andbuyer demand, and

• the unavailability of construction financingor mortgage loans at rates acceptable todevelopers.

Variations in rental income and space availability andvacancy rates in terms of supply and demand areadditional factors affecting real estate generally andREITs in particular. Properties owned by a REIT may notbe adequately insured against certain losses and maybe subject to significant environmental liabilities,including remediation costs.

You should also be aware that REITs may not bediversified and are subject to the risks of financingprojects. The real estate industry may be cyclical, and, ifyour Portfolio acquires REIT Securities at or near the topof the cycle, there is increased risk of a decline in valueof the REIT Securities during the life of your Portfolio.REITs are also subject to defaults by borrowers and themarket’s perception of the REIT industry generally.

Because of their structure, and the legal requirementthat they distribute at least 90% of their taxable incometo shareholders annually, REITs require frequentamounts of new funding, through both borrowingmoney and issuing stock. Thus, REITs historically havefrequently issued substantial amounts of new equityshares (or equivalents) to purchase or build newproperties. This may have adversely affected REITequity share market prices. Both existing and newshare issuances may have an adverse effect on theseprices in the future, especially when REITs continue toissue stock when real estate prices are relatively highand stock prices are relatively low.

Energy Issuers. The Energy Portfolio invests exclusivelyin energy companies and MLPs. Energy companies canbe significantly impacted by fluctuations in the prices ofenergy fuels, such as crude oil, natural gas, and otherfossil fuels. Extended periods of low energy fuel pricescan have a material adverse impact on an energycompany’s financial condition and results of operations.The prices of energy fuels can be materially impacted bygeneral economic conditions, demand for energy fuels,industry inventory levels, production quotas or otheractions that might be imposed by the Organization ofPetroleum Exporting Countries (OPEC), weather-relateddisruptions and damage, competing fuel prices, andgeopolitical risks. Recently, the price of crude oil, naturalgas and other fossil fuels has declined substantially andexperienced significant volatility, which has adversely

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impacted energy companies and their stock prices anddividends. The price of energy fuels may decline furtherand have further adverse effects on energy companies.

Some energy companies depend on their ability to findand acquire additional energy reserves. The explorationand recovery process involves significant operatinghazards and can be very costly. An energy company hasno assurance that it will find reserves or that any reservesfound will be economically recoverable.

The energy industry also faces substantial governmentregulation, including environmental regulation regarding airemissions and disposal of hazardous materials. Theseregulations may increase costs and limit production andusage of certain fuels. Additionally, governments havebeen increasing their attention to issues related togreenhouse gas (“GHG”) emissions and climate change,and regulatory measures to limit or reduce GHGemissions are currently in various stages of discussion orimplementation. GHG emissions-related regulations couldsubstantially harm energy companies, including byreducing the demand for energy fuels and increasingcompliance costs. Energy companies also face risksrelated to political conditions in oil producing regions (suchas the Middle East). Political instability or war in theseregions could negatively impact energy companies.

The operations of energy companies can be disruptedby natural or human factors beyond the control of theenergy company. These include hurricanes, floods, severestorms, and other weather events, civil unrest, accidents,war, earthquakes, fire, political events, systems failures,and terrorist attacks, any of which could result insuspension of operations. Energy companies also facecertain hazards inherent to operating in their industry, suchas accidental releases of energy fuels or other hazardousmaterials, explosions, and mechanical failures, which canresult in environmental damage, loss of life, loss ofrevenues, legal liability and/or disruption of operations.

Utility Issuers. The Utility Income Portfolio investsexclusively in utility companies or in companies relatedto the ut i l i ty or energy industr ies. Many ut i l i tycompanies, especially electric and gas and otherenergy related utility companies, are subject to variousuncertainties, including:

• Risks of increases in fuel and other operatingcosts;

• Restrictions on operations and increasedcosts and delays as a result ofenvironmental, nuclear safety and otherregulations;

• Regulatory restrictions on the ability to passincreasing wholesale costs along to the retailand business customer;

• Coping with the general effects of energyconservation;

• Technological innovations which may renderexisting plants, equipment or productsobsolete;

• The effects of unusual, unexpected orabnormal local weather;

• Maturing markets and difficulty in expandingto new markets due to regulatory and otherfactors;

• The potential impact of natural or manmadedisasters;

• Difficulty obtaining adequate returns oninvested capital, even if frequent rateincreases are approved by public servicecommissions;

• The high cost of obtaining financing duringperiods of inflation;

• Difficulties of the capital markets in absorbingutility debt and equity securities;

• Increased competition; and

• International politics.

Any of these factors, or a combination of thesefactors, could affect the supply of or demand for energy,such as electricity or natural gas, or water, or the abilityof the issuers to pay for such energy or water whichcould adversely affect the profitability of the issuers ofthe Securities and the performance of your Portfolio.

Utility companies are subject to extensive regulationat the federal level in the United States, and many areregulated at the state level as well. The value of utility

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company stocks may decline because governmentalregulation affecting the utilities industry can change. Thisregulation may prevent or delay the utility company frompassing along cost increases to its customers, whichcould hinder the utility company’s ability to meet itsobligations to its suppliers and could lead to the takingof measures, including the acceleration of obligations orthe institution of involuntary bankruptcy proceedings, byits creditors against such utility company. Furthermore,regulatory authorities, which may be subject to politicaland other pressures, may not grant future rateincreases, or may impose accounting or operationalpolicies, any of which could adversely affect acompany’s profitability and its stock price.

Certain utility companies have experienced full orpartial deregulation in recent years. These util itycompanies are frequently more similar to industrialcompanies in that they are subject to greatercompetition and have been permitted by regulators todiversify outside of their original geographic regionsand their tradit ional l ines of business. Theseopportunities may permit certain utility companies toearn more than their traditional regulated rates ofreturn. Some companies, however, may be forced todefend their core business and may be less profitable.While regulated providers tend to have regulatedreturns, non-regulated providers’ returns are notregulated and generally are more volatile. Thesedevelopments have reduced stability of cash flows inthose states with non-regulated providers and couldimpact the short-term earnings potential of some inthis industry. These trends have also made shares ofsome utility companies less sensitive to interest ratechanges but more sensitive to changes in revenue andearnings and caused them to reduce the ratio of theirearnings they pay out as dividends.

Certain utilities companies face risks associated withthe operation of nuclear facilities for electric generation,including, among other considerations, litigation, theproblems associated with the use of radioactivematerials and the effects of natural or man-madedisasters. In general, certain utility companies may faceadditional regulation and litigation regarding their powerplant operations, increased costs from new or greater

regulation of these operations, and expenses related tothe purchase of emissions control equipment.

Foreign Issuers. The Diversified HealthcarePortfolio, Energy Portfolio, and Financial InstitutionsPortfolio may invest in stocks of foreign companies.These Portfolios involve additional risks that differ froman investment in domestic stocks. These risks includethe risk of losses due to future political and economicdevelopments, international trade conditions, foreignwithholding taxes and restr ict ions on foreigninvestments or exchange of secur i t ies, foreigncurrency fluctuations or restriction on exchange orrepatriation of currencies.

The political, economic and social structures of someforeign countries may be less stable and more volatilethan those in the U.S. Investments in these countriesmay be subject to the risks of internal and externalconflicts, currency devaluations, foreign ownershiplimitations and tax increases. It is possible that agovernment may take over the assets or operations of acompany or impose restrictions on the exchange orexport of currency or other assets. Some countries alsomay have different legal systems that may make itdifficult for 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. dol lars and are registered with theSecurities and Exchange Commission (“SEC”). GDRsare receipts, issued by foreign banks or trustcompanies, or foreign branches of U.S. banks, thatrepresent an interest in shares of either a foreign or U.S.

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corporation. These instruments may not necessarily bedenominated in the same currency as the securities intowhich they may be converted. ADRs and GDRsgenerally involve the same types of risks as foreigncommon stock held directly. Some ADRs and GDRsmay experience less liquidity than the underlyingcommon stocks traded in their home market. ThePortfolios may invest in sponsored or unsponsoredADRs. Unlike a sponsored ADR where the depositaryhas an exclusive relationship with the foreign issuer, anunsponsored ADR may be created by a depositaryinstitution independently and without the cooperation ofthe foreign issuer. Consequently, information concerningthe foreign issuer may be less current or reliable for anunsponsored ADR and the price of an unsponsoredADR may be more volatile than if it was a sponsoredADR. Depositaries of unsponsored ADRs are notrequired to distribute shareholder communicationsreceived from the foreign issuer or to pass throughvoting rights to its holders. The holders of unsponsoredADRs generally bear all the costs associated withestablishing the unsponsored ADR, whereas the foreignissuers typically bear certain costs in a sponsored ADR.

The purchase and sale of the foreign securities mayoccur in foreign securities markets. Certain of thefactors stated above may make it impossible to buy orsell them in a timely manner or may adversely affect thevalue received on a sale of securities. Custody ofcertain of the securities in a Portfolio may be maintainedby a global custody and clearing institution which hasentered into a sub-custodian relationship with theTrustee. In addition, round lot trading requirements existin certain foreign securities markets. These round lottrading requirements could cause the proportionalcomposition and diversification of a Portfolio’s securitiesto vary when the Portfol io purchases addit ionalsecurities or sells securities to satisfy expenses or Unitredemptions. This could have a material impact oninvestment performance and portfolio composition.Brokerage commissions and other fees generally arehigher for foreign securities. Government supervisionand regulation of foreign securities markets, currencymarkets, trading systems and brokers may be less thanin the U.S. The procedures and rules governing foreign

transactions and custody (holding of the Portfolios’assets) also may involve delays in payment, delivery orrecovery of money or investments.

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

Certain foreign securities may be less liquid (harderto sell) and more volatile than many U.S. securities. Thismeans a Portfolio may at times be unable to sell foreignsecurities in a timely manner or at favorable prices.

Because securities of foreign issuers not listed on aU.S. securities exchange generally pay dividends andtrade in foreign currencies, the U.S. dollar value of thesesecurities and dividends will vary with fluctuations inforeign exchange rates. Most foreign currencies havefluctuated widely in value against the U.S. dollar forvarious economic and political reasons. To determinethe value of foreign securities or their dividends, theTrustee will estimate current exchange rates for therelevant currencies based on activity in the variouscurrency exchange markets. However, these marketscan be quite volatile depending on the activity of thelarge international commercial banks, various centralbanks, large multi-national corporations, speculatorsand other buyers and sellers of foreign currencies.Since actual foreign currency transactions may not beinstantly reported, the exchange rates estimated by theTrustee may not reflect the amount a Portfolio wouldreceive in U.S. dollars, had the Trustee sold anyparticular currency in the market. The value of theSecurities in terms of U.S. dollars, and therefore thevalue of your Units, will decline if the U.S. dollardecreases in value relative to the value of the currenciesin which the Securities trade.

Smaller Capitalization Companies. YourPortfolio may invest in stocks of small capitalizationand mid capitalization (collectively “smaller cap”)companies may involve greater risk than investing instocks of larger capitalization companies, since theycan be subject to more abrupt or errat ic pr icemovements. Many smaller cap companies will have

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had their securities publicly traded, if at all, for only ashort per iod of t ime and wi l l not have had theopportunity to establish a reliable trading patternthrough economic cycles. The price volatility of smallercap companies is relatively higher than larger, olderand more mature companies. This greater pricevolatility of smaller cap companies may result from thefact that there may be less market liquidity, lessinformation publicly available or fewer investors whomonitor the activities of these companies. In addition,the market prices of these securities may exhibit moresensitivity to changes in industry or general economicconditions. Some smaller cap companies will not havebeen in existence long enough to exper ienceeconomic cycles or to demonstrate whether they aresufficiently well managed to survive downturns orinflationary periods. Further, a variety of factors mayaffect the success of a company's business beyondthe abi l i ty of i ts management to prepare orcompensate for them, including domest ic andinternational political developments, government tradeand fiscal policies, patterns of trade and war or othermilitary conflict which may affect industries or marketsor the economy generally.

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

Legislation/Litigation. From time to t ime,various legislative initiatives are proposed in theUnited States and abroad which may have a negativeimpact on certain of the companies represented inthe Portfolios or on the tax treatment of your Portfolioor of your investment in a Portfolio. In addition,litigation regarding any of the issuers of the Securitiesor of the industries represented by these issuers may

negatively impact the share prices of these Securities.No one can predict what impact any pending orthreatened litigation will have on the share prices ofthe Securities.

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 and

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development 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 $10Public Offering Price, there is no initial sales chargeduring the initial offering period. If the Public OfferingPrice exceeds $10 per Unit, you will pay an initialsales charge equal to the difference between the totalsales charge and the sum of the remaining deferredsales charge and the creation and development fee.For example, if the Public Offering Price per Unit roseto $14, the maximum sales charge would be $0.385(2.75% of the Publ ic Offer ing Pr ice per Uni t ) ,consisting of an initial sales charge of $0.110, adeferred sales charge of $0.225 and the creation anddevelopment fee of $0.050. Since the deferred salescharge and creation and development fee are fixeddollar amounts per Unit, your Portfolio must chargethese amounts per Unit regardless of any decrease innet asset value. However, if the Public Offering Priceper Unit falls to the extent that the maximum salescharge percentage results in a dollar amount that isless than the combined fixed dollar amounts of thedeferred sales charge and creation and developmentfee, your initial sales charge will be a credit equal tothe amount by which these fixed dollar chargesexceed your sales charge at the time you buy Units.In such a situation, the value of securities per Unit

would exceed the Public Offering Price per Unit bythe amount of the initial sales charge credit and thevalue of those securities will fluctuate, which couldresult in a benefit or detriment to Unitholders thatpurchase Units at that price. The initial sales chargecredit is paid by the Sponsor and is not paid by yourPortfolio. If the Public Offering Price per Unit fell to $6,the maximum sales charge would be $0.165 (2.75%of the Public Offering Price per Unit), which consistsof an initial sales charge (credit) of -$0.110, a deferredsales charge of $0.225 and a creat ion anddevelopment 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 yourqualification 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,

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financial 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 children or step-children under 21 l iving in the same household,parents or step-parents and trustees, custodians orfiduciaries for the benefit of such persons) of InvescoCapital Markets, Inc. and its affiliates, and dealers andtheir aff i l iates may purchase Units at the PublicOffering Price less the applicable dealer concession.All employee discounts are subject to the policies ofthe related selling firm. Only employees, officers anddirectors of companies that allow their employees 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 and

development 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 timedesignated 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 to

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

Volume Concession Based Upon Annual Sales. Asdescribed below, broker-dealers and other sellingagents may in certa in cases be 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 equity

trusts. 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 purchasedin Fee Accounts, however, such sales will be includedin determining whether a firm has met the sales levelbreakpoints set forth in the Volume Concession tableabove. Secondary market sales of all unit investmenttrusts are excluded for purposes of the VolumeConcession. Eligible dealer firms and other sellingagents include clearing firms that place orders withInvesco and provide Invesco with information withrespect to the representatives who initiated suchtransactions. Eligible dealer firms and other sellingagents will not include firms that solely provide clearingservices to other broker-dealer firms or firms who placeorders through clearing firms that are eligible dealers.We reserve the right to change the amount of theconcessions or agency commissions from time to time.For a trust to be el ig ible for this addit ionalcompensation, the trust’s prospectus must includedisclosure related to this additional compensation.

Additional Information. Except as provided in thissection, any sales charge discount provided toinvestors will be borne by the selling broker-dealer oragent. For all secondary market transactions the total

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

Sponsor Compensation. The Sponsor will receivethe total sales charge applicable to each transaction.Except as provided under “Unit Distribution,” any salescharge discount provided to investors will be borne bythe selling dealer or agent. In addition, the Sponsor willrealize a profit or loss as a result of the differencebetween the price paid for the Securities by theSponsor and the cost of the Securities to each Portfolioon the Initial Date of Deposit as well as on subsequentdeposits. See “Notes to Portfolios”. The Sponsor hasnot participated as sole underwriter or as manager oras a member of the underwriting syndicates or as anagent in a private placement for any of the Securities.The Sponsor may realize profit or loss as a result of

fluctuations 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 settlement for the purchaseof Units may be used in the Sponsor’s business andmay be deemed to be a benefit to the Sponsor, subjectto the limitations of the Securities Exchange Act of1934, as amended (“1934 Act”).

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

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

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Sponsor may sell repurchased Units at the secondarymarket Public Offering Price per Unit.

RETIREMENT ACCOUNTS

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

FEE ACCOUNTS

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

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

You should consult the “Public Offering--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 in FeeAccounts 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 cash

distributions or Fee Based Reinvest for the reinvestment ofdistributions in additional Units, if available. See “Rights ofUnitholders--Reinvestment Option.”

RIGHTS OF UNITHOLDERS

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

Dividends, interest and other distr ibutions ofincome received by a Portfolio are credited to theIncome Account of the Portfolio. Other receipts (e.g.,capital gains, proceeds from the sale of Securities,etc.) are credited to the Capital Account. Proceedsreceived on the sale of any Securities, to the extentnot used to meet redemptions of Units or paydeferred sales charges, fees or expenses, will bedistributed to Unitholders. Proceeds received fromthe disposition of any Securities after a Record Dateand prior to the following Distribution Date will be heldin the Capital Account and not distributed until thenext Distribution Date. Any distribution to Unitholders

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consists of each Unitholder’s pro rata share of theavailable cash in the Income and Capital Accounts asof the related Record Date.

The income distribution to the Unitholders of theREIT Income Portfolio and Utility Income Portfolio asof each Record Date will be made on the followingDistribution Date or shortly thereafter and shallconsist of an amount substantially equal to suchportion of each Unitholder’s pro rata share of theestimated net annual income distributions in theIncome Account. Because income payments are notreceived by these Portfol ios at a constant ratethroughout the year, such distributions to Unitholdersmay be more or less than the amount credited to theIncome Account as of the Record Date. For thepurpose of minimizing fluctuation in the distributionsfrom the Income Account, the Trustee is authorized toadvance such amounts as may be necessary toprovide income distributions of approximately equalamounts. The Trustee shall be reimbursed, withoutinterest, for any such advances from funds in theIncome Account on the ensuing Record Date.

Historical and Estimated Distributions. TheHistorical 12 Month Distributions per Unit, and EstimatedInitial Distribution per Unit (if any), may be shown under“Essential Information.” These figures are based upon theweighted average of the actual distributions paid by thesecurities included in your Portfolio over the 12 monthspreceding the Initial Date of Deposit and are reduced toaccount for the effects of fees and expenses which will beincurred when investing in your Portfolio. While bothfigures are calculated using a Public Offering Price of $10per Unit, any presented Estimated Initial Distribution perUnit will reflect an estimate of the per Unit distributionsyou may receive on the first Distribution Date based uponeach issuer’s preceding 12 month distributions. Dividendpayments are not assured and therefore the amount offuture dividend income to your Portfolio is uncertain. Theactual net annual distributions may decrease over timebecause a portion of the securities included in yourPortfolio will be sold to pay for the organization costs,deferred sales charge and creation and development fee.Securities may also be sold to pay regular fees andexpenses during your Portfolio’s life. The actual net annual

income distributions you receive will vary from theHistorical 12 Month Distributions amount due to changesin dividends and distribution amounts paid by issuers,currency fluctuations, the sale of securities to pay anydeferred sales charge, Portfolio fees and expenses, andwith changes in your Portfolio such as the acquisition, call,maturity or sale of securities. Due to these and variousother factors, actual income received by your 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 belawfully offered for sale in the state in which theUnitholder resides). The CUSIP numbers for either“Cash” distributions or “Reinvest” for the reinvestment ofdistributions are set forth under “Essential Information”.Brokers and dealers can use the Dividend ReinvestmentService through Depository Trust Company (“DTC”) orpurchase a Reinvest (or Fee Based Reinvest in the caseof Fee Based Eligible Units held in Fee Accounts) CUSIP,if available. To participate in this reinvestment option, aUnitholder must file with the Trustee a written notice ofelection, together with any other documentation that theTrustee may then require, at least five days prior to therelated Record Date. A Unitholder’s election will apply toall Units owned by the Unitholder and will remain ineffect until changed by the Unitholder. The reinvestmentoption is not offered during the 30 calendar days prior totermination. If Units are unavailable for reinvestment orthis reinvestment option is no longer available,distributions will be paid in cash. Distributions will betaxable to Unitholders if paid in cash or automaticallyreinvested in additional Units. See “Taxation”.

A participant may elect to terminate his or herreinvestment plan and receive future distributions in cashby notifying the Trustee in writing no later than five daysbefore a Distribution Date. The Sponsor shall have theright to suspend or terminate the reinvestment plan atany time. The reinvestment plan is subject to availabilityor limitation by each broker-dealer or selling firm.Broker-dealers may suspend or terminate the offering ofa reinvestment plan at any time. Please contact yourfinancial professional for additional information.

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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 isopen. 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 toyour bank or broker-dealer through which you hold yourUnits. No later than two business days (or any shorterperiod as may be required by the applicable rules underthe 1934 Act) fol lowing satisfactory tender, theUnitholder will be entitled to receive in cash an amountfor each Unit equal to the Redemption Price per Unitnext computed on the date of tender. The “date oftender” is deemed to be the date on which Units arereceived by the Trustee, except that with respect to Unitsreceived by the Trustee after the Evaluation Time or on aday which is not a business day, the date of tender isdeemed to be the next business day. Redemptionrequests received by authorized financial professionalsprior to the Evaluation Time that are properly transmittedto the Trustee by the time designated by the Trustee, arepriced based on the date of receipt. Redemptionrequests received by the Trustee after the EvaluationTime, and redemption requests received by authorizedfinancial professionals after the Evaluation Time orredemption 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 theyare received 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.Certain broker-dealers or selling firms may charge anorder handling fee for processing redemption requests.Units redeemed directly through the Trustee are notsubject to such fees.

Unitholders tendering 1,000 or more Units (or suchhigher amount as may be required by yourbroker-dealer or selling agent) for redemption may

request an in kind distribution of Securities equal to theRedemption Price per Unit on the date of tender.Unitholders may not request an in kind distributionduring the initial offering period or within 30 calendardays of a Portfol io’s termination. The Portfol iosgenerally will not offer in kind distributions of portfoliosecurities that are held in foreign markets. An in kinddistribution will be made by the Trustee through thedistribution of each of the Securities in book-entry formto the account of the Unitholder’s broker-dealer atDTC. Amounts representing fractional shares will bedistributed in cash. The Trustee may adjust the numberof shares of any Security included in a Unitholder’s inkind distribution to facilitate the distribution of wholeshares. The in kind distribution option may be modifiedor discontinued at any t ime without not ice.Notwithstanding the foregoing, if the Unitholderrequesting an in kind distribution is the Sponsor or anaffiliated person of the Portfolio, the Trustee may makean in kind distribution to such Unitholder provided thatno one with a pecuniary incentive to influence the inkind distr ibut ion may inf luence select ion of thedistributed securities, the distribution must consist of apro rata distribution of all portfolio securities (withlimited exceptions) and the in kind distribution may notfavor such affiliated person to the detriment of anyother Unitholder. Unitholders will incur transaction costsin l iquidat ing securit ies received in an in-kinddistribution, and any such securities received will besubject to market risk until sold. In the event that anysecurities received in-kind are illiquid, Unitholders willbear the risk of not being able to sell such securities inthe near term, or at all.

The Trustee may sell Securities to satisfy Unitredemptions. To the extent that Secur i t ies areredeemed in kind or sold, the size of a Portfolio will be,and the diversity of a Portfolio may be, reduced. Salesmay be required at a time when Securities would nototherwise be sold and may result in lower prices thanmight otherwise be realized. The price received uponredemption may be more or less than the amount paidby the Unitholder depending on the value of theSecurities at the time of redemption. Special federal

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income tax consequences will result if a Unitholderrequests an in kind distribution. See “Taxation”.

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

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

Exchange Option. When you redeem Units of yourPortfol io or when your Portfol io terminates (see“Rollover” below), you may be able to exchange yourUnits for units of other Invesco unit trusts. You shouldcontact your financial professional for more informationabout trusts currently available for exchanges. Beforeyou exchange Units, you should read the prospectus ofthe new trust carefully and understand the risks andfees. You should then discuss this option with yourfinancial professional to determine whether yourinvestment goals have changed, whether current trustssuit you and to discuss tax consequences. A rollover orexchange is a taxable event to you. We may discontinuethis option at any time.

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

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

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

We may make subsequent trust series available forsale at various times during the year. Of course, wecannot guarantee that a subsequent trust or sufficientunits will be available or that any subsequent trusts willoffer the same investment strategies or objectives 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 notifiedprior to the Mandatory Termination Date. Cash whichhas not been reinvested in a Rollover will be distributedto Unitholders shortly after the Mandatory TerminationDate. Rollover participants may receive taxable dividendsor realize 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”.

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Units. Ownership of Units is evidenced inbook-entry form only and will not be evidenced bycertificates. Units purchased or held through your bankor broker-dealer will be recorded in book-entry formand credited to the account of your bank orbroker-dealer at DTC. Units are transferable bycontacting your bank or broker-dealer through whichyou hold your Units. Transfer, and the requirementstherefore, wi l l be governed by the appl icableprocedures of DTC and your agreement with the DTCparticipant in whose name your Units are registered onthe transfer records of DTC.

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

PORTFOLIO ADMINISTRATION

Portfolio Administration. The Portfolios are notmanaged funds and, except as provided in the TrustAgreement, Securities generally will not be sold orreplaced. The Sponsor may, however, direct thatSecurities be sold in certain limited circumstances toprotect the Portfol io based on advice from theSupervisor. These situations may include events suchas the issuer having defaulted on payment of any of itsoutstanding obligations or the price of a Security hasdeclined to such an extent or other credit factors existso that in the opinion of the Supervisor retention of theSecurity would be detrimental to the Portfolio. If a publictender offer has been made for a Security or a mergeror acquisition has been announced affecting a Security,the Trustee may either sell the Security or accept anoffer if the Supervisor determines that the sale orexchange is in the best interest of Unitholders. The

Trustee will distribute any cash proceeds to Unitholders.In addition, the Trustee may sell Securities to redeemUnits or pay Portfolio expenses or deferred salescharges. If securities or property are acquired by aPortfolio, the Sponsor may direct the Trustee to sell thesecurities or property and distribute the proceeds toUnitholders or to accept the securities or property fordeposit in the Portfolio. Should any contract for thepurchase of any of the Securities fail, the Sponsor will(unless substantially all of the moneys held in thePortfolio to cover the purchase are reinvested insubstitute Securities in accordance with the TrustAgreement) refund the cash and sales chargeattributable to the failed contract to all Unitholders on orbefore the next Distribution Date.

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

Due to its investments in MLPs that are considered tobe “qualified publicly traded partnerships”, the EnergyPortfolio is subject to certain limitations to maintainqualification as a regulated investment company. Onesuch limitation is that, generally, at the close of eachquarter of each taxable year, not more than 25 percentof the value of the Portfolio's assets may be invested inthe securities of qualified publicly traded partnershipsand certain other assets. The percentage of assets in thePortfolio invested in securities of qualified publicly tradedpartnerships as of the Initial Date of Deposit is presentedin “Notes to Portfolio”. If the portion of the qualifiedpublicly traded partnerships exceeds 25% of thePortfolio following the Initial Date of Deposit, the Portfoliomay need to sell securities or stop purchasing additionalunits of the qualified publicly traded partnerships which

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would alter the composition and diversity of thesecurities in the Portfolio.

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

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

Amendment of the Trust Agreement. TheTrustee and the Sponsor may amend the TrustAgreement without the consent of Unitholders 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. Your 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”). Your Portfolio will be liquidated by the Trustee in

the event that a sufficient number of Units of the Portfolionot yet sold are tendered for redemption by the Sponsor,so that 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 pursuantto the Trust Agreement, or for errors in judgment, butshall be liable only for their own willful misfeasance, badfaith or gross negligence (negligence in the case of theTrustee) in the performance of their duties or by reason oftheir reckless disregard of their obligations and dutieshereunder. The Trustee is not liable for depreciation orloss incurred by reason of the sale by the Trustee of anyof the Securities. In the event of the failure of the Sponsorto act under the Trust Agreement, the Trustee may actthereunder and is not liable for any action taken by it in

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good faith under the Trust Agreement. The Trustee is notliable for any taxes or other governmental chargesimposed on the Securities, on it as Trustee under theTrust Agreement or on a Portfolio which the Trustee maybe required 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 ownedsubsidiary of Invesco Advisers, Inc. (“Invesco Advisers”).Invesco Advisers is an indirect wholly owned subsidiaryof Invesco Ltd., a leading independent global investmentmanager that provides a wide range of investmentstrategies and vehicles to its retail, institutional and highnet worth clients around the globe. The Sponsor’sprincipal office is located at 11 Greenway Plaza, Houston,Texas 77046-1173. As of December 31, 2019, the totalstockholders’ equity of Invesco Capital Markets, Inc. was$90,478,021.07 (unaudited). The current assets undermanagement and supervision by Invesco Ltd. and itsaffiliates were valued at approximately $1,226.2 billion asof December 31, 2019.

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

If the Sponsor shall fail to perform any of its dutiesunder the Trust Agreement or become incapable ofacting or shall become bankrupt or its affairs are takenover by public authorities, then the Trustee may ( i ) 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 the

Portfolios as provided therein or (iii) continue to act asTrustee without terminating the Trust Agreement.

Trustee. The Trustee is The Bank of New YorkMellon, a trust company organized under the laws ofNew York. The Bank of New York Mellon has itsprincipal unit investment trust division offices at 2Hanson Place, 12th Floor, Brooklyn, New York 11217,(800) 856-8487. If you have questions regarding youraccount or your Portfolio, please contact the Trustee atits principal unit investment trust division offices or yourfinancial adviser. The Sponsor does not have access toindividual account information. The Bank of New YorkMellon is subject to supervision and examination by theSuperintendent of Banks of the State of New York andthe Board of Governors of the Federal Reserve System,and its deposits are insured by the Federal DepositInsurance Corporation to the extent permitted by law.Additional information regarding the Trustee is set forthin the Information Supplement, including the Trustee’squalifications and duties, its ability to resign, the effectof a merger involving the Trustee and the Sponsor’sabi l i ty to remove and replace the Trustee. See“Additional Information”.

TAXATION

This section summarizes some of the principal U.S.federal income tax consequences of owning Units of 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 becameeffective in 2018 and may affect your investment in thePortfolio in a number of ways, including possibleunintended consequences. This summary does notdescribe all of the tax consequences to all taxpayers.For example, this summary generally does not describeyour situation if you are a corporation, a non-U.S.person, a broker/dealer, a tax-exempt entity, financialinstitution, person who marks to market their Units orother investor with special circumstances. In addition,this section does not describe your alternativeminimum, state, local or foreign tax consequences ofinvesting in a Portfolio.

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

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

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

Distributions. Portfolio distributions are generallytaxable to you. However, with respect to the EnergyPortfolio, investments in MLPs may lead to a significantportion of your distributions qualifying as returns orcapital in some years. Such returns of capital wouldlower your tax basis in your Units. After the end of eachyear, you will receive a tax statement reporting yourPortfolio’s distributions, including the amounts ofordinary income distr ibutions and capital gainsdividends. Your Portfolio may make taxable distributionsto you even in periods during which the value of yourUnits has declined. Ordinary income distributions aregenerally taxed at your federal tax rate for ordinaryincome, however, as further discussed below, certainordinary income distributions received from yourPortfolio may be taxed, under current federal law, at thecapital gains tax rates. Certain ordinary incomedividends on Units that are attributable to qualifyingdividends received by your Portfolio from certaincorporations may be reported by the Portfolio as beingeligible for the dividends received deduction forcorporate Unitholders provided certain holding periodrequirements are met. Income from your Portfolio andgains on the sale of your Units may also be subject to a3.8% federal tax imposed on net investment income if

your adjusted gross income exceeds certain thresholdamounts, which currently are $250,000 in the case ofmarried couples filing joint returns and $200,000 in thecase of single individuals. In addition, your Portfolio maymake distributions that represent a return of capital fortax purposes to the extent of the Unitholder’s basis inthe Units, and any additional amounts in excess of basiswould be taxed as a capital gain. Generally, you willtreat all capital gains dividends as long-term capitalgains regardless of how long you have owned yourUnits. The tax status of your distributions from yourPortfolio is not affected by whether you reinvest yourdistributions in additional Units or receive them in cash.The income from your Portfolio that you must take intoaccount for federal income tax purposes is not reducedby amounts used to pay a deferred sales charge, if any.The tax laws may require you to treat certaindistributions made to you in January as if you hadreceived them on December 31 of the previous year.

A distribution paid by your Portfolio reduces thePortfolio’s net asset value per Unit on the date paid bythe amount of the distribution. Accordingly, a distributionpaid shortly after a purchase of Units by a Unitholderwould represent, in substance, a partial return of capital,however, it would be subject to income taxes.

Sale or Redemption of Units. If you sell orredeem your Units, you will generally recognize a taxablegain or loss. To determine the amount of this gain orloss, you must subtract your adjusted tax basis in yourUnits from the amount you receive for the sale of theUnits. Your initial tax basis in your Units is generally equalto the cost of your Units, generally including salescharges. In some cases, however, you may have toadjust your tax basis after you purchase your Units.

Capital Gains and Losses and CertainOrdinary Income Dividends. Net capital gainequals net long-term capital gain minus net short-term capital loss for the taxable year. Capital gain orloss is long-term if the holding period for the asset ismore than one year and is short-term if the holdingperiod for the asset is one year or less. You mustexclude the date you purchase your Uni ts todetermine your holding period. However, i f youreceive a capital gain dividend from your Portfolio and

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sell your Units at a loss after holding it for six monthsor less, the loss will be recharacterized as long-termcapital loss to the extent of the capital gain dividendreceived. The tax rates for capital gains realized fromassets held for one year or less are generally thesame as for ordinary income.

In certain circumstances, ordinary income dividendsreceived by an individual Unitholder from a regulatedinvestment company such as your Portfolio may betaxed at the same federal rates that apply to net capitalgain (as discussed above), provided certain holdingperiod requirements are satisfied and provided thedividends are attributable to qualified dividend incomereceived by the Portfolio itself. Your Portfolio will providenotice to its Unitholders of the amount of any distributionwhich may be taken into account as qualified dividendincome which is eligible for the capital gains tax rates.There is no requirement that tax consequences be takeninto account in administering your Portfolio.

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

Rollovers and Exchanges. If you elect to haveyour proceeds from your Portfolio rolled over into afuture trust, it would generally be considered a sale forfederal income tax purposes and any gain on the salewill be treated as a capital gain, and, in general, any losswill be treated as a capital loss. However, any lossrealized on a sale or exchange will be disallowed to theextent that Units disposed of are replaced (includingthrough reinvestment of dividends) within a period of 61days beginning 30 days before and ending 30 days afterdisposition of Units or to the extent that the Unitholder,during such period, acquires or enters into an option orcontract to acquire, substantially identical stock orsecurities. In such a case, the basis of the Units acquiredwill be adjusted to reflect the disallowed loss. The

deductibil ity of capital losses is subject to otherlimitations 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 which 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 the Portfolio makes certain elections andcertain other conditions are met.

The Foreign Account Tax Compliance Act(“FATCA”). A 30% withholding tax on your Portfolio’sdistributions of income generally applies if paid to aforeign entity unless: (i) if the foreign entity is a “foreignfinancial institution” as defined under FATCA, theforeign entity undertakes certain due di l igence,reporting, withholding, and certification obligations, (ii)i f the foreign ent i ty is not a “ foreign f inancia linstitution,” it identifies certain of its U.S. investors or(iii) the foreign entity is otherwise excepted underFATCA. If required under the rules above and subjectto the appl icabi l i ty of any intergovernmentalagreements between the United States and therelevant foreign country, withholding under FATCA mayapply. Under existing regulations, FATCA withholdingon gross proceeds from the sale of Units and capital

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gain distributions from your Portfolio took effect onJanuary 1, 2019; however, recently proposed U.S. taxregulations, if finalized in their proposed form, wouldel iminate FATCA withholding on such types ofpayments. If withholding is required under FATCA on apayment related to your Units, investors that otherwisewould not be subject to withholding (or that otherwisewould be entitled to a reduced rate of withholding) onsuch payment generally will be required to seek arefund or credit from the IRS to obtain the benefit ofsuch exemption or reduction. Your Portfolio will notpay 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 tax advisorsconcerning the federal, state, local and foreign taxconsequences of investing in the Portfolio.

PORTFOLIO OPERATING EXPENSES

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

Portfolio. It is expected that Securities will be sold topay these amounts which will result in capital gains orlosses to Unitholders. See “Taxation”. These sales willreduce future income distributions. The Sponsor’s,Supervisor’s and Trustee’s fees may be increasedwithout approval of the Unitholders by amounts notexceeding proportionate increases under the category“Services Less Rent of Shelter” in the Consumer PriceIndex for All Urban Consumers or, if this category is notpublished, in a comparable category.

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

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

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

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

Compensation of Sponsor and Supervisor.The Sponsor and the Supervisor, which is an affiliate ofthe Sponsor, will receive the annual fees for providingbookkeeping and administrative services and portfoliosupervisory services set forth in the “Fee Table”. Thesefees are charged as a dollar amount per Unit and is paidas described above under “General”. These fees paid tothe Sponsor and its affiliate may exceed the actualcosts of providing these services to your Portfolio but atno time will the total amount received for these servicesrendered to all Invesco unit investment trusts in anycalendar year exceed the aggregate cost of providingthese services in that year.

Miscellaneous Expenses. The following additionalcharges are or may be incurred by your Portfolio:(a) normal expenses (including the cost of mailingreports to Unitholders) incurred in connection with theoperation of the Portfolio, (b) fees of the Trustee forextraordinary services, (c) expenses of the Trustee(including legal and auditing expenses) and of counseldesignated by the Sponsor, (d) various governmentalcharges, (e) expenses and costs of any action taken bythe Trustee to protect the Portfolio and the rights andinterests of Unitholders, (f) indemnification of the Trusteefor any loss, l iabil ity or expenses incurred in theadministration of the Portfolio without negligence, badfaith or wilful misconduct on its part, (g) foreign custodialand transaction fees (which may include compensationpaid to the Trustee or its subsidiaries or affiliates),(h) costs associated with liquidating the securities heldin the Portfolio, (i) any offering costs incurred after theend of the initial offering period and (j) expendituresincurred in contacting Unitholders upon termination ofthe Portfolio. Each Portfolio may pay the expenses ofupdating its registration statement each year.

OTHER MATTERS

Legal Opinions. The legality of the Units offeredhereby has been passed upon by Morgan, Lewis &

Bockius LLP. Dorsey & Whitney LLP has acted ascounsel to the Trustee.

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

ADDITIONAL INFORMATION

This prospectus does not contain all the informationset forth in the registration statements filed by yourPortfolio with the SEC under the Securities Act of 1933and the Investment Company Act of 1940 (file no.811-02754). The Information Supplement, which hasbeen filed with the SEC and is incorporated herein byreference, includes more detailed information concerningthe Securities, investment risks and general informationabout the Portfolios. Reports and other information aboutyour Portfolio are available on the EDGAR Database onthe SEC’s Internet site at http://www.sec.gov. Copies ofthis information may be obtained, after paying aduplication fee, by electronic request at the followinge-mail address: [email protected] or by writing theSEC’s Public Reference Section, Washington, DC20549-0102.

TABLE OF CONTENTS

Title Page

REIT Income Portfolio ........................................ 2Diversified Healthcare Portfolio........................... 6Energy Portfolio ................................................. 10Financial Institutions Portfolio ............................. 14Utility Income Portfolio ....................................... 18Notes to Portfolios ............................................. 22Report of Independent Registered

Public Accounting Firm .................................. 23Statements of Condition ................................... 24The Portfolios .................................................... A-1Objectives and Securities Selection ................... A-2Risk Factors ...................................................... A-2Public Offering ................................................... A-11Retirement Accounts ......................................... A-16Fee Accounts .................................................... A-16Rights of Unitholders ......................................... A-16Portfolio Administration...................................... A-20Taxation ............................................................. A-22Portfolio Operating Expenses............................. A-25Other Matters .................................................... A-26Additional Information ........................................ A-26

______________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-EMSPRO2033

PROSPECTUS

February 13, 2020






Please retain this prospectus for future reference.

INVESCO

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