Defensive Equity & Income Portfolio 2020-1 Emerging ...Invesco Capital Markets, Inc., the Sponsor, believes to be relatively less volatile than the broader equity markets. In determining

Defensive Equity & Income Portfolio 2020-1Emerging Markets Dividend Portfolio 2020-1Digital Gaming Portfolio 2020-1

The unit investment trusts named above (the “Portfolios”), included in Invesco Unit Trusts, Series 2037, eachinvest in a portfolio of securities. Of course, we cannot guarantee that a Portfolio will achieve its objective.

With respect to the Defensive Equity & Income Portfolio, an investment can be made in the underlying funds directlyrather than through the Portfolio. These direct investments can be made without paying the Portfolio’s sales charge,operating expenses and organization costs.

March 4, 2020

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

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

Any contrary representation is a criminal offense.

INVESCO

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

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in closed-end investment companies (known as “closed-endfunds” or “funds”) and common stocks, all fromincome-oriented asset classes and sectors, whichInvesco Capital Markets, Inc., the Sponsor, believes tobe relatively less volatile than the broader equitymarkets. In determining the asset classes and sectors,the Sponsor conducted research on both near-termand longer-term correlations, income levels,performance, and volatility to focus on providing thepotential for correlation and volatility advantages overinvesting in a single asset class, sector or industry ofthe broader equity market. Such asset classes andsectors include senior loans, preferred securities,master limited partnerships (“MLPs”), convertiblesecurities, emerging market debt, large-cap dividendgrowth stocks and communication services and utilitiesstocks. Large-cap dividend growth stocks, as well ascommunication services and utilities sectors wereselected based on factors such as dividend yield,dividend growth, valuations, volatility, earnings andsales growth, and cash flow generation.

Exposure to the senior loan, preferred security, MLP,convertible security and emerging market debt assetclasses are captured through the investment in closed-end funds. In selecting the closed-end funds for thePortfolio, the Sponsor sought to invest in fundsrepresentative of asset classes with generally attractiveincome opportunities. In addition, the Sponsorassembled the final portfolio based on the considerationof factors including, but not limited to, managementteam and performance, valuation (premium/discount tonet asset value), current income level and sustainability,diversification, credit quality and liquidity.

Approximately 27% of the Portfolio consists offunds that are classified as “non-diversified” under theInvestment Company Act of 1940. These funds have

the ability to invest a greater portion of their assets inobligations of a single issuer. As a result, these fundsmay be more susceptible to volatility than a morewidely diversified fund.

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

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

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

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

• The Portfolio invests in shares ofclosed-end funds. You should understandthe section titled “Closed-End Funds” beforeyou invest. In particular, shares of closed-endfunds tend to trade at a discount from their netasset value and are subject to risks related tofactors such as management’s ability to achievea fund’s objective, market conditions affecting afund’s investments and use of leverage. Theunderlying funds have management andoperating expenses. You will bear not only yourshare of the Portfolio’s expenses, but also theexpenses of the underlying funds. By investingin other funds, the Portfolio incurs greater

2

Defensive Equity & Income Portfolio

expenses than you would incur if you investeddirectly in the funds.

• A security issuer may be unable to makepayments of interest, dividends orprincipal in the future. This may reduce thelevel of dividends certain of the Portfolio’ssecurities pay which would reduce your incomeand may cause the value of your Units to fall.

• The value of the securities in certain ofthe funds will generally fall if interestrates, in general, rise. In a low interest rateenvironment risks associated with rising ratesare heightened. The negative impact on fixedincome securit ies from any interest rateincreases could be swift and significant. No onecan predict whether interest rates will rise or fallin the future.

• The financial condition of a securityissuer may worsen or its credit ratingsmay drop, resulting in a reduction inthe value of your Units. This may occur atany point in time, including during the initialoffering period.

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

• Certain of the funds in the Portfolioinvest in senior loans. Although seniorloans in which these funds invest may besecured by specific collateral, there can be noassurance that liquidation of collateral wouldsatisfy the borrower’s obligation in the eventof non-payment of scheduled principal orinterest or that such collateral could be readilyliquidated. Senior loans in which these fundsinvest generally are of below investment gradecredit quality, may be unrated at the time of

investment, generally are not registered withthe Securities and Exchange Commission orany state secur i t ies commiss ion, andgenerally are not l isted on any securit iesexchange. In addition, the amount of publicinformation available on senior loans generallyis less extensive than that available for othertypes of assets.

• The yield on funds investing in seniorloans may fluctuate with changes ininterest rates. Generally, yields on seniorloans decl ine in a fal l ing interest rateenvironment and increase in a rising interestrate environment. Because interest rates onsenior loans are reset periodically, an increase ininterest rates may not be immediately reflectedin the rates of the loans.

• Certain of the funds held by the Portfolioinvest in convertible securities. Convertiblesecurities generally offer lower interest ordividend yields than non-convertible fixed-income securities of similar credit qualitybecause of the potential for capital appreciation.The market value of a convertible security maybe affected not only by changes in interest rates,but also by changes in the market price of aconvertible security issuer’s common stock.Convertible securities fall below the debtobligations of the same issuer in order ofpreference or priority in the event of a liquidationand are typically unrated or rated lower thansuch debt obligations.

• Certain of the funds in the Portfolioinvest in preferred securities. Preferredsecurities are typically subordinated to bondsand other debt instruments in a company’scapital structure in terms of priority to corporateincome and therefore are subject to greater riskthan those debt instruments. In addition to theother risks described herein, income paymentson certain preferred securities may be deferred,

3

4

which may reduce the amount of income youreceive on your Units.

• Certain of the funds in the Portfolioinvest in MLPs. Most MLPs operate in theenergy sector and are subject to the risksgenerally applicable to companies in thatsector, including commodity pricing risk, supplyand demand risk, depletion risk and explorationrisk. MLPs are also subject to the risk thatregulatory or legislative changes could limit oreliminate the tax benefits enjoyed by MLPswhich could have a negative impact on theafter-tax income available for distribution by theMLPs and/or the value of the Portfol io’sinvestments.

• The Portfolio invests significantly instocks of large cap companies. Large capcompanies are more mature and may growmore slowly than the economy as a whole andtend to go in and out of favor based on marketand economic conditions.

• Certain of the funds in the Portfolioinvest in securities in emerging markets.Investing in emerging markets entails the riskthat news and events unique to a country orregion wil l affect those markets and theirissuers. Countries with emerging markets mayhave relatively unstable governments, maypresent the r isks of national izat ion ofbusinesses, restrictions on foreign ownershipand prohibitions on the repatriation of assets.

• Securities of foreign issuers held bycertain of the funds in the Portfoliopresent risks beyond those of U.S.issuers. These risks may include market andpolitical factors related to the issuer’s foreignmarket, international trade conditions, lessregulation, smaller or less liquid markets,increased volatility, differing accounting practicesand changes in the value of foreign currencies.

• Certain of the funds may invest in fixedincome securities rated belowinvestment grade and considered to be“junk” or “high-yield” securities.Securities rated below “BBB-” by Standard &Poor’s or below “Baa3” by Moody’s areconsidered to be below investment grade.These securit ies are considered to bespeculative and are subject to greater marketand credit risks. Accordingly, the risk of defaultis higher than with investment grade securities.In addition, these securities may be moresensitive to interest rate changes and may bemore likely to make early returns of principal.

• We do not actively manage the Portfolio.Except in limited circumstances, the Portfoliowill hold, and may continue to buy, shares ofthe same securities even if their market valuedeclines.

5

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 1.350 13.500Creation and development fee 0.500 5.000 ______ ______Maximum sales charge 1.850% $18.500 ______ ______ ______ ______

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

Estimated Organization Costs 0.535% $ 5.226 ______ ______ ______ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.273% $ 2.663Supervisory fee, bookkeeping

and administrative fees 0.056 0.550Underlying fund expenses 1.793 17.508 ______ ______

Total 2.122% $20.721* ______ ______ ______ ______

Example

This example helps you compare the cost of the Portfolio with otherunit trusts and mutual funds. In the example we assume that theexpenses do not change and that the Portfolio’s annual return is 5%. Youractual returns and expenses will vary. This example also assumes thatyou continue to follow the Portfolio strategy and roll your investment,including all distributions, into a new trust each year subject to a salescharge of 1.85%. Based on these assumptions, you would pay thefollowing expenses for every $10,000 you invest in the Portfolio:

1 year $ 444 3 years 1,337 5 years 2,236 10 years 4,511

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

The maximum sales charge is 1.85% of the Public Offering Priceper Unit. There is no initial sales charge at a Public Offering Price of $10or less. If the Public Offering Price exceeds $10 per Unit, the initial salescharge is the difference between the total sales charge (maximum of1.85% 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 $0.135 per Unit and accrues daily fromJuly 10, 2020 through December 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.”

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

Essential Information

Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit March 4, 2020Mandatory Termination Date June 3, 2021Historical 12 Month Distributions1,2 $0.59620 per UnitRecord Dates2 10th day of each month Distribution Dates2 25th day of each month CUSIP Numbers Cash – 46146F104 Reinvest – 46146F112 Fee Based Cash – 46146F120 Fee Based Reinvest – 46146F138

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.”

2 The Trustee will make distributions of income and capital on each monthlyDistribution Date to Unitholders of record on the preceding Record Date,provided that the total cash held for distribution equals at least $0.01 perUnit. Undistributed income and capital will be distributed in the nextmonth in which the total cash held for distribution equals at least $0.01per Unit. Based on the foregoing, it is currently estimated that the initialdistribution will occur in April 2020.

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Defensive Equity & Income Portfolio 2020-1

Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ CLOSED-END FUNDS - 60.13% Convertible - 6.04% 185 Bancroft Fund, Ltd. $ 24.160 $ 4,469.60 398 Calamos Convertible and High Income Fund 11.050 4,397.90 Emerging Markets Debt - 9.07% 464 Morgan Stanley Emerging Markets Debt Fund, Inc. 9.570 4,440.48 668 Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. 6.650 4,442.20 310 Western Asset Emerging Markets Debt Fund, Inc. 14.310 4,436.10 Master Limited Partnerships - 14.96% 499 ClearBridge MLP and Midstream Fund, Inc. 8.650 4,316.35 501 Cushing MLP & Infrastructure Total Return Fund 8.740 4,378.74 432 First Trust MLP and Energy Income Fund 10.420 4,501.44 552 First Trust New Opportunities MLP & Energy Fund 7.960 4,393.92 498 Kayne Anderson Midstream/Energy Fund, Inc. 8.760 4,362.48 Preferred Securities - 15.00% 173 Cohen & Steers Limited Duration Preferred & Income Fund, Inc. 25.600 4,428.80 188 First Trust Intermediate Duration Preferred & Income Fund 23.520 4,421.76 450 Nuveen Preferred & Income Opportunities Fund 9.790 4,405.50 461 Nuveen Preferred & Income Securities Fund 9.520 4,388.72 184 Nuveen Preferred & Income Term Fund 23.780 4,375.52 Senior Loan - 15.06% 394 Aberdeen Income Credit Strategies Fund 11.290 4,448.26 294 Ares Dynamic Credit Allocation Fund, Inc. 14.820 4,357.08 409 Blackrock Debt Strategies Fund, Inc. 10.830 4,429.47 291 Blackstone / GSO Long-Short Credit Income Fund 15.310 4,455.21 321 Blackstone / GSO Strategic Credit Fund 13.750 4,413.75 COMMON STOCKS - 39.87% Communication Services - 3.99% 70 Comcast Corporation - CL A 41.440 2,900.80 53 Verizon Communications, Inc. 55.700 2,952.10 Consumer Discretionary - 6.04% 13 Home Depot, Inc. 227.940 2,963.22 15 McDonald’s Corporation 199.510 2,992.65 48 TJX Companies, Inc. 60.610 2,909.28 Consumer Staples - 7.94% 52 Coca-Cola Company 56.060 2,915.12 21 PepsiCo, Inc. 135.580 2,847.18 25 Procter & Gamble Company 118.170 2,954.25 26 Walmart, Inc. 112.910 2,935.66 Energy - 1.99% 31 Chevron Corporation 94.390 2,926.09

7


Portfolio (continued)______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Health Care - 5.98% 37 Abbott Laboratories $ 77.990 $ 2,885.63 22 Johnson & Johnson 135.590 2,982.98+ 29 Medtronic plc 100.400 2,911.60 Industrials - 4.04% 18 Honeywell International, Inc. 161.890 2,914.02 8 Lockheed Martin Corporation 377.400 3,019.20 Information Technology - 1.91% 17 Microsoft Corporation 164.510 2,796.67 Real Estate - 1.98% 12 American Tower Corporation 242.650 2,911.80 Utilities - 6.00% 31 American Electric Power Company, Inc. 95.450 2,958.95 35 Dominion Energy, Inc. 83.380 2,918.30 11 NextEra Energy, Inc. 265.150 2,916.65___________ ____________ 8,246 $ 146,775.43___________ _______________________ ____________

See “Notes to Portfolios”.

Investment Objective. The Portfolio seeks toprovide above-average total return.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolioof common stocks and American Depositary Receipts(“ADRs”) of companies headquartered, incorporated, orwith a signif icant presence in emerging marketcountries. Invesco Capital Markets Inc., the Sponsor,considers emerging market countries to be those in theregions of Latin America, Asia (excluding Japan), Africaand Eastern Europe that generally have low to middleper capita income. The Portfolio was selected by theSponsor based on information provided by HorizonInvestment Services, LLC (the “Portfolio Consultant”)using its Quadrix rating system. Quadrix is a proprietarysystem that seeks to identify factors that contribute tohistorical performance of a group of stocks.

In identifying common stocks of companies forinclusion in the Portfolio, securities of companies fromemerging market countries with U.S. exchange-tradedshares are first screened to remove companies lackingsufficient available data for meaningful analysis withinthe Quadrix rating system.

Next, companies are further screened based onanalysis of market capitalization and recent historicaltrading volume over a 3-month period, as measuredin dollars, on an absolute and relative basis, using thefollowing steps:

• Companies lacking data for either market capor trading volume over a 3-month period areremoved;

• Then, companies that fall within the bottom15% of the remaining universe by either marketcap or trading volume over a 3-month periodare removed;

• Next, the companies are grouped by individualcountry and companies that fall within thebottom 10% by market cap or trading volumeover a 3-month period within each country areremoved.

The remaining universe of companies is then rankedon dividend yield and the top 50% of common stocksof companies with the highest dividend yields are usedto represent the final selectable universe. To select thefinal portfolio, the companies are ranked based on thefollowing factors and the final portfolio of 25 commonstocks with the highest cumulative rank are selected:

Quality Factors:

• Earnings predictability

• Return on assets

• Three-year earnings growth

• Three-year equity growth rate

Value Factors:

• Dividend yield

• Price/earnings ratio

• Price/book value

• Price/sales ratio

Momentum Factors:

• Earnings per share change last quarter

• 12-month change in earnings per share

• Sales change in last quarter

• 12-month change in sales

Performance Factors:

• Total return for the past two months

• Total return for the past three months

• Total return for the past six months

• Total return for the past twelve months

The Sponsor will replace the lowest ranking stock(s), ifnecessary, to ensure that no more than 50% of thePortfolio will be invested in any one particular country,and that a minimum of 5 countries will be represented inthe Portfolio at the time of selection.

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

8

Emerging Markets Dividend Portfolio

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




• An issuer may be unwilling or unableto declare dividends in the future, ormay reduce the level of dividendsdeclared. This may result in a reduction inthe value of your Units.

• The financial condition of an issuermay worsen or its credit ratings maydrop, resulting in a reduction in thevalue of your Units. This may occur at anypoint in t ime, including during the init ialoffering period.

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

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

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 the valueof foreign currencies.

• The Portfol io is considered to beconcentrated in emerging markets.Investing in emerging markets entails the riskthat news and events unique to a country orregion will affect those markets and theirissuers. Countries with emerging marketsmay have relatively unstable governments,may present the risks of nationalization ofbusinesses, restrictions on foreign ownershipand prohibitions on the repatriation of assets.These markets are generally more volatilethan countries with more mature economies.

• The Portfolio Consultant’s proprietarystock rating system may not besuccessful in identifying stocks thatappreciate in value. The Portfolio may notachieve its objective if this happens.

• 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.

9

Fee Table





Estimated Organization Costs 0.673% $6.500 ______ ______ ______ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.267% $2.583Supervisory, bookkeeping

and administrative fees 0.057 0.550 ______ ______

Total 0.324% $3.133* ______ ______ ______ ______

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 $ 371 3 years 796 5 years 1,245 10 years 2,264


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 fromJuly 10, 2020 through December 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 Unitand is paid at the earlier of the end of the initial offering period(anticipated to be three months) or six months following the Initial Dateof Deposit. For more detail, see “Public Offering Price - General.”


Unit Price at Initial Date of Deposit $10.0000

Initial Date of Deposit March 4, 2020

Mandatory Termination Date March 4, 2022

Historical 12 Month Distributions1 $0.45617 per Unit

Estimated Initial Distribution1 $0.10 per Unit

Record Dates 10th day of each July, October, January, and April, commencing July 10, 2020

Distribution Dates 25th day of each July, October, January, and April, commencing July 25, 2020

CUSIP Numbers Cash – 46146F146

Reinvest – 46146F153

Fee Based Cash – 46146F161

Fee Based Reinvest – 46146F179


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Emerging Markets Dividend Portfolio 2020-1

Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Argentina - 7.93% 194 Banco Macro S.A. - ADR $ 29.980 $ 5,816.12 1,697 Central Puerto S.A. - ADR 3.400 5,769.80 Brazil - 23.77% 688 Banco Santander Brasil S.A. - ADR 8.550 5,882.40 1,845 Companhia Energetica de Minas Gerais - ADR 3.130 5,774.85 356 Companhia Paranaense de Energia - ADR 16.080 5,724.48 2,192 Companhia Siderurgica Nacional S.A. - ADR 2.610 5,721.12 476 Telefonica Brasil S.A. - ADR 12.310 5,859.56 316 TIM Participacoes S.A. - ADR 18.250 5,767.00 Chile - 8.06% 646 Enel Americas S.A. - ADR 9.130 5,897.98 1,341 Enel Chile S.A. - ADR 4.390 5,886.99 China - 8.06% 114 China Petroleum & Chemical Corporation - ADR 51.740 5,898.36 156 China Telecom Corporation, Ltd. - ADR 37.720 5,884.32 Colombia - 4.02% 336 Ecopetrol S.A. - ADR 17.490 5,876.64 Mexico - 8.05% 907 Banco Santander Mexico S.A. - ADR 6.430 5,832.01 53 Grupo Aeroportuario del Pacifico S.A.B. de C.V. - ADR 111.990 5,935.47 Panama - 11.89% 321 Banco Latinoamericano de Comercio Exterior, S.A. 18.080 5,803.68 186 Carnival Corporation 31.830 5,920.38 68 Copa Holdings, S.A. - CL A 83.200 5,657.60 Russia- 3.99% 595 Mobile TeleSystems PJSC - ADR 9.810 5,836.95 South Korea - 12.13% 187 KB Financial Group, Inc. - ADR 31.610 5,911.07 610 KT Corporation - ADR 9.760 5,953.60 220 Shinhan Financial Group Company, Ltd. - ADR 26.630 5,858.60 Taiwan - 12.10% 1,248 ASE Technology Holding Company, Ltd. - ADR 4.710 5,878.08 107 Taiwan Semiconductor Manufacturing Company, Ltd. - ADR 54.880 5,872.16 2,320 United Microelectronics Corporation - ADR 2.550 5,916.00___________ ____________ 17,179 $ 146,135.22___________ _______________________ ____________


Investment Objective. The Portfolio seeks toprovide the potential for capital appreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolioof common stocks and American Depositary Receiptsof companies that produce and distribute leadingproducts and services related to the global digitalgaming industry.

The global digital gaming industry includes, but isnot limited to: digital gaming content, software,hardware, and semiconductors. In selecting securitiesfor the Portfolio, the Sponsor generally took a holisticview of the global digital gaming industry and focusedprimarily on leading companies participating in someof the following key themes related to the opportunityfor longer-term industry growth:

• New Digital Monetization Opportunities: Fulldigital game downloads, accessories andperipherals related to game support,subscription models, microtransactions, andin-game advertising and purchases;

• New Delivery Platforms: Broadband and 5Gmobile services allow for streaming games onsimple devices, such as a phone or TV,allowing digital games to reach a broaderaudience;

• New Game Structures: Single-player gameshave given way to multi-player games, thesocial aspect of which drives revenue growthby making games more engaging and fosteringa sense of community;

• eSports: eSports is a form of professionalvideo game competitions. eSports deriverevenue from sponsorship, advertising, mediarights, merchandise, and tickets sales; and

• Virtual Reality: Virtual reality may significantlyimpact digital gaming by enabl ing moreimmersive experiences.

The Sponsor assembled the final portfolio of stocksbased on consideration of factors including, but notlimited to:

• Industry Revenue – Companies that derivematerial revenue from the digital gamingindustry;

• Industry Content – Companies that ownvaluable content in the form of popular gamingfranchises;

• Industry Technology – Companies that possessdifferentiated next-generation technologiesrelated to the creation and delivery of videogames; and

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

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.




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Digital Gaming Portfolio

• 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.

• Stocks of foreign companies in thePortfolio present risks beyond those ofU.S. issuers. These risks 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 invests exclusively incompanies operating in the global digitalgaming industry, resulting in aconcentration in both the communicationservices sector as well as the informationtechnology sector. Negative developments inthis industry or sectors will affect the value ofyour investment more than would be the casein a more diversified investment.

• The Portfolio holds a relatively smallnumber of stocks. You may encounter moreprice volatility than would occur in an investmentdiversified among a greater number of stocks.

• We do not actively manage the Portfolio.Except in limited circumstances, the Portfolio will

hold, and may continue to buy, shares of thesame securities even if their market valuedeclines.

13

Fee Table





Estimated Organization Costs 0.667% $6.500 ______ ______ ______ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.184% $1.795Supervisory, bookkeeping

and administrative fees 0.056 0.550 ______ ______

Total 0.240% $2.345* ______ ______ ______ ______

Example

This example helps you compare the cost of the Portfolio with otherunit trusts and mutual funds. In the example we assume that theexpenses do not change and that the Portfolio’s annual return is 5%. Youractual returns and expenses will vary. This example also assumes thatyou continue to follow the Portfolio strategy and roll your investment,including all distributions, into a new trust each year subject to a salescharge of 1.85%. Based on these assumptions, you would pay thefollowing expenses for every $10,000 you invest in the Portfolio:

1 year $ 273 3 years 837 5 years 1,426 10 years 3,012


The maximum sales charge is 1.85% of the Public Offering Priceper Unit. There is no initial sales charge at a Public Offering Price of$10 or less. If the Public Offering Price exceeds $10 per Unit, theinitial sales charge is the difference between the total sales charge(maximum of 1.85% of the Public Offering Price) and the sum of theremaining deferred sales charge and the creation and developmentfee. The deferred sales charge is fixed at $0.135 per Unit andaccrues daily from July 10, 2020 through December 9, 2020. YourPortfolio pays a proportionate amount of this charge on the 10th dayof each month beginning in the accrual period until paid in full. Thecombination of the initial and deferred sales charges comprises the“transactional sales charge”. The creation and development fee isfixed at $0.05 per Unit and is paid at the earlier of the end of theinitial offering period (anticipated to be three and a half months) or sixmonths following the Initial Date of Deposit. For more detail, see“Public Offering Price -- General.”


Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit March 4, 2020Mandatory Termination Date June 3, 2021Historical 12 Month Distributions1,2 $0.04262 per UnitRecord Dates2 10th day of each monthDistribution Dates2 25th day of each monthCUSIP Numbers Cash – 46146F187 Reinvest – 46146F195 Fee Based Cash – 46146F203 Fee Based Reinvest – 46146F211


2 The Trustee will make distributions of income and capital on eachmonthly Distribution Date to Unitholders of record on the precedingRecord Date, provided that the total cash held for distribution equals atleast 0.1% of the Portfolio’s net asset value. Undistributed income andcapital will be distributed in the next month in which the total cash heldfor distribution equals at least 0.1% of the Portfolio’s net asset value.Based on the foregoing, it is currently estimated that the initialdistribution will occur in August 2020.

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15

Digital Gaming Portfolio 2020-1

Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Communication Services - 57.47% 277 Activision Blizzard, Inc. $ 58.7500 $ 16,273.75 12 Alphabet, Inc. - CL A 1,337.7200 16,052.64 92 Electronic Arts, Inc. 106.7000 9,816.40 52 Facebook, Inc. - CL A 185.8900 9,666.28+ 509 HUYA, Inc. - ADR 19.2100 9,777.89+ 52 NetEase, Inc. - ADR 319.4700 16,612.44+ 386 Nintendo Company, Ltd. - ADR 42.5350 16,418.51+ 199 Sea, Ltd. - ADR 48.9500 9,741.05 88 Take-Two Interactive Software, Inc. 111.2200 9,787.36+ 332 Tencent Holdings, Ltd. - ADR 50.1900 16,663.08+ 665 Ubisoft Entertainment, S.A. - ADR 15.1500 10,074.75 Consumer Discretionary - 10.65% 5 Amazon.com, Inc. 1,908.9900 9,544.95+ 262 Sony Corporation - ADR 63.1800 16,553.16 Information Technology - 31.88% 206 Advanced Micro Devices, Inc. 46.7500 9,630.50 57 Apple, Inc. 289.3200 16,491.24 174 Intel Corporation 55.9700 9,738.78+ 246 Logitech International, S.A. 39.7200 9,771.12 99 Microsoft Corporation 164.5100 16,286.49 61 NVIDIA Corporation 265.8900 16,219.29___________ ____________ 3,774 $ 245,119.68___________ _______________________ ____________


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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 March 3, 2020 andhave a settlement date of March 5, 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 ______________ _____________

Defensive Equity & Income Portfolio . . . . . . . . . . . . . . . . . . . . $ 146,775 $ 0Emerging Markets Dividend Portfolio . . . . . . . . . . . . . . . . . . . . $ 146,135 $ 0Digital Gaming Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 245,120 $ 0

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

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sponsor and Unitholders of Invesco Unit Trusts, Series 2037:

Opinion on the Financial Statements

We have audited the accompanying statements of condition (including the related portfolio schedules) ofDefensive Equity & Income Portfolio 2020-1, Emerging Markets Dividend Portfolio 2020-1 and Digital GamingPortfolio 2020-1 (included in Invesco Unit Trusts, Series 2037 (the “Trust”)) as of March 4, 2020, and the relatednotes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, inall material respects, the financial position of the Trust as of March 4, 2020, in conformity with accountingprinciples 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 March 4, 2020 by correspondence with The Bank ofNew York Mellon, Trustee. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

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

New York, New YorkMarch 4, 2020

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STATEMENTS OF CONDITIONAs of March 4, 2020

Defensive Emerging Equity & Markets Digital Income Dividend GamingINVESTMENT IN SECURITIES Portfolio Portfolio Portfolio _____________ _____________ _____________Contracts to purchase Securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 146,775 $ 146,135 $ 245,120 _____________ _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 146,775 $ 146,135 $ 245,120 _____________ _____________ _____________ _____________ _____________ _____________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities-- Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 767 $ 950 $ 1,593 Deferred sales charge liability (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,982 3,288 3,309 Creation and development fee liability (4) . . . . . . . . . . . . . . . . . . . . . 734 731 1,226 Interest of Unitholders-- Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146,775 146,135 245,120 Less: deferred sales charge, creation and development fee and organization costs (2)(4)(5)(6) . . . . . . . . . . . . . . . . . . . . 3,483 4,969 6,128 _____________ _____________ _____________ Net interest to Unitholders (5) . . . . . . . . . . . . . . . . . . . . . . . . . . 143,292 141,166 238,992 _____________ _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 146,775 $ 146,135 $ 245,120 _____________ _____________ _____________ _____________ _____________ _____________Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,678 14,614 24,512 _____________ _____________ _____________ _____________ _____________ _____________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.763 $ 9.660 $ 9.750 _____________ _____________ _____________ _____________ _____________ _____________

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

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, aPortfolio 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 a 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 samepercentage relationship among the number of shares ofeach Security in the Portfolio that existed immediatelyprior to the subsequent deposit. Investors mayexperience a dilution of their investments and areduction in their anticipated income because offluctuations in the prices of the Securities between thetime of the deposit and the purchase of the Securities

and because a Portfol io wil l pay the associatedbrokerage or acquisition fees. In addition, during theinitial offering of Units it may not be possible to buy apart icular Security due to regulatory or tradingrestrictions, or corporate actions. While such limitationsare in effect, additional Units would be created bypurchasing each of the Securities in your Portfolio thatare not subject to those limitations. This would alsoresult in the dilution of the investment in any suchSecurity not purchased and potential variances inanticipated income. Purchases and sales of Securitiesby your 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 Init ial Date ofDeposit, the number of Units may be adjusted so thatthe Public Offering Price per Unit equals $10. Thenumber of Units, fractional interest of each Unit in yourPortfolio and the per Unit amount of historical annualdistributions increase or decrease to the extent of anyadjustment. To the extent that any Units are redeemedto the Trustee or additional Units are issued as a resultof additional Securities being deposited by the Sponsor,the fractional undivided interest in your Portfoliorepresented by each unredeemed Unit will increase ordecrease accordingly, although the actual interest inyour Portfolio will remain unchanged. Units will remainoutstanding until redeemed upon tender to the Trusteeby Unitholders, which may include the Sponsor, or untilthe termination of the Trust Agreement.

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

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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 Portfolio Consultant of the Emerging MarketsDividend Portfolio is not an affiliate of the Sponsor. ThePortfolio Consultant may use the list of Securities in itsindependent capacity as an investment adviser anddistributes this information to various individuals andentities. The Portfolio Consultant may recommend oreffect transactions in the Securities. This may have anadverse effect on the prices of the Securities. This alsomay have an impact on the price the EmergingMarkets Dividend Portfolio pays for the Securities andthe price received upon Unit redemptions or Portfoliotermination. The Portfolio Consultant may act as agentor principal in connection with the purchase and sale ofsecurities, including the Securities, and may act as amarket maker in the Securit ies. The Portfol ioConsultant may also issue reports and makesrecommendations on the Securities. The PortfolioConsultant’s research department may receivecompensation based on commissions generated byresearch and/or sales of Units.

Neither the Portfolio Consultant, if any, nor theSponsor manages the Portfolios. You should note thatthe Sponsor applied the selection criteria to theSecurities for inclusion in the Portfolios prior to the InitialDate of Deposit. After the initial selection date, theSecurities may no longer meet the selection criteria.Should a Security no longer meet the selection criteria,we will generally not remove the Security from itsPortfolio. In offering the Units to the public, neither theSponsor nor any broker-dealers are recommending anyof the individual Securities but rather the entire pool ofSecurities in the Portfolios, taken as a whole, which arerepresented by the Units.

CLOSED-END FUNDS

The Defensive Equity & Income Portfolio investssignificantly in closed-end funds. Closed-end funds are atype of investment company that hold an activelymanaged portfolio of securities. Closed-end funds issue

shares in “closed-end” offerings which generally trade ona stock exchange (although some closed-end fundshares are not listed on a securities exchange). The fundsin the Portfolio all are currently listed on a securitiesexchange. Since closed-end funds maintain a relativelyfixed pool of investment capital, portfolio managers maybe better able to adhere to their investment philosophiesthrough greater flexibility and control. In addition, closed-end funds don’t have to manage fund liquidity to meetpotentially large redemptions.

Closed-end funds are subject to various risks, includingmanagement’s ability to meet the closed-end fund’sinvestment objective, and to manage the closed-end fundportfolio when the underlying securities are redeemed orsold, during periods of market turmoil and as investors’perceptions regarding closed-end funds or theirunderlying investments change.

Shares of closed-end funds frequently trade at adiscount from their net asset value in the secondarymarket. This risk is separate and distinct from the riskthat the net asset value of closed-end fund shares maydecrease. The amount of such discount from net assetvalue is subject to change from time to time in responseto various factors.

The closed-end funds included in the Defensive Equity& Income Portfolio may employ the use of leverage intheir portfolios through the issuance of preferred stock orother methods. While leverage often serves to increasethe yield of a closed-end fund, this leverage also subjectsthe closed-end fund to increased risks. These risks mayinclude the likelihood of increased volatility and thepossibility that the closed-end fund’s common shareincome will fall if the dividend rate on the preferred sharesor the interest rate on any borrowings rises. The potentialinability for a closed-end fund to employ the use ofleverage effectively, due to disruptions in the market forthe various instruments issued by closed-end funds orother factors, may result in an increase in borrowingcosts and a decreased yield for a closed-end fund.

Due to the level of their investments in master limitedpartnerships (MLPs), certain of the closed-end funds inthe Defensive Equity & Income Portfolio are classifiedfor federal income tax purposes as taxable regular

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corporations or so-called Subchapter “C” corporations(“C” corporations). Generally, “C” corporations in yourPortfolio accrue a deferred tax liability for future taxliabilities associated with its investments in MLPs. A “C”corporation’s accrued deferred tax liability, if any, maybe reflected in its net asset value per share. Any suchdeferred tax liability may vary greatly from year to yeardepending on the nature of the “C” corporation’sinvestment holdings, the performance of thoseinvestments and general market conditions. Actualdeferred income tax expense, if any, is incurred overmany years, depending on if and when investmentgains and losses are realized, the then-current basis ofthe “C” corporation’s assets and other factors.

Certain of the funds in the Defensive Equity &Income Portfolio may be classified as “non-diversified”under the Investment Company Act of 1940. Thesefunds have the ability to invest a greater portion of theirassets in securities of a single issuer which couldreduce diversification.

Only the Trustee may vote the shares of theclosed-end funds held in the Defensive Equity & IncomePortfolio. The Trustee will vote the shares in the samegeneral proportion as shares held by other shareholdersof each fund. Your Portfolio is generally required,however, to reject any offer for securities or otherproperty in exchange for portfol io securit ies asdescribed under “Portfolio Administration--PortfolioAdministration.”

RISK FACTORS

All investments involve risk. This section describesthe main r isks that can impact the value of thesecurities in your Portfolio or in the underlying funds.You should understand these risks before you invest. Ifthe value of the securities falls, the value of your Unitswill also fall. We cannot guarantee that your Portfolio willachieve its objective or that your investment return willbe positive over any period.

Market Risk. Market risk is the risk that the value ofthe securities in your Portfolio or in the underlying fundswill fluctuate. This could cause the value of your Units tofall below your original purchase price. Market value

fluctuates in response to various factors. These caninclude changes in interest rates, inflation, the financialcondition of a security’s issuer, perceptions of theissuer, or ratings on a security. Even though yourPortfolio is supervised, you should remember that wedo not manage your Portfolio. Your Portfolio will not sella security solely because the market value falls as ispossible in a managed fund. In addition, because theDigital Gaming Portfolio holds a relatively small numberof stocks, you may encounter more price volatility thanwould occur in an investment diversified among agreater number of stocks.

Dividend Payment Risk. Dividend payment risk isthe risk that an issuer of a security, a fund or anunderlying security in a fund is unwilling or unable topay dividends on a security. Stocks representownership interests in the issuers and are notobligations of the issuers. Common stockholders havea right to receive dividends only after the company hasprovided for payment of its creditors, bondholders andpreferred stockholders. Common stocks do not assuredividend payments. Dividends are paid only whendeclared by an issuer’s board of directors and theamount of any dividend may vary over time. If dividendsor distributions received by a Portfolio are insufficient tocover expenses, redemptions or other Portfolio costs, itmay be necessary for the Portfolio to sell Securities tocover such expenses, redemptions or other costs. Anysuch sales may result in capital gains or losses to you.See “Taxation”.

Interest Rate Risk. Interest rate risk is the risk thatthe value of securities held by certain funds in theDefensive Equity & Income Portfolio will fall if interestrates increase. The securities held by certain funds inthe Portfolio typically fall in value when interest rates riseand rise in value when interest rates fall. The securitiesheld by certain funds in the Portfolio with longer periodsbefore maturity are often more sensitive to interest ratechanges. Given the historically low interest rateenvironment in the U.S., risks associated with risingrates are heightened. The negative impact on fixedincome securities from any interest rate increases couldbe swift and significant and, as a result, a rise in interestrates may adversely affect the value of your Units.

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Prices of bonds, even inflation-protected bonds, heldby certain funds in the Portfolio may fall because of arise in interest rates.

Credit Risk. Credit risk is the risk that a borrower isunable to meet its obligation to pay principal or intereston a security held by certain funds in the DefensiveEquity & Income Portfolio. This may reduce the level ofdividends such funds pay which would reduce yourincome and could cause the value of your Units to fall.

Closed-End Funds. The Defensive Equity &Income Portfolio invests in shares of closed-end funds.You should understand the preceding section titled“Closed-End Funds” before you invest. Shares ofclosed-end funds frequently trade at a discount fromtheir net asset value in the secondary market. This riskis separate and distinct from the risk that the net assetvalue of fund shares may decrease. The amount ofsuch discount from net asset value is subject to changefrom time to time in response to various factors. Allfunds are subject to various r isks, includingmanagement’s ability to meet the fund’s investmentobjective, and to manage the fund portfolio when theunderlying securities are redeemed or sold, duringperiods of market turmoil and as investors’ perceptionsregarding funds or their underlying investments change.The Portfolio and the underlying funds have operatingexpenses. You will bear not only your share of thePortfolio’s expenses, but also the expenses of theunderlying funds. By investing in other funds, thePortfolio incurs greater expenses than you would incur ifyou invested directly in the funds.

Senior Loans. Certain of the funds held by theDefensive Equity & Income Portfolio invest in seniorloans. Senior loans are debt instruments issued byvarious financial institutions and other issuers tocorporations, partnerships, limited liability companiesand other entities to finance leveraged buyouts,recapital izat ions, mergers, acquisit ions, stockrepurchases, debt refinancings and, to a lesser extent,for general operating and other purposes. Senior loansare backed by a company’s assets and generally holdthe most senior posit ion in a company’s capitalstructure, ahead of other types of debt securities, aswell as preferred and common stock. Senior secured

loans are typically backed by assets such as inventory,receivables, real estate property, buildings, intellectualproperty such as patents or trademarks, and even thestock of other companies or subsidiaries. In the event ofnon-payment, there is no assurance that such collateralcould be readily liquidated, or that liquidation wouldsatisfy the borrower’s obligation. In addition, whilesecured creditors generally receive greater protection ininsolvency situations, there is no assurance thatcollateral could be readily liquidated, or that liquidationof collateral will be sufficient to repay interest and/orprincipal in such situations. In the event of non-paymentconcerning a loan held by a fund in your Portfolio, thevalue of your Units may be adversely affected.

Additionally, the underlying loan interest rates “float”above indices, which can move up or down with marketrate movements, such as the prime rate offered by oneor more major banks, the London Interbank OfferedRate (“LIBOR”) or other alternative benchmark rates(LIBOR may be completely phased out by 2021) or thecertificate of deposit rate or other base lending ratesused by commercial lenders. As a result, the yield onclosed-end funds investing in senior loans will generallydecline in a fall ing interest rate environment andincrease in a r is ing interest rate environment.Additionally, since senior loans generally have floatinginterest rates, they are typically not as sensitive as fixed-income investments to price fluctuations due tochanges in interest rates. Senior loans have historicallypaid a higher rate of interest than most short-terminvestments. Of course, there is no guarantee that thiswill occur in the future.

Senior loans are generally below investment gradequality and may be unrated at the time of investment;are generally not registered with the Securities andExchange Commission (“SEC”) or state securitiescommissions; and are generally not listed on anysecurities exchange. In addition, the amount of publicinformation available on senior loans is generally lessextensive than that typically available for other typesof securities.

Convertible Securities Risk. Certain funds heldby the Defensive Equity & Income Portfolio may invest inconvertible securities. Convertible securities generally

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offer lower interest or dividend yields than non-convertible fixed-income securities of similar creditquality because of the potential for capital appreciation.The market values of convertible securities tend todecline as interest rates increase and, conversely, toincrease as interest rates decl ine. However, aconvertible security’s market value also tends to reflectthe market price of the common stock of the issuingcompany, particularly when the stock price is greaterthan the convertible security’s conversion price. Theconversion price is defined as the predetermined priceor exchange ratio at which the convertible security canbe converted or exchanged for the underlying commonstock. As the market price of the underlying commonstock declines below the conversion price, the price ofthe convertible security tends to be increasinglyinfluenced more by the yield of the convertible securitythan by the market price of the underlying commonstock. Thus, it may not decline in price to the sameextent as the underlying common stock, andconvertible securities generally have less potential forgain or loss than common stocks. However, mandatoryconvertible securities (as discussed below) generally donot limit the potential for loss to the same extent assecurities convertible at the option of the holder. In theevent of a liquidation of the issuing company, holders ofconvertible securities would be paid before thatcompany’s common stockholders. Consequently, anissuer’s convertible securities generally entail less riskthan its common stock. However, convertible securitiesfall below the debt obligations of the same issuer inorder of preference or priority in the event of aliquidation and are typically unrated or rated lower thansuch debt obligations.

Mandatory convertible securities are distinguished asa subset of convert ible securit ies because theconversion is not optional and the conversion price atmaturity is based solely upon the market price of theunderlying common stock, which may be significantlyless than par or the price (above or below par) paid. Forthese reasons, the risks associated with investing inmandatory convertible securities most closely resemblethe risks inherent in common stocks. Mandatoryconvertible securities customarily pay a higher coupon

yield to compensate for the potential risk of additionalprice volatility and loss upon conversion. Because themarket price of a mandatory convertible securityincreasingly corresponds to the market price of itsunderlying common stock as the convertible securityapproaches its conversion date, there can be noassurance that the higher coupon will compensate forthe potential loss.

Preferred Securities. Certain of the closed-endfunds held by the Defensive Equity & Income Portfolioinvest in preferred securities, including hybrid and trustpreferred securities and senior debt instruments thathave the trading characteristics of exchange-listedpreferred securities. You should understand thesesecurities before you invest. Hybrid-preferred securitiesare preferred securities typically issued by corporations,generally in the form of interest-bearing notes and maybe perpetual in duration. Dividends on these securitiesare usually non-cumulative and could be deferredindefinitely without triggering default. Trust preferredsecurities are similar to hybrid securities, but aretypically issued by an affiliated business trust of acorporation, generally in the form of beneficial interestsin subordinated debentures or similarly structuredsecurities. The maturity and distribution payments of thepreferred securities generally coincide with the maturityand interest payments on the underlying obligations.The securities underlying certain preferred securitiesmay be equity type securities which pay periodicdividends. Hybrid-preferred securities typically feature afixed maturity date, may defer interest paymentswithout invoking a default, and make income paymentsthat typically are fully taxable as interest income, ratherthan as dividend income, for federal income taxpurposes. The securities underlying hybrid-preferredsecurities are typically a type of subordinated debtinstrument, such as a note or debenture.

Preferred securities’ prices fluctuate for severalreasons including changes in investors’ perception ofthe financial condition of an issuer, the general conditionof the market for preferred securities, or when political,regulatory or economic events affecting the issuersoccur. These securities are also sensitive to interest ratefluctuations, as the cost of capital rises and borrowing

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costs increase in a rising interest rate environment andthe risk that a preferred security may be called forredemption in a falling interest rate environment.

Hybrid and trust preferred securities with a statedmaturity date usually mature on the maturity date of theunderlying interest-bearing notes or subordinateddebentures and may be redeemed or liquidated prior tothe stated maturity date of such instruments for anyreason on or after their stated call date or upon theoccurrence of certain circumstances at any time. In afalling interest rate environment, a preferred securitymay be subject to increased risk of being called forearly redemption by the issuer. Certain tax or regulatoryevents may trigger the redemption of the interest-bearing notes, preferred securities or subordinateddebentures by the issuing corporation and result inprepayment of the hybrid and trust preferred securitiesprior to their stated maturity date. Any such issuerredemptions among the preferred securities held bycertain funds in the Defensive Equity & Income Portfoliomay cause the value of your Units to decline, andfurthermore, may decrease the amount of income youmay receive on your Units. However, other securitiesmay be positively affected by potential redemptions,particularly those trading at discounts to par value.Such securities may experience an increase in marketvalue from issuers' redemption activity.

The Dodd-Frank Wall Street Reform and ConsumerProtection Act (the "Dodd-Frank Act"), signed into lawin July 2010 has had a profound impact on preferredsecurities. The Dodd-Frank Act contained provisionswhich made certa in hybr id and trust preferredsecurities less attractive for issuing banks, whichresulted in a significant reduction in the issuance andavailability of trust preferreds. Subsequently, U.S.banks began issuing preferreds compliant with thenew regulatory requirements. Unlike trust preferreds,these new preferreds contained non-cumulativedividends, no maturity and further subordination,among other factors.

A longer-term consequence of the relevantprovisions of the Dodd-Frank Act, is the potential forsome types of preferred securities in which certainfunds in the Defensive Equity & Income Portfolio invest

to become more scarce and potentially less liquid.However, the recent enactment of legislation thatcontains some rollbacks of the Dodd-Frank Act maylimit the negative implications for preferred securities.See "Industry Risks-Financial Services Issuers" below.

Hybrid and trust preferred securities are also subjectto unique risks which include the fact that distributionswill only be paid by a preferred security if the interestpayments on the underlying obligations are made,which interest payments are dependent on the financialcondition of the issuer and, in certain cases, may besubject to deferral. During any deferral period, certainfunds in the Defensive Equity & Income Portfolio mayhave to recognize income as if the funds had receivedcurrent interest payments. In such a case, certainfunds in the Portfol io wil l be required to satisfydistribution requirements based on such income eventhough they would not have received cash with whichto pay such distributions. In addition, the underlyingobligations, and thus the hybrid and trust preferredsecurities, may be pre-paid after a stated call date oras a result of certain tax or regulatory events. Preferredsecurities are typically subordinated to bonds andother debt instruments in a company’s capitalstructure, in terms of priority to corporate income, andtherefore will be subject to greater credit risk thanthose debt instruments.

Master Limited Partnership Risk. Certain of theclosed-end funds in the Defensive Equity & IncomePortfolio invest in MLPs. MLPs are generally organizedas limited partnerships or limited liability companies thatare taxed as partnerships and whose equity shares(limited partnership units or limited liability companyunits) are traded on securities exchanges like shares ofcommon stock. An MLP generally consists of a generalpartner and limited partners. The general partnermanages the partnership, has an ownership stake inthe partnership (generally around 2%) and may holdincentive distribution rights, which entitle the generalpartner to a higher percentage of cash distributions ascash flows grow over time. The limited partners own themajority of the shares in an MLP, but generally do nothave a role in the operation and management of thepartnership and do not have voting rights. MLPs

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generally distribute nearly all of their income to investors(general ly around 90%) in the form of quarterlydistributions. MLPs are not required to pay out a certainpercentage of income but are able to do so becausethey 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 MLPsinvest remains a significant risk to the segment. SinceMLPs typically distribute most of their free cash flow,they are often heavily dependent upon access to capitalmarkets to facil itate continued growth. A severeeconomic downturn could reduce the ability of MLPs toaccess capital markets and could also reduceprofitability by reducing energy demand. Certain MLPsmay be subject to additional liquidity risk due to limitedtrading volumes.

There are certain tax risks associated with MLPs towhich the Defensive Equity & Income Portfolio may beexposed, including the risk that regulatory or legislativechanges could limit or eliminate the tax benefits enjoyedby MLPs. These tax r isks, and any adversedetermination with respect thereto, could have anegative impact on the after-tax income available fordistribution by the MLPs and/or the value of thePortfolio’s investments.

High-Yield Security Risk. Certain of the fundsheld by the Defensive Equity & Income Portfolio mayinvest in high-yield securities or unrated securities.High-yield, high risk securities are subject to greatermarket fluctuations and risk of loss than securities withhigher investment rat ings. The value of thesesecurities will decline significantly with increases ininterest rates, not only because increases in ratesgenerally decrease values, but also because increasedrates may indicate an economic slowdown. Aneconomic slowdown, or a reduction in an issuer’s

creditworthiness, may result in the issuer being unableto maintain earnings at a level sufficient to maintaininterest and principal payments.

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

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

Emerging Market Risk. The Emerging MarketsDividend Portfolio invests exclusively in the stocks ofcompanies in emerging markets and frontier emergingmarkets either through a direct investment or throughan investment in ADRs. Additionally, certain of the fundsthat the Defensive Equity & Income Portfolio invests ininvest in emerging markets. Emerging markets aregenerally defined as countries in the initial states of theirindustrialization cycles with low per capita income.Frontier emerging markets are the smallest, lessdeveloped, less liquid countries that make up theemerging markets. The markets of emerging marketsand frontier emerging markets countries are generallymore volatile than the markets of developed countrieswith more mature economies. All of the risks ofinvesting in foreign securities further described beloware heightened by investing in emerging markets andfrontier emerging markets countries.

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Foreign Issuer Risk. The Emerging MarketsDividend Portfolio invests exclusively in stocks of foreigncompanies, some of the securities held directly orindirectly in the Defensive Equity & Income Portfolio areissued by foreign companies and the Digital GamingPortfolio invests significantly in foreign stocks. Thissubjects your Portfolio to more risks than if it invested insecurities linked solely to domestic issuers.

These risks include the risk of losses due to futurepolitical and economic developments, international tradeconditions, foreign withholding taxes and restrictions onforeign investments or exchange of securities, 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 aninvestment, in non-U.S. countries. No one can predictthe impact that these factors could have on the value offoreign securities.

Certain stocks may be held in the form of AmericanDepositary Receipts (“ADRs”), Global DepositaryReceipts (“GDRs”), or other similar receipts. ADRs andGDRs represent receipts for foreign common stockdeposited with a custodian (which may include theTrustee). The ADRs in your Portfolio, if any, trade in theU.S. in U.S. dollars and are registered with the SEC.GDRs are receipts, issued by foreign banks or trustcompanies, or foreign branches of U.S. banks, thatrepresent an interest in shares of either a foreign or U.S.

corporation. These instruments may not necessarily bedenominated in the same currency as the securities intowhich they may be converted. ADRs and GDRsgenerally involve the same types of risks as foreigncommon stock held directly. Some ADRs and GDRsmay experience less liquidity than the underlyingcommon stocks traded in their home market. ThePortfolio may invest in sponsored or unsponsoredADRs. Unlike a sponsored ADR where the depositaryhas an exclusive relationship with the foreign issuer, anunsponsored ADR may be created by a depositaryinstitution independently and without the 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 the factorsstated above may make it impossible to buy or sell themin a timely manner or may adversely affect the valuereceived on a sale of securities. Custody of certain of thesecurities in a Portfolio may be maintained by a globalcustody and clearing institution which has entered into asub-custodian relationship with the Trustee. In addition,round lot trading requirements exist in certain foreignsecurities markets. These round lot trading requirementscould cause the proportional composit ion anddiversif ication of the Emerging Market DividendPortfol io’s securit ies to vary when the Portfol iopurchases additional securities or sells securities tosatisfy expenses or Unit redemptions. This could have amaterial impact on investment performance and portfoliocomposition. In addition, round lot trading requirementsexist in certain foreign securities markets. Brokeragecommissions and other fees generally are higher forforeign securit ies. Government supervision andregulation of foreign securities markets, currency

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markets, trading systems and brokers may be less thanin the U.S. The procedures and rules governing foreigntransactions and custody also may involve delays inpayment, delivery or recovery of money or investments.

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

Asia. The Emerging Markets Dividend Portfolio andthe Digital Gaming Portfolio invest significantly instocks issued by companies located in Asiancountries. Many Asian countries can be characterizedas either emerging or newly industrialized economiesand tend to experience more volatile economic cycles

than developed countries. Asian economies are alsofrequently subject to the risks of undeveloped financialservice sectors, high inflation, frequent currencyfluctuations, devaluations, or restrictions, political andsocial instability, corruption, and less efficient markets.Economies of Asian countries may also be heavilydependent on international trade and can be adverselyaffected by trade barriers, exchange controls and othermeasures imposed or negotiated by the countries withwhich they trade.

Certain Asian countries have democracies withrelatively short histories, which may increase the risk ofpolitical instability. These countries have faced politicaland military unrest, and further unrest could present arisk to their local economies and securities markets.Increased political and social unrest could adverselyaffect the performance of investments in this region.

Some economies in this region are dependent on arange of commodities, including oil, natural gas andcoal. Accordingly, they are strongly affected byinternational commodity prices and part icular lyvulnerable to any weakening in global demand for theseproducts. The market for securities in this region mayalso be directly influenced by the flow of internationalcapital, and by the economic and market conditions ofneighboring countries. Adverse economic conditions ordevelopments in neighboring countries may increaseinvestors' perception of the risk of investing in theregion as a whole, which may adversely impact themarket value of the securities issued by companies inthe region.

Companies in Asia may be subject to risks such asnational izat ion or other forms of governmentinterference, and they can also be heavily reliant on onlya few industries or commodities. Also, securities ofsome companies in Asia can be less liquid than U.S. orother foreign securities, potentially making it difficult forthe Portfolio to sell such securities at a desirable timeand price.

Any of these factors may have a significant adverseimpact on certain issuers in your Portfol io, andultimately the price of your Units.

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Latin America. The Emerging Markets DividendPortfolio invests significantly in stocks issued bycompanies located in Latin America. The majority ofLatin countries have been characterized at varioustimes by government intervention, high interest andunemployment rates, inflation, and an over-reliance oncommodity trades. Many Latin American governmentsexercise substantial control over many aspects of theprivate sector. Political actions and policies could havereal economic consequences on the private sector.

Most Latin American countries have experienced, atone time or another, severe and persistent levels ofinflation. This has led to high interest rates, extremegovernment measures designed to keep inflation incheck, and a generally debilitating impact on theeconomy. Certain Latin American countries mayexperience sudden and large adjustments in theircurrency, which in turn, can lead to disruptive andnegative effects for foreign investors. Certain LatinAmerica countries impose restriction on the conversionof currency. Similarly, there may be substantial limitationin certain countries with respect to a trust’s ability torepatriate investment income, capital or the proceeds ofsales of securities. A large number of Latin Americancountries are among the largest debtors of developingcountries and have a long history of reliance on foreigndebt and default.

Many Lat in American countr ies are highlydependent on the exports of commodities such as oil,agricultural products, minerals, and metals. As aresult, some Latin American economies are particularlysusceptible to fluctuations in the price and demand forthose commodities.

Brazil. The Emerging Markets Dividend Portfolioinvests significantly in stocks issued by companieslocated in Brazil. Brazil has experienced substantialeconomic instability resulting from, among other things,periods of very high inflation, persistent structural publicsector deficits, rising unemployment, stark disparities ofwealth, significant devaluations of the currency of Brazil,and also a high degree of price volatility in both theBrazilian equity and foreign currency markets. Braziliancompanies may also be adversely affected by high

interest and unemployment rates, and are particularlysensitive to fluctuations in commodity prices.

The Brazi l ian government has exercised, andcontinues to exercise, significant influence over theBrazilian economy, which may have significant effectson Brazilian companies and on market conditions andprices of Brazilian securities. The Brazilian economy hasbeen characterized by frequent, and occasionallydrastic, intervention by the Brazilian government. TheBrazilian government has often changed monetary,taxation, credit, tariff and other policies to influence thecore of Brazil’s economy. The Brazilian government’sactions to control inflation and affect other economicpolicies have involved, among others, the setting ofwage and price controls, blocking access to bankaccounts, f luctuation of the base interest rates,imposing exchange controls and limiting imports intoBrazil. In the past, the Brazilian government hasmaintained domestic price controls, and no assurancescan be given that price controls will not be re-imposedin the future.

Investments in Brazilian securities may be subject tocertain restrictions on foreign investment. Brazilian lawprovides that whenever a serious imbalance in Brazil’sbalance of payments exists or is anticipated, theBrazi l ian government may impose temporaryrestrictions on the remittance to foreign investors of theproceeds of their investment in Brazil and on theconversion of Brazilian currency into foreign currency.The likelihood of such restrictions may be affected bythe extent of Brazil’s foreign currency reserves, the sizeof Brazil’s debt service burden relative to the economyas a whole, and political constraints to which Brazil maybe subject. There can be no assurance that theBrazilian government will not impose restrictions orrestrictive exchange control policies in the future, whichcould have the effect of preventing or restricting accessto foreign currency.

China. The Digital Gaming Portfol io investssignificantly in stocks issued by companies located inChina. China's economy may be subject tooverextension of credit, currency devaluations andrestrictions, decreased exports, economic recession, areversal of economic liberalization, political unrest or

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changes in China's trading status. Chinese companiescan be significantly affected by currency fluctuationsand increasing competition from Asia's other low-costemerging economies. Investment in Chinese companiesalso carries the risk of lack of transparency andcorporate governance requirements. Reduction inspending on Chinese products and services, institutionof tariffs or other trade barriers or a downturn in any ofthe economies of China's key trading partners mayhave an adverse impact on the securities of Chineseissuers. In particular, a deterioration of the relationshipwith the United States, including the ongoing tradewars between the U.S. and China, could have negativeimplications on issuers from China.

Additionally, from time to time, and as recently asJanuary 2020, China has experienced outbreaks ofinfectious illnesses, and the country may be subject toother public health threats, infectious illnesses, diseasesor similar issues in the future. Any spread of aninfectious illness, public health threat or similar issuecould reduce consumer demand or economic output,result in market closures, travel restr ict ions orquarantines, and generally have a significant impact onthe Chinese economy, which in turn could adverselyaffect a Portfolio’s investments.

Industry Risks. Your Portfolio may invest significantlyin stocks of companies in certain industries. Any negativeimpact on these industries will have a greater impact onthe value of Units than on a portfolio diversified overseveral industries. You should understand the risks ofthese industries before you invest.

The relative weighting or composition of your Portfoliomay change during the life of your Portfolio. Following theInitial Date of Deposit, the Sponsor intends to issueadditional Units by depositing in your Portfolio additionalsecurities in a manner consistent with the provisionsdescribed in the above section entitled “The Portfolios”.As described in that section, it may not be possible toretain or continue to purchase one or more Securities inyour Portfolio. In addition, due to certain limitedcircumstances described under “Portfolio Administration”,the composition of the Securities in your Portfolio maychange. Accordingly, the fluctuations in the relativeweighting or composition of your Portfolio may result in

concentrations (25% or more of a Portfolio’s assets) insecurities of a particular type, industry and/or geographicregion described in this section.

Financial Services Issuers. The Emerging MarketsDividend Portfolio invests significantly in financialservices companies. Companies in the financialservices industry include, but are not l imited 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 themvulnerable to economic conditions that affect thatindustry. Companies in this sector are often subject to

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credit 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. Increasedregulation may restrict a company’s ability to competein its current businesses or to enter into or acquire new

businesses. 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 ReliefAct may lead to further deregulation and roll-back of theDodd-Frank Act and the Sponsor is unable to predict

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the 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 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 may

be 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 toshrink due to the commoditization of tradit ional

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businesses, new competitors, capital expenditures onnew technology and the pressure to compete globally.

Global Digital Gaming Industry Risk. The DigitalGaming Portfolio invests exclusively in the global digitalgaming industry, which primarily includes companies inthe communication services sector and the informationtechnology sector. Companies in this industry faceintense competit ion, both domestical ly andinternationally, may have limited product lines, markets,financial resources or personnel, may have productsthat face rapid obsolescence, and are heavi lydependent on the protection of patent and intellectualproperty rights. Global digital gaming companies arealso subject to increasing regulatory constraints,particularly with respect to cybersecurity and privacy.Such factors may adversely affect the profitability andvalue of such companies.

Communication Services Issuers. The DigitalGaming Portfolio and the Emerging Markets DividendPortfolio invests significantly in the communicationservices sector which includes telecommunicationscompanies. This sector is primarily characterized byextensive government regulat ion and intensecompetition.

Companies in the communication services industryallocate significant resources in efforts to comply withapplicable government regulations. Communicationscompanies operating in the U.S. must comply withapplicable state and federal regulations, including thoseof the Federal Communications Commission. The costsof complying with governmental regulations, delays orfailure to receive required regulatory approvals or theenactment of new adverse regulatory requirements maynegatively affect the business of communicationscompanies. Recent industry consolidation trends maylead to increased regulation in primary markets.Internationally, communications companies may faceregulatory challenges such as securing pre-marketingclearance of products and prices, which may bearbitrary and unpredictable. U.S. federal and stategovernments regulate permitted rates of return and thekinds of services that a company may offer. U.S. federallegislation governing the telecommunications industrymay become subject to judicial review and additional

interpretation, which may adversely affect certaincommunications issuers. The competitive landscape inthe communications sector is intense and constantlyevolving. The products and services of thesecompanies may become outdated very rapidly. Acompany’s performance can be hurt if the companyfails to keep pace with technological advances. At thesame time, demand for some communications servicesremains weak, as several key markets are oversaturatedand many customers can choose between severalservice providers and technology platforms. To meetincreasing competition, companies may have to commitsubstantial capital, particularly in the formulation of newproducts and services using new technologies. As aresult, many companies have been compelled to cutcosts by reducing their workforce, outsourcing,consolidating and/or closing existing facilities anddivesting low sel l ing product l ines. Certaincommunication services companies may be engaged infierce competition for a share of the market of theirproducts and may have higher costs, including liabilitiesassociated with the medical, pension andpostretirement expenses of their workforce, than theircompetitors. As a result, competitive pressures areintense and the stocks are subject to rapid pricevolatility. Moreover, continued consolidation in thisindustry could create integration expenses and delay,and consequent management diversion of attentionaway from ongoing operations and related risks, amongother factors, could result in the failure of thesecompanies to real ize expected cost savings orsynergies. Several high-profile bankruptcies of largetelecommunications companies in the past haveillustrated the potentially unstable condition of thetelecommunications industry. High debt loads that wereaccumulated during the industry growth spurt of the1990s caught up to the industry, causing debt andstock prices to trade at distressed levels for manytelecommunications companies and increasing the costof capital for needed addit ional investment.Furthermore, certain companies involved in the industryhave also faced scrutiny for al leged accountingirregularities that may have led to the overstatement oftheir financial results, and other companies in theindustry may face similar scrutiny. Moreover, some

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companies have begun the process of emerging frombankruptcy and may have reduced levels of debt andother competit ive advantages over othertelecommunications companies. Due to these andother factors, the risk level of owning the securities ofcommunications services companies remainssubstantial and may continue to rise.

Information Technology Issuers. The Digital GamingPortfol io invests signif icantly in the informationtechnology sector. These companies includecompanies that are involved in computer and businessservices, enterprise software/technical software,Internet and computer software, Internet-relatedservices, networking and telecommunicationsequipment, telecommunications services, electronicsproducts, server hardware, computer hardware andperipherals, semiconductor capital equipment andsemiconductors. These companies face risks related torapidly changing technology, rapid productobsolescence, cyclical market patterns, evolvingindustry standards and frequent new productintroductions. Companies in this sector face risks fromrapid changes in technology, competition, dependenceon certain suppliers and supplies, rapid obsolescenceof products or services, patent termination, frequentnew products and government regulation. Thesecompanies can also be adversely affected byinterruption or reduction in supply of components orloss of key customers and failure to comply with certainindustry standards.

An unexpected change in technology can have asignificant negative impact on a company. The failure ofa company to introduce new products or technologiesor keep pace with rapidly changing technology canhave a negative impact on the company’s results.Information technology companies may also be smallerand/or less experienced companies with limited productlines, markets or resources. Stocks of some Internetcompanies have high price-to-earnings ratios with littleor no earnings histories. Information technology stockstend to experience substantial price volatility andspeculative trading. Announcements about newproducts, technologies, operating results or marketingal l iances can cause stock prices to f luctuate

dramatically. At times, however, extreme price andvolume fluctuations are unrelated to the operatingperformance of a company. This can impact your abilityto redeem your Units at a price equal to or greater thanwhat you paid.

Energy Issuers. The Defensive Equity & IncomePortfolio invests significantly in companies in the energysector as a result of its exposure to MLPs through theunderlying funds. Energy companies are subject tolegislative or regulatory changes, adverse marketconditions and/or increased competition affecting theenergy sector. The prices of the securities of energycompanies may fluctuate widely due to changes invalue and dividend yield, which depend largely on theprice and supply of energy fuels, international politicalevents relating to oil producing countries includingterrorist attacks, energy efficiency and conservation,natural disasters, the success of exploration projects,and tax and other governmental regulatory policies.

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 companyhas no assurance that it will find reserves or that anyreserves found will be economically recoverable. Theindustry also faces substantial government regulation,including environmental regulation regarding airemissions and disposal of hazardous materials. Theseregulat ions have increased costs and l imitedproduction and usage of certain fuels. Furthermore,certain companies involved in the industry have alsofaced scrutiny for alleged accounting irregularities thatmay have led to the overstatement of their financialresults, and other companies in the industry may facesimilar scrutiny.

In addition, energy companies face risks related topolitical conditions in oil producing regions (such as theMiddle East), the actions of the Organization ofPetroleum Exporting Countries (OPEC), the price andworldwide supply of oil and natural gas, the price andavailability of alternative fuels, operating hazards,government regulation and the level of consumerdemand. Political conditions of some oil producingregions have been unstable in the past. Political

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instability or war in these regions could have a negativeimpact on your investment. Oil and natural gas pricescan be extremely volat i le due to, for example,decreased demand as a result of increases in energyefficiency, success of exploration projects and clean-upand l i t igation costs due to oi l spi l ls or otherenvironmental damage. OPEC controls a substantialportion of world oil production. OPEC may take actionsto increase or suppress the price or availability of oil.Various domestic and foreign government authoritiesand international cartels also impact these prices. Anysubstantial decline in these prices could have anadverse effect on energy companies. Also, a decline inU.S. and Russian crude oil production may lead to agreater dependence on oil from OPEC nations.

Friction with certain oil producing countries andbetween the governments of the United States and othermajor exporters of oil to the United States, can affect oilexports. Likewise, civil unrest in foreign, oil producingcountries may also affect oil exports or the price of oil.

Utilities Issuers. The Emerging Markets DividendPortfolio invests significantly in utility companies or incompanies related to the utility or energy industries.Many utility companies, especially electric and gas andother energy related utility companies, are subject tovarious uncertainties, including:

• Risks of increases in fuel and other operatingcosts;

• Restrictions on operations and increased costsand delays as a result of environmental, nuclearsafety and other regulations;

• Regulatory restrictions on the ability to passincreasing wholesale costs along to the retail andbusiness customer;

• Coping with the general effects of energyconservation;

• Technological innovations which may renderexisting plants, equipment or products obsolete;

• The effects of unusual, unexpected or abnormallocal weather;

• Maturing markets and difficulty in expanding tonew markets due to regulatory and other factors;

• The potential impact of natural or manmadedisasters;

• Difficulty obtaining adequate returns on investedcapital, even if frequent rate increases areapproved by public service commissions;

• 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 ability ofthe issuers to pay for such energy or water which couldadversely affect the profitability of the issuers of theSecurities and the performance of the Portfolio.

Utility companies are subject to extensive regulation atthe federal level in the United States, and many areregulated at the state level as well. The value of utilitycompany 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 taking ofmeasures, including the acceleration of obligations or theinstitution of involuntary bankruptcy proceedings, by itscreditors against such utility company. Furthermore,regulatory authorities, which may be subject to politicaland other pressures, may not grant future rate increases,or may impose accounting or operational policies, any ofwhich could adversely affect a company's profitabilityand 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 greater competitionand have been permitted by regulators to diversify

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outside of their original geographic regions and theirtraditional lines of business. These opportunities maypermit certain utility companies to earn more than theirtraditional regulated rates of return. Some util itycompanies, however, may be forced to defend their corebusiness and may become less profitable. Whileregulated providers tend to have regulated returns,nonregulated providers' returns are not regulated andgenerally are more volatile. These developments havereduced stability of cash flows in those states withnonregulated providers and could impact the short-termearnings potential of some in this industry. These trendshave also made shares of some utility companies lesssensitive to interest rate changes but more sensitive tochanges in revenue and earnings and caused them toreduce the ratio of their earnings they pay out asdividends. Mergers in the utility industry may requireapproval from various regulatory agencies, including theFederal Energy Trade Commission, the Federal TradeCommission, and the SEC in the United States. Theseregulatory authorities could, as a matter of policy, reversethe trend toward deregulation and make consolidationmore difficult, or cause delay in the merger process, anyof which could cause the prices of these stocks to fall.

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 radioactive materialsand the effects of natural or man-made disasters. Ingeneral, certain utility companies may face additionalregulation and litigation regarding their power plantoperations, increased costs from new or greaterregulation of these operations, and expenses.

Tax and Legislation Risk. Tax legis lat ionproposed by the President or Congress, taxregulations proposed by the U.S. Treasury or positionstaken by the Internal Revenue Service (“IRS”) couldaffect the value of your Portfolio by changing thetaxation or tax characterizations of its portfol iosecurities, or dividends and other income paid by orrelated to such securities. Congress has consideredsuch proposals in the past and may do so in thefuture. No one can predict whether any legislation willbe proposed, adopted or amended by Congress and

no one can predict the impact that any otherlegislation might have on your Portfolio or its portfoliosecurities, or on the tax treatment of your Portfolio orof your investment in your Portfolio.

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

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

PUBLIC OFFERING

General. Units are offered at the Public OfferingPrice which consists of the net asset value per Unit plusorganization costs plus the sales charge. The net assetvalue per Unit is the value of the securities, cash andother assets in your Portfolio reduced by the liabilities ofthe Portfolio divided by the total Units outstanding. Themaximum sales charge equals 1.85% of the PublicOffering Price per Unit for the Defensive Equity &Income Portfolio and the Digital Gaming Portfolio and2.75% of the Public Offering Price per Unit for theEmerging Markets Dividend Portfolio (1.885% and2.828% of the aggregate offering price of the Securities,respectively) at the time of purchase.

The initial sales charge is the difference between thetotal sales charge amount (maximum of 1.85% of thePublic Offering Price per Unit for the Defensive Equity &Income Portfolio and the Digital Gaming Portfolio and2.75% of the Public Offering Price per Unit for theEmerging Markets Dividend Portfolio) and the sum ofthe remaining fixed dollar deferred sales charge andthe fixed dollar creation and development fee (initially

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$0.185 per Unit for the Defensive Equity & IncomePortfolio and the Digital Gaming Portfolio and $0.275per Unit for the Emerging Markets Dividend Portfolio).Depending on the Public Offering Price per Unit, youpay the initial sales charge at the time you buy Units.The deferred sales charge is fixed at $0.135 per Unitfor the Defensive Equity & Income Portfolio and theDigital Gaming Portfolio and $0.225 per Unit for theEmerging Markets Dividend Portfolio. Your Portfoliopays the deferred sales charge in installments asdescribed in the “Fee Table.” If any deferred salescharge payment date is not a business day, we willcharge the payment on the next business day. If youpurchase Units after the initial deferred sales chargepayment, you will only pay that portion of the paymentsnot yet collected. If you redeem or sell your Units priorto collection of the total deferred sales charge, you willpay any remaining deferred sales charge uponredemption or sale of your Units. The initial anddeferred sales charges are referred to as the“transactional sales charge.” The transactional salescharge does not include the creation and developmentfee which compensates the Sponsor for creating anddeveloping your Portfolio and is described under“Expenses.” The creation and development fee is fixedat $0.05 per Unit. Your Portfolio pays the creation anddevelopment fee as of the close of the initial offeringperiod as described in the “Fee Table.” If you redeem orsell your Units prior to collection of the creation anddevelopment fee, you will not pay the creation anddevelopment fee upon redemption or sale of yourUnits. After the initial offering period the maximum salescharge wil l be reduced by 0.50%, reflecting theprevious collection of the creation and developmentfee. Because the deferred sales charge and creationand development fee are fixed dollar amounts per Unit,the actual charges will exceed the percentages shownin the “Fee Table” if the Public Offering Price per Unitfalls below $10 and will be less than the percentagesshown in the “Fee Table” if the Public Offering Price perUnit exceeds $10. In no event will the maximum totalsales charge exceed 1.85% of the Public Offering Priceper Unit for the Defensive Equity & Income Portfolioand the Digital Gaming Portfolio or 2.75% of the Public

Offering Price per Unit for the Emerging MarketsDividend Portfolio.

The “Fee Table” shows the sales charge calculationat a $10 Public Offering Price per Unit. At a $10 PublicOffering Price, there is no initial sales charge during theinitial offering period. If the Public Offering Price exceeds$10 per Unit, you will pay an initial sales charge equal tothe difference between the total sales charge and thesum of the remaining deferred sales charge and thecreation and development fee. For example, withrespect to the Defensive Equity & Income Portfolio andthe Digital Gaming Portfolio, if the Public Offering Priceper Unit rose to $14, the maximum sales charge wouldbe $0.259 (1.85% of the Public Offering Price per Unit),consisting of an initial sales charge of $0.074, adeferred sales charge of $0.135 and the creation anddevelopment fee of $0.050. With respect to theEmerging Markets Dividend Portfolio, if the PublicOffering Price per Unit rose to $14, the maximum salescharge would be $0.385 (2.75% of the Public OfferingPrice per Unit), consisting of an initial sales charge of$0.110, a deferred sales charge of $0.225 and thecreation and development fee of $0.050. Since thedeferred sales charge and creation and developmentfee are fixed dollar amounts per Unit, your Portfoliomust charge these amounts per Unit regardless of anydecrease in net asset value. However, if the PublicOffering Price per Unit falls to the extent that themaximum sales charge percentage results in a dollaramount that is less than the combined fixed dollaramounts of the deferred sales charge and creation anddevelopment fee, your initial sales charge will be a creditequal to the amount by which these fixed dollar chargesexceed your sales charge at the time you buy Units. Insuch a situation, the value of securities per Unit wouldexceed the Public Offering Price per Unit by the amountof the initial sales charge credit and the value of thosesecurities will fluctuate, which could result in a benefit ordetriment to Unitholders that purchase Units at thatprice. The initial sales charge credit is paid by theSponsor and is not paid by your Portfolio. With respectto the Defensive Equity & Income Portfolio and theDigital Gaming Portfolio, if the Public Offering Price perUnit fell to $6, the maximum sales charge would be

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$0.111 (1.85% of the Public Offering Price per Unit),which consists of an initial sales charge (credit) of-$0.074, a deferred sales charge of $0.135 and acreation and development fee of $0.050. With respectto the Emerging Markets Dividend Portfolio, if the PublicOffering Price per Unit fell to $6, the maximum salescharge would be $0.165 (2.75% of the Public OfferingPrice per Unit), which consists of an initial sales charge(credit) of -$0.110, a deferred sales charge of $0.225and a creation and development fee of $0.050.

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

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

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

Fee Accounts. Investors may purchase Units throughregistered investment advisers, certified financialplanners and registered broker-dealers who in eachcase either charge periodic fees for brokerage services,f inancial planning, investment advisory or assetmanagement services, or provide such services inconnection with the establishment of an investment

account for which a comprehensive “fee based” charge(“Fee Based”) is imposed (“Fee Accounts”). If Units of aPortfolio are purchased for a Fee Account and thePortfolio is subject to a Fee Based charge (i.e., thePortfolio is “Fee Based Eligible”), then the purchase willnot be subject to the transactional sales charge but willbe subject to the creation and development fee of$0.05 per Unit that is retained by the Sponsor. Pleaserefer to the section called “Fee Accounts” for additionalinformation on these purchases. The Sponsor reservesthe right to limit or deny purchases of Units described inthis paragraph by investors or selling firms whosefrequent trading activity is determined to be detrimentalto a Portfolio. Fee Based Eligible Units are not eligiblefor any sales charge discounts in addition to that whichis described in this paragraph and under the “FeeAccounts” section found below.

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

Distribution Reinvestments. We do not charge anysales charge when you reinvest distributions from yourPortfolio into additional Units of your Portfolio. Since thedeferred sales charge and creation and developmentfee are fixed dollar amounts per Unit, your Portfoliomust charge these amounts per Unit regardless of thisdiscount. If you elect to reinvest distributions, theSponsor will credit you with additional Units with a dollarvalue sufficient to cover the amount of any remainingdeferred sales charge and creation and developmentfee that will be collected on such Units at the time ofreinvestment. The dollar value of these Units willfluctuate over time.

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

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

value of any foreign securities is based on the applicablecurrency exchange rate as of the Evaluation Time. TheSponsor will provide price dissemination and oversightservices to your Portfolio.

During the initial offering period, part of the PublicOffering Price represents an amount that will pay thecosts incurred in establishing your Portfolio. Thesecosts include the costs of preparing documents relatingto the Portfolio (such as the registration statement,prospectus, trust agreement and legal documents),federal and state registration fees, fees paid to anyPortfolio Consultant for assisting the Sponsor in theselection of securities, the initial fees and expenses ofthe Trustee and the initial audit. Your Portfolio will sellsecurities to reimburse us for these costs at the end ofthe initial offering period or after six months, if earlier.The value of your Units will decline when your Portfoliopays 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 ofUnits during the initial offering period of 1.25% of thePublic Offering Price per Unit for the Defensive Equity& Income Portfolio and the Digital Gaming Portfolioand of 2.00% of the Public Offering Price per Unit forthe Emerging Markets Dividend Portfolio.

Volume Concession Based Upon Annual Sales. Asdescribed below, broker-dealers and other sellingagents may in certain cases be eligible for an additionalconcession based upon their annual eligible sales of allInvesco fixed income and equity unit investment trusts.Eligible sales include all units of any Invesco unitinvestment trust underwritten or purchased directly fromInvesco during a trust’s initial offering period. Forpurposes of this concession, trusts designated as either“Invesco Unit Trusts, Taxable Income Series” or“Invesco Unit Trusts, Municipal Series” are fixed income

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trusts, and trusts designated as “Invesco Unit TrustsSeries” are equity trusts. In addition to the regularconcessions or agency commissions described abovein “Unit Sales Concessions” all broker-dealers and othersell ing firms wil l be eligible to receive additionalcompensation based on total initial offering period salesof all eligible Invesco unit investment trusts during theprevious consecutive 12-month period through the endof the most recent month. The Volume Concession, asapplicable to equity and fixed income trust units, is setforth in the following table:

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

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

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

Additional Information. Except as provided in thissection, any sales charge discount provided toinvestors will be borne by the selling broker-dealer or

agent. For all secondary market transactions the totalconcession or agency commission will amount to 80%of the applicable sales charge. Notwithstandinganything to the contrary herein, in no case shall thetotal of any concessions, agency commissions and anyadditional compensation allowed or paid to any broker,dealer or other distributor of Units with respect to anyindividual transaction exceed the total sales chargeapplicable to such transaction. The Sponsor reservesthe right to reject, in whole or in part, any order for thepurchase of Units and to change the amount of theconcession or agency commission to dealers andothers from time to time.

We may provide, at our own expense and out of ourown profits, additional compensation and benefits tobroker-dealers who sell Units of 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 of thePortfolios and our other products. Fees may includepayment for travel expenses, including lodging, incurredin connection with trips taken by invited registeredrepresentatives for meetings or seminars of a businessnature. These arrangements will not change the priceyou pay for your Units.

Sponsor Compensation. The Sponsor will receivethe total sales charge applicable to each transaction.Except as provided under “Unit Distribution” above, anysales charge discount provided to investors will beborne by the selling dealer or agent. In addition, theSponsor will realize a profit or loss as a result of thedifference between the price paid for the Securities bythe Sponsor and the cost of the Securities to a 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 or asa member of the underwriting syndicates or as an agentin a private placement for any of the Securities. The

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Sponsor may realize profit or loss as a result offluctuations in the market value of Units held by theSponsor for sale to the public. In maintaining asecondary market, the Sponsor will realize profits orlosses in the amount of any difference between theprice at which Units are purchased and the price atwhich Units are resold (which price includes 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 redemption atthe 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 which Unitswould have been redeemed by the Trustee. The

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, SimplifiedEmployee Pension Plans for employees, qualified plansfor self-employed individuals, and qualified corporatepension and profit sharing plans for employees. Theminimum purchase for these accounts is reduced to 25Units but may vary by selling firm. The purchase of Unitsmay be limited by the plans’ provisions and does notitself establish such plans.

FEE ACCOUNTS

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

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

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

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distributions in additional Units, if available. See “Rights ofUnitholders--Reinvestment Option.”

RIGHTS OF UNITHOLDERS

Distributions. With respect to the Defensive Equity& Income Portfolio and the Emerging Markets DividendPortfolio, dividends and interest, net of expenses, andany net proceeds from the sale of Securities received bya Portfolio will generally be distributed to Unitholders oneach Distribution Date to Unitholders of record on thepreceding Record Date. With respect to the DigitalGaming Portfolio, the Trustee will generally distribute thecash held in the Income and Capital Accounts of yourPortfolio, net of expenses, on each Distribution Date toUnitholders of record on the preceding Record Date,provided that the total cash held for distribution equalsat least 0.1% of your Portfolio’s net asset value. Thesedates appear under “Essential Information”.Distr ibutions made by the closed-end funds inDefensive Equity & Income 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 Defensive Equity & Income Portfolio and theEmerging Markets Dividend Portfolio will generally makerequired distributions at the end of each year in order tosatisfy a requirement for qualification as a “regulatedinvestment company” (“RIC”) for federal income taxpurposes. Unitholders will also receive a final distributionof income when their Portfolio terminates. A personbecomes a Unitholder of record on the date ofsettlement (generally two business days after Units areordered, or any shorter period as may be required bythe applicable rules under the 1934 Act). Unitholdersmay elect to receive distributions in cash or to havedistributions reinvested into additional Units. See“Rights of Unitholders--Reinvestment Option”.

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

deferred sales charges, fees or expenses, will bedistributed to Unitholders. Proceeds received from thedisposition of any Securities after a Record Date andprior to the following Distribution Date will be held in theCapital Account and not distributed until the nextDistribution Date. Any distribution to Unitholdersconsists of each Unitholder’s pro rata share of theavailable cash in the Income and Capital Accounts as ofthe related Record Date.

Historical and Estimated Distributions. TheHistor ical 12 Month Distr ibut ions per Unit, andEstimated Initial Distribution per Unit (if any), may beshown under “Essential Information.” These figures arebased upon the weighted average of the actualdistributions paid by the securities included in yourPortfolio over the 12 months preceding the Initial Dateof Deposit and are reduced to account for the effectsof fees and expenses which will be incurred wheninvesting in your Portfolio. While both figures arecalculated using a Public Offering Price of $10 per Unit,any presented Estimated Initial Distribution per Unit willreflect an estimate of the per Unit distributions you mayreceive on the first Distribution Date based upon eachissuer’s preceding 12 month distributions. Dividendpayments are not assured and therefore the amount offuture dividend income to your Portfolio is uncertain.The actual net annual distributions may decrease overtime because a portion of the securities included inyour Portfolio will be sold to pay for the organizationcosts, deferred sales charge and creat ion anddevelopment fee. Securities may also be sold to payregular fees and expenses during your Portfolio’s life.The actual net annual income distributions you receivewill vary from the Historical 12 Month Distributionsamount due to changes in dividends and distributionamounts paid by issuers, currency fluctuations, the saleof securities to pay any deferred sales charge, Portfoliofees and expenses, and with changes in your Portfoliosuch as the acquisition, call, maturity or sale ofsecurities. Due to these and various other factors,actual income received by your Portfolio will most likelydiffer from the most recent dividends or scheduledincome payments.

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

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

Redemption of Units. All or a portion of yourUnits may be tendered to The Bank of New YorkMellon, the Trustee, for redemption at Unit InvestmentTrust Division, 111 Sanders Creek Parkway, EastSyracuse, New York 13057, on any day the New YorkStock Exchange is open. No redemption fee will becharged by the Sponsor or the Trustee, but you areresponsible for applicable governmental charges, if any.Units redeemed by the Trustee will be canceled. Youmay redeem all or a portion of your Units by sending a

request for redemption to your bank or broker-dealerthrough which you hold your Units. No later than twobusiness days (or any shorter period as may berequired by the applicable rules under the 1934 Act)following satisfactory tender, the Unitholder will beentitled to receive in cash an amount for each Unitequal to the Redemption Price per Unit next computedon the date of tender. The “date of tender” is deemedto be the date on which Units are received by theTrustee, except that with respect to Units received bythe Trustee after the Evaluation Time or on a day whichis not a business day, the date of tender is deemed tobe the next business day. Redemption requestsreceived by the Trustee after the Evaluation Time, andredemption requests received by authorized financialprofessionals after the Evaluation Time or redemptionrequests received by such persons that are nottransmitted to the Trustee unt i l after the t imedesignated by the Trustee, are priced based on thedate of the next determined redemption price providedthey are received timely by the Trustee on such date. Itis the responsibility of authorized financial professionalsto transmit redemption requests received by them tothe Trustee 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 your broker-dealer or selling agent) for redemption may request anin kind distr ibution of Securit ies 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 Portfolio’s termination. The Portfolios generallywill not offer in kind distributions of portfolio securitiesthat are held in foreign markets. An in kind distributionwill be made by the Trustee through the distribution ofeach of the Securities in book-entry form to the accountof the Unitholder’s broker-dealer at DTC. Amountsrepresenting fractional shares will be distributed in cash.The Trustee may adjust the number of shares of anySecurity included in a Unitholder’s in kind distribution to

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facilitate the distribution of whole shares. The in kinddistribution option may be modified or discontinued atany time without notice. Notwithstanding the foregoing,if the Unitholder requesting an in kind distribution is theSponsor or an affiliated person of the Portfolio, theTrustee may make an in kind distribution to suchUnitholder provided that no one with a pecuniaryincentive to influence the in kind distribution mayinfluence selection of the distributed securities, thedistribution must consist of a pro rata distribution of allportfolio securities (with limited exceptions) and the inkind distribution may not favor such affiliated person tothe detriment of any other Unitholder. Unitholders willincur transaction costs in liquidating securities receivedin an in-kind distribution, and any such securitiesreceived will be subject to market risk until sold. In theevent that any securities received in-kind are illiquid,Unitholders will bear the risk of not being able to sellsuch securities in the near term, or at all.

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

The Redemption Price per Unit and the secondarymarket repurchase price per Unit are equal to the prorata share of each Unit in your Portfolio determined onthe basis of (i) the cash on hand in the Portfolio, (ii) thevalue of the Securities in the Portfolio and (iii) dividendsor other income distr ibutions receivable on theSecurities in the Portfolio trading ex-dividend as of thedate of computation, less (a) amounts 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 the

initial 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 that

the sale period will be longer than one day, however,certain factors could affect the abil ity to sell theSecurities and could impact the length of the saleperiod. The liquidity of any Security depends on thedaily trading volume of the Security and the amountavailable for redemption and reinvestment on any day.

We may make subsequent trust series available forsale at various times during the year. Of course, wecannot guarantee that a subsequent trust or sufficientunits will be available or that any subsequent trusts willoffer the same investment strategies or objectives asthe current Portfolios. We cannot guarantee that aRol lover wi l l avoid any negative market priceconsequences resulting from trading large volumes ofsecurit ies. Market price trends may make itadvantageous to sell or buy securities more quickly ormore slowly than permitted by the Portfolio procedures.We may, in our sole discretion, modify a Rollover or stopcreating units of a trust at any time regardless ofwhether al l proceeds of Unitholders have beenreinvested in a Rollover. If we decide not to offer asubsequent series, Unitholders will be notified prior tothe Mandatory Termination Date. Cash which has notbeen reinvested in a Rollover will be distributed toUnitholders shortly after the Mandatory TerminationDate. Rol lover part icipants may receive taxabledividends or realize taxable capital gains which arereinvested in connection with a Rollover but may not beentitled to a deduction for capital losses due to the“wash sale” tax rules. Due to the reinvestment in asubsequent trust, no cash will be distributed to pay anytaxes. See “Taxation”.

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

Reports Provided. Unitholders will receive astatement of dividends and other amounts received 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 a Portfolio based on advice from the Supervisor.These situations may include events such as the issuerhaving defaulted on payment of any of its outstandingobligations or the price of a Security has declined tosuch an extent or other credit factors exist so that in theopinion of the Supervisor retention of the Security wouldbe detrimental to a Portfolio. If a public tender offer hasbeen made for a Security or a merger or acquisition hasbeen announced affecting a Security, the Trustee mayeither sel l the Security or accept an offer i f theSupervisor determines that the sale or exchange is inthe best interest of Unitholders (only offers for cash if aPortfolio has not elected to be treated as a RIC for taxpurposes). The Trustee will distribute any cash proceedsto Unitholders. In addition, the Trustee may sellSecurities to redeem Units or pay Portfolio expenses ordeferred sales charges. With respect to the DigitalGaming Portfolio, & the Trustee must reject any offer forsecurities or property other than cash in exchange forthe Securities. 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 the

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

With respect to the Defensive Equity & IncomePortfolio and the Emerging Markets Dividend Portfolio,the Sponsor may direct the reinvestment of proceeds ofthe 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 a RICand to avoid imposition of tax on undistributed income ofthe Portfolio.

The Trust Agreement requires the Trustee to vote allshares of the closed-end funds held in the DefensiveEquity & Income Portfolio in the same manner and ratioon all proposals as the owners of such shares not heldby the Portfolio. The Sponsor will instruct the Trusteehow to vote the securities held in your Portfolio. TheTrustee will vote the securities in the same generalproportion as shares held by other shareholders if theSponsor fails to provide instructions.

When your Portfolio sells Securities, the compositionand diversity of the Securities in the Portfolio may bealtered. However, with respect to the Defensive Equity &Income Portfolio, if the Trustee sells securities toredeem Units or to pay Portfolio expenses or salescharges, the Trustee will do so, as nearly as practicable,on a pro rata basis. In order to obtain the best price forthe Portfolio, it may be necessary for the Supervisor tospecify minimum amounts (generally 100 shares) inwhich blocks of Securities are to be sold. In effectingpurchases and sales of portfolio securities, the Sponsormay direct that orders be placed with and brokeragecommissions be paid to brokers, including brokers

which may be affiliated with a Portfolio, the Sponsor ordealers participating in the offering of Units.

Pursuant to an exemptive order, a Portfolio may bepermitted to sell Securities to a new trust when itterminates if those Securities are included in the newtrust. The exemption may enable a Portfolio to eliminatecommission costs on these transactions. The price forthose securities will be the closing sale price on the saledate on the exchange where the Securit ies 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 inthe 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,

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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 ingood faith under the Trust Agreement. The Trustee is notliable for any taxes or other governmental chargesimposed on the Securities, on it as Trustee under 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 by

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

Trustee. The Trustee is The Bank of New YorkMellon, a trust company organized under the laws ofNew York. The Bank of New York Mellon has itsprincipal unit investment trust division offices at 2 Hanson Place, 12th Floor, Brooklyn, New York11217, (800) 856-8487. I f you have quest ionsregarding your account or your Portfolio, pleasecontact the Trustee at its principal unit investment trust

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division offices or your financial adviser. The Sponsordoes not have access to indiv idual accountinformation. The Bank of New York Mellon is subject tosupervision and examination by the Superintendent ofBanks of the State of New York and the Board ofGovernors of the Federal Reserve System, and itsdeposits are insured by the Federal Deposit InsuranceCorporation to the extent permitted by law. Additionalinformation regarding the Trustee is set forth in theInformation Supplement, including the Trustee’squalifications and duties, its ability to resign, the effectof a merger involving the Trustee and the Sponsor’sabi l i ty to remove and replace the Trustee. See“Additional Information”.

TAXATION — DEFENSIVE EQUITY & INCOMEPORTFOLIO AND EMERGING MARKETSDIVIDEND PORTFOLIO

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

This federal income tax summary is based in parton the advice of counsel to the Sponsor. The IRScould disagree with any conclusions set forth in thissection. In addition, our counsel was not asked toreview the federal income tax treatment of the assetsto 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 RIC under the federal tax laws. If

your Portfolio qualifies under the tax law as a RIC anddistributes its income in the manner and amountsrequired by the RIC tax requirements, the Portfoliogenerally will not pay federal income taxes. But there isno assurance that the distributions made by yourPortfolio will eliminate all taxes for every year at the levelof your Portfolio.

Distributions. Portfolio distributions are generallytaxable. After the end of each year, you will receive a taxstatement reporting your Portfolio’s distributions,including the amounts of ordinary income distributionsand capital gains dividends. Your Portfolio may maketaxable distributions to you even in periods during whichthe value of your Units has declined. Ordinary incomedistributions are generally taxed at your federal tax ratefor ordinary income, however, as further discussed below,certain ordinary income distributions received from yourPortfolio may be taxed, under current federal law, atcapital gains tax rates. Certain ordinary income dividendson Units that are attributable to qualifying dividendsreceived by your Portfolio from certain corporations maybe reported by the Portfolio as being eligible for thedividends received deduction for corporate Unitholdersprovided certain holding period requirements are met.Income from the Portfolio and gains on the sale of yourUnits may also be subject to a 3.8% federal tax imposedon net investment income if your adjusted gross incomeexceeds certain threshold amounts, which currently are$250,000 in the case of married couples filing jointreturns and $200,000 in the case of single individuals. Inaddition, your Portfolio may make distributions thatrepresent a return of capital for tax purposes to the extentof the Unitholder’s basis in the Units, and any additionalamounts in excess of basis would be taxed as a capitalgain. Generally, you will treat all capital gains dividends aslong-term capital gains regardless of how long you haveowned your Units. The tax status of your distributionsfrom your Portfolio is not affected by whether you reinvestyour distributions in additional Units or receive them incash. The income from your Portfolio that you must takeinto account for federal income tax purposes is notreduced by amounts used to pay a deferred salescharge, if any. The tax laws may require you to treat

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certain distributions made to you in January as if you hadreceived them on December 31 of the previous year.

A distribution paid by your Portfolio reduces thePortfolio’s net asset value per Unit on the date paid bythe amount of the distr ibut ion. Accordingly, adistribution paid shortly after a purchase of Units by aUnitholder would represent, in substance, a partialreturn of capital, however, it would be subject toincome taxes. Non-corporate taxpayers are nowgenerally eligible for a 20% deduction with respect tocertain non-investment related income earned from a“qualified publicly traded partnership,” a term whichoften includes MLPs. A Portfolio taxed as a RIC,however, is currently not permitted to pass the specialcharacter of the qualified publicly traded partnershipincome through to its shareholders. Currently, non-corporate taxpayers that invest in entities, such asMLPs that often generate qualified publicly tradedpartnership income, may be entitled to this 20%deduction, but non-corporate taxpayers that invest in aRIC that invest in such entities will not.

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

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

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

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

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

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

Rollovers and Exchanges. If you elect to haveyour proceeds from your Portfolio rolled over into afuture trust, it would generally be considered a sale forfederal income tax purposes and any gain on the salewill be treated as a capital gain, and, in general, any losswill be treated as a capital loss. However, any lossrealized on a sale or exchange will be disallowed to theextent that Units disposed of are replaced (includingthrough reinvestment of dividends) within a period of 61days beginning 30 days before and ending 30 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. Thedeductibil 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 taxable income to you. In certain cases ifyour Portfolio is not considered “publicly offered” underthe Internal Revenue Code of 1986, as amended (the“Code”), each U.S. Unitholder that is either an individual,trust or estate will be treated as having received ataxable distribution from the Portfolio in the amount ofthat U.S. Unitholder’s allocable share of certain of thePortfolio's expenses for the calendar year, and thesefees and expenses will be treated as miscellaneousitemized deductions of those U.S. Unitholders. Thedeductibility of expenses that are characterized asmiscellaneous itemized deductions, which includeinvestment expenses, is suspended for tax yearsbeginning prior to January 1, 2026.

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

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

The Foreign Account Tax Compliance Act(“FATCA”). A 30% withholding tax on your Portfolio’sdistributions generally applies if paid to a foreign entityunless: (i) if the foreign entity is a “foreign financialinstitution” as defined under FATCA, the foreign entityundertakes certain due diligence, reporting, withholding,and certification obligations, (ii) if the foreign entity is nota “foreign financial institution,” it identifies certain of itsU.S. investors or (iii) the foreign entity is otherwiseexcepted under FATCA. If required under the rules aboveand subject to the applicability of any intergovernmentalagreements between the United States and the relevantforeign country, withholding under FATCA may apply.Under existing regulations, FATCA withholding on grossproceeds from the sale of Units and capital gaindistributions from your Portfolio took effect on January 1,2019; however, recently proposed U.S. tax regulationseliminate FATCA withholding on such types of payments.Taxpayers generally may rely on these proposedTreasury Regulations until final Treasury Regulations areissued. 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 a refundor credit from the IRS to obtain the benefit of suchexemption or reduction. Your Portfolio will not pay anyadditional amounts in respect of amounts withheld underFATCA. You should consult your tax advisor regardingthe effect of FATCA based on your individualcircumstances.

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

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

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

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

TAXATION — DIGITAL GAMING PORTFOLIO

This section summarizes some of the principal U.S.federal income tax consequences of owning Units of theDigital Gaming Portfolio which is structured as a grantortrust for federal tax purposes. Tax laws and interpretationsare subject to change, possibly with retroactive effect. Thissummary does not describe all of the tax consequences

to all taxpayers. For example, this summary generallydoes not describe your situation if you are a corporation, anon-U.S. person, a broker/dealer, a tax-exempt entity,financial institution, person who marks to market theirUnits or other investor with special circumstances. Inaddition, this section does not describe the state, local orforeign tax consequences of investing in the Portfolio.

This federal income tax summary is based in parton the advice of counsel to the Sponsor. The IRScould disagree with any conclusions set forth in thissection. In addition, our counsel was not asked toreview the tax treatment of the assets to be depositedin your Portfolio.

As with any investment, you should seek advicebased on your individual circumstances from yourown tax advisor.

Assets of the Portfolio. Your Portfolio is expectedto hold shares of stock in corporations that are treatedas equity for federal income tax purposes. It is possiblethat your Portfolio will also hold other assets, includingassets that are treated differently for federal income taxpurposes from those described above, in which caseyou will have federal income tax consequences differentfrom or in addition to those described in this section.We refer to the assets held by your Portfol io as“Portfolio Assets”.

Portfolio Status. If your Portfolio is at all timesoperated in accordance with the documentsestablishing your Portfolio and certain requirements offederal income tax law are met, your Portfolio will not betaxed as a corporation for federal income tax purposes.As a Unit owner, you will be treated as the owner of apro rata portion of each of the Portfolio Assets, and assuch you will be considered to have received a pro ratashare of income (e.g., dividends and capital gains), ifany from each Portfolio Asset when such income wouldbe considered to be received by you if you directlyowned the Portfolio Assets. This tax treatment applieseven if you elect to have your distributions reinvestedinto additional Units. In addition, the income fromPortfolio Assets that you must take into account forfederal income tax purposes is not reduced by amountsused to pay sales charges or Portfolio expenses.

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Your Tax Basis and Income or Loss UponDisposition. If you dispose of your Units or redeemyour Units for cash, you will generally recognize gain orloss. To determine the amount of this gain or loss, youmust subtract your adjusted tax basis in your Unitsdisposed of from your proceeds received in thetransaction. You also generally will recognize taxablegain or loss if your Portfolio disposes of Portfolio Assets.Your init ial tax basis in each Portfol io Asset isdetermined by apportioning the cost of your Units,including sales charges, among the Portfolio Assetsratably according to their values on the date you acquireyour Units. In certain circumstances, however, your taxbasis in certain Portfolio Assets must be adjusted afteryou acquire your Units.

Net capital gain equals net long-term capital gainminus net short-term capital loss for the taxable year.Capital gain or loss is long-term if the holding period forthe asset is more than one year and is short-term if theholding period for the asset is one year or less. Youmust exclude the date you purchase your Units todetermine your holding period. The tax rates for capitalgains realized from assets held for one year or less aregenerally the same as for ordinary income. The Code,however, treats certain capital gains as ordinary incomein special situations. The deductibility of capital losses issubject to l imitations under the Code, includinggenerally a maximum deduction against ordinaryincome of $3,000 per year. Income from the Portfolioand gains on the sale of your Units may also be subjectto a 3.8% federal tax imposed on net investmentincome if your adjusted gross income exceeds certainthreshold amounts, which currently are $250,000 in thecase of married couples f i l ing joint returns and$200,000 in the case of single individuals.

Dividends from Stocks. Certain dividendsreceived by non-corporate Unitholders with respect tothe stocks may qualify to be taxed at the same federalrates that apply to net capital gain, provided certainholding period requirements are satisfied. These aregenerally referred to as qualified dividends.

Dividends Received Deduction. Generally, adomestic corporation owning Units in the Portfolio maybe eligible for the dividends received deduction with

respect to such Unitholder’s pro rata portion of certaintypes of dividends received by the Portfolio. However, acorporation generally will not be entitled to the dividendsreceived deduction with respect to dividends from mostforeign corporations.

Cash Distributions, Rollovers and Exchanges.If you receive cash when you redeem your Units or atyour Portfolio’s termination or if you elect to direct thatthe cash proceeds you are deemed to receive when youredeem your Units or at your Portfolio’s termination berolled into a future trust, it is 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 loss youincur in connection with the receipt or deemed receiptof cash, or in connection with the exchange of yourUnits of the Portfolio for units of another trust (deemedsale and subsequent deemed repurchase), will generallybe disallowed to the extent you acquire units of asubsequent trust and such subsequent trust hassubstantially identical assets under the wash saleprovisions of the Code. The deductibility of capitallosses is subject to other limitations in the tax law.

In Kind Distributions. Under certain circumstancesas described in this prospectus, you may request an inkind distribution of Portfolio Assets when you redeemyour Units. By electing to receive an in kind distribution,you will receive Portfolio Assets plus, possibly, cash. Yougenerally will not recognize gain or loss if you only receivewhole Portfolio Assets in exchange for the identicalamount of your pro rata portion of the same PortfolioAssets held by your Portfolio. However, if you also receivecash in exchange for a Portfolio Asset or a fractionalportion of a Portfolio Asset, you will generally recognizegain or loss based on the difference between the amountof cash you receive and your proportional tax basis insuch Portfolio Asset or fractional portion.

Limitations on the Deductibility of PortfolioExpenses. General ly, for federal income taxpurposes, you must take into account your full pro ratashare of your Portfolio’s income, even if some of thatincome is used to pay Portfol io expenses. Thedeductibility of expenses that are characterized asmiscellaneous itemized deductions, which include

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investment expenses, is suspended for tax yearsbeginning prior to January 1, 2026.

Foreign Investors. If you are a foreign investor (i.e.,an investor other than a U.S. citizen or resident or a U.S.corporation, partnership, estate or trust), distributions ofdividends and interest from your Portfolio generally aresubject to U.S. federal income taxes, includingwithholding taxes, unless certain conditions forexemption from U.S. taxation are met. Gains from thesale or redemption of your Units may not be subject toU.S. federal income taxes if you are not otherwise subjectto net income taxation in the United States. In the case ofUnits held by nonresident alien individuals, foreigncorporations or other non-U.S. persons, distributions byyour Portfolio that are treated as U.S. source income(e.g., dividends received on stocks of domesticcorporations) will generally be subject to U.S. incometaxation and withholding, subject to any applicable treaty.You should consult your tax advisor with respect to theconditions you must meet in order to be exempt fromU.S. taxation. You should also consult your tax advisorwith respect to other U.S. tax withholding and reportingrequirements.

FATCA. A 30% withholding tax on your Portfolio’sdistributions generally applies if paid to a foreign entityunless: (i) if the foreign entity is a “foreign financialinstitution” as defined under FATCA, the foreign entityundertakes certa in due di l igence, report ing,withholding, and certification obligations, (ii) if theforeign entity is not a “foreign financial institution,” itidentifies certain of its U.S. investors or (iii) the foreignentity is otherwise excepted under FATCA. If requiredunder the rules above and subject to the applicabilityof any intergovernmental agreements between theUnited States and the relevant foreign country,withholding under FATCA may apply. Under existingregulations, FATCA withholding on gross proceedsfrom the sale of Units and capital gain distributionsfrom your Portfolio took effect on January 1, 2019;however, recently proposed U.S. tax regulationsel iminate FATCA withholding on such types ofpayments. Taxpayers generally may rely on theseproposed Treasury Regulations until final TreasuryRegulations are issued. If withholding is required under

FATCA on a payment related to your Units, investorsthat otherwise would not be subject to withholding (orthat otherwise would be entitled to a reduced rate ofwithholding) on such payment general ly wi l l berequired to seek a refund or credit from the IRS toobtain the benefit of such exemption or reduction. Wewill not pay any additional amounts in respect ofamounts withheld under FATCA. You should consultyour tax advisor regarding the effect of FATCA basedon your individual circumstances.

Foreign Taxes. Some distributions or incomeearned by your Portfolio may be subject to foreignwithholding taxes. Any income withheld will still betreated as income to you. Under the grantor trust rules,you are considered to have paid directly your share ofany foreign taxes that are paid. Therefore, for U.S. taxpurposes, you may be entitled to a foreign tax credit ordeduction for those foreign taxes.

Backup Withholding. By law, your Portfolio mustwithhold as backup withholding a percentage (formerly24%) 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.

New York Tax Status. Under the existing incometax laws of the State and City of New York, yourPortfolio will not be taxed as a corporation subject tothe New York State franchise tax and the New York CityBusiness Corporation Tax. You should consult your taxadvisor regarding potential federal, foreign, state or localtaxation with respect to your Units based on your individual circumstances.

PORTFOLIO OPERATING EXPENSES

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

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pay 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,fees paid to any Portfolio Consultant for assisting theSponsor in the selection of securities, the initial fees andexpenses of the Trustee, and legal and auditingexpenses. The Public Offering Price of Units includesthe estimated amount of these costs. The Trustee willdeduct these expenses from your Portfolio’s assets atthe 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 Income

Accounts since these Accounts are non-interest bearingto Unitholders and the amounts earned by the Trusteeare retained by the Trustee. Part of the Trustee’scompensation for its services to your Portfolio isexpected to result from the use of these funds.

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

Miscellaneous Expenses. The following additionalcharges are or may be incurred by your Portfolio: (a)normal expenses (including the cost of mailing reports toUnitholders) incurred in connection with the operation ofthe Portfolio, (b) fees of the Trustee for extraordinaryservices, (c) expenses of the Trustee (including legal andauditing expenses) and of counsel designated by theSponsor, (d) various governmental charges, (e) expensesand costs of any action taken by the Trustee to protectthe Portfolio and the rights and interests of Unitholders, (f) indemnification of the Trustee for any loss, liability orexpenses incurred in the administration of the Portfoliowithout negligence, bad faith or willful misconduct on itspart, (g) foreign custodial and transaction fees (whichmay include compensation paid to the Trustee or itssubsidiaries or affiliates), (h) costs associated withliquidating the securities held in the Portfolio, (i) anyoffering costs incurred after the end of the initial offeringperiod and (j) expenditures incurred in contactingUnitholders upon termination of the Portfolio. EachPortfol io may pay the expenses of updating itsregistration statement each year.

Fund Expenses. The Defensive Equity & IncomePortfolio will also bear the expenses of the underlyingfunds. While the Portfolio will not pay these expensesdirectly out of its assets, an estimate of these expensesis shown in the Portfolio’s estimated annual expenses inthe “Fee Table” to i l lustrate the impact of theseexpenses. This estimate is based upon each underlying

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fund’s annual operating expenses for the most recentfiscal year. Each underlying fund’s annual operatingexpense amount is subject to change in the future.

OTHER MATTERS

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

Independent Registered Public AccountingFirm. The 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 informationabout your Portfolio are available on the EDGARDatabase on the SEC’s Internet site athttp://www.sec.gov. Copies of this information may beobtained, after paying a duplication fee, by electronicrequest at the fol lowing e-mail address:[email protected] or by writing the SEC’s PublicReference Section, Washington, DC 20549-0102.

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TABLE OF CONTENTS

Title Page

Defensive Equity & Income Portfolio................... 2Emerging Markets Dividend Portfolio ................. 8Digital Gaming Portfolio ..................................... 12Notes to Portfolios ............................................. 16Report of Independent Registered

Public Accounting Firm .................................. 17Statements of Condition ................................... 18The Portfolios .................................................... A-1Objectives and Securities Selection ................... A-2Closed-End Funds............................................. A-2Risk Factors ...................................................... A-3Public Offering ................................................... A-17Retirement Accounts ......................................... A-22Fee Accounts .................................................... A-22Rights of Unitholders ......................................... A-23Portfolio Administration...................................... A-26Taxation — Defensive Equity & Income Portfolio And Emerging Markets Dividend Portfolio............................................... A-29Taxation — Digital Gaming Portfolio ................... A-32Portfolio Operating Expenses............................. A-34Other Matters .................................................... A-36Additional Information ........................................ A-36

______________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-EMSPRO2037

PROSPECTUS

March 4, 2020


Emerging Markets Dividend Portfolio 2020-1

Digital Gaming Portfolio 2020-1

Please retain this prospectus for future reference.

INVESCO

Documents

Defensive Equity & Income Portfolio 2020-1 Emerging ...Invesco Capital Markets, Inc., the Sponsor, believes to be relatively less volatile than the broader equity markets. In determining