Closed-End Strategy: Master Income Portfolio 2020-3 Closed ... · and/or the value of the Portfolio’s investments. † Certain funds in the Portfolio invest in senior loans. Although

Closed-End Strategy: Master Income Portfolio 2020-3

Closed-End Strategy: Master Municipal Income Portfolio – National Series 2020-3

Closed-End Strategy: Value Equity and Income Portfolio 2020-3

Closed-End Strategy: Covered Call Income Portfolio 2020-3

The unit investment trusts named above (the “Portfolios”), included in Invesco Unit Trusts, Series 2061, each investin a portfolio of closed-end investment companies (known as “closed-end funds”). Of course, we cannot guaranteethat a Portfolio will achieve its objective.

An investment can be made in the underlying funds directly rather than through a Portfolio. These direct investmentscan be made without paying a Portfolio’s sales charge, operating expenses and organization costs.

July 1, 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 a portfolioconsisting of common stock of closed-end investmentcompanies (known as “closed-end funds”). Theseclosed-end funds generally seek to invest in income-producing securities or strategies, such as preferredsecurities, convertible bonds, real estate investmenttrusts (REITs), high-yield securities, limited durationsecurities, senior loans, master limited partnerships(MLPs), global income, emerging markets bonds,corporate bonds, covered call option strategies andother income-oriented strategies. Invesco CapitalMarkets, Inc. is the Sponsor of the Portfolio.

In selecting securities for the Portfolio, the Sponsorsought to invest in funds representative of asset classeswith generally attractive income opportunities. Inaddition, the Sponsor assembled the final portfoliobased on consideration of factors including, but notlimited to:

• Manager Performance – Performance relative toits benchmark and peer group

• Valuation – Premium/Discount to net asset valuerelative to itself and its peer group

• Dividend – Current dividend level and sustainability

• Diversification – Analysis of asset class mix

• Credit Quality – Analysis of fixed income holdings

• Liquidity – Analysis of fund trading volume

Approximately 17% of the closed-end funds in thePortfolio are funds classified as “non-diversified” underthe Investment Company Act of 1940. These funds havethe 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 morediversified fund.

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

below the price you paid for the Units. You 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 value of fixed income securities inthe closed-end funds will generally fall ifinterest rates rise. In a low interest rateenvironment risks associated with rising rates areheightened. The negative impact on fixed incomesecurities from any interest rate increases couldbe swift and significant. No one can predictwhether interest rates will rise or fall in the future.

• A security issuer may be unable to makepayments of interest, dividends orprincipal in the future. This may reduce thelevel of dividends a closed-end fund pays whichwould reduce your income and cause the valueof your Units to fall.

• The financial condition of a securityissuer may worsen or its credit ratingsmay drop, resulting in a reduction in thevalue of your Units. This may occur at anypoint in time, including during the primaryoffering period.

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Closed-End Strategy: Master Income Portfolio

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

• The Portfolio invests in shares of closed-end funds. You should understand the sectiontitled “Closed-End Funds” before you invest. Inparticular, shares of these funds tend to trade ata discount from their net asset value and aresubject to risks related to factors such asmanagement’s ability to achieve a fund’sobjective, market conditions affecting a fund’sinvestments and use of leverage. The underlyingfunds have management and 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 wouldincur if you invested directly in the funds.

• Certain of the closed-end funds mayinvest in securities of foreign issuers,presenting risks beyond those of U.S.issuers. These risks may include market andpolitical factors related to an issuer’s foreignmarket, international trade conditions, lessregulation, smaller or less liquid markets,increased volatility, differing accounting and taxpractices and changes in the value of foreigncurrencies which may have both economic andtax consequences.

• Certain funds in the Portfolio invest inMLPs. Most MLPs operate in the energy sectorand are subject to the risks generally applicable tocompanies in that sector, including commoditypricing risk, supply and demand risk, depletion riskand exploration risk. MLPs are also subject to therisk that regulatory or legislative changes couldlimit or eliminate the tax benefits enjoyed by MLPswhich could have a negative impact on the after-tax income available for distribution by the MLPsand/or the value of the Portfolio’s investments.

• Certain funds in the Portfolio invest insenior loans. Although senior loans in whichthe closed-end funds invest may be secured byspecific collateral, there can be no assurance thatliquidation of collateral would satisfy theborrower’s obligation in the event of non-payment of scheduled principal or interest or thatsuch collateral could be readily liquidated. Seniorloans in which the closed-end funds investgenerally are of below investment grade creditquality, may be unrated at the time of investment,generally are not registered with the Securitiesand Exchange Commission or any statesecurities commission, and generally are notlisted on any securities exchange. In addition, theamount of public information available on seniorloans generally is less extensive than thatavailable for other types of assets.

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

• Certain funds in the Portfolio invest incorporate bonds. Corporate bonds are debtobligations of a corporation, and as a result aregenerally subject to the various economic,political, regulatory, competitive and other suchrisks that may affect an issuer. Like other fixedincome securities, corporate bonds generallydecline in value with increases in interest rates.During periods of market turbulence, corporatebonds may experience illiquidity and volatility.During such periods, there can be uncertainty inassessing the financial condition of an issuer. Asa result, the ratings of the bonds in certain closed-end funds in the Portfolio may not accurately

reflect an issuer’s current financial condition,prospects, or the extent of the risks associatedwith investing in such issuer’s securities.

• The closed-end funds may invest insecurities rated below investment gradeand considered to be “junk” or “high-yield” securities. Securities rated below“BBB-” by Standard & Poor’s or below “Baa3”by Moody’s are considered to be belowinvestment grade. These securities areconsidered to be speculative and are subject togreater market and credit risks. Accordingly, therisk of default is higher than with investmentgrade securities. In addition, these securitiesmay be more sensitive to interest rate changesand may be more likely to make early returns ofprincipal.

• We do not actively manage the Portfolio.While the closed-end funds have managedportfolios, except in limited circumstances, thePortfolio will hold, and may continue to buy,shares of the same funds even if their marketvalue declines.

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Fee Table

The amounts below are estimates of the direct and indirect expensesthat you may incur based on a $10 Public Offering Price per Unit. Actualexpenses 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 0.667% $ 6.500 ______ ______ ______ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.302% $ 2.943Supervisory, bookkeeping and administrative fees 0.056 0.550Underlying fund expenses 2.134 20.802 ______ ______

Total 2.492% $24.295* ______ ______ ______ ______

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 each year subject to a sales charge of1.85%. Based on these assumptions, you would pay the followingexpenses for every $10,000 you invest in the Portfolio:

1 year $ 4933 years 1,4765 years 2,45610 years 4,891

* The estimated annual expenses are based upon the estimated trust sizefor the Portfolio determined as of the initial date of deposit. Because certainof the operating expenses are fixed amounts, if the Portfolio does not reachthe estimated size, or if the value of the Portfolio or number of outstandingunits decline over the life of the trust, or if the actual amount of the operatingexpenses exceeds the estimated amounts, the actual amount of theoperating expenses per 100 units would exceed the estimated amounts.In some cases, the actual amount of operating expenses may substantiallydiffer from the amounts reflected above.

The maximum sales charge is 1.85% of the Public Offering Price perUnit. There is no initial sales charge at a Public Offering Price of $10 orless. If the Public Offering Price exceeds $10 per Unit, the initial salescharge is the difference between the total sales charge (maximum of 1.85%of the Public Offering Price) and the sum of the remaining deferred salescharge and the creation and development fee. The deferred sales chargeis fixed at $0.135 per Unit and accrues daily from November 10, 2020through April 9, 2021. Your Portfolio pays a proportionate amount of thischarge on the 10th day of each month beginning in the accrual period untilpaid in full. The combination of the initial and deferred sales chargescomprises the “transactional sales charge”. The creation and developmentfee is fixed at $0.05 per unit and is paid at the earlier of the end of the initialoffering period (anticipated to be three months) or six months following theInitial Date of Deposit. For more detail, see “Public Offering Price - General.”

Although not an actual operating expense, the Portfolio, and thereforethe Unitholders, will indirectly bear the operating expenses of the funds heldby the Portfolio in the estimated amount provided above. Estimated fundexpenses are based upon the net asset value of the number of fund sharesheld by the Portfolio per Unit multiplied by the annual operating expensesof the funds for the most recent fiscal year. The Trustee or Sponsor will waivefees otherwise payable by the Portfolio in an amount equal to any 12b-1fees or other compensation the Trustee, the Sponsor or an affiliate receivesfrom the funds in connection with the Portfolio’s investment in the funds,including license fees receivable by an affiliate of the Sponsor from a fund.

Essential Information

Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit July 1, 2020Mandatory Termination Date October 5, 2021Historical 12 Month Distributions1,2 $0.79350 per UnitRecord Dates2 10th day of each monthDistribution Dates2 25th day of each monthCUSIP Numbers Cash – 46147E221 Reinvest – 46147E239 Fee Based Cash – 46147E247 Fee Based Reinvest – 46147E254

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. In addition, due to thenegative economic impact across many industries caused by the recentCOVID-19 outbreak, certain issuers of the securities included in thePortfolio may elect to reduce the amount of, or cancel entirely, dividendsand/or distributions paid in the future. See “Rights of Unitholders--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 next monthin which the total cash held for distribution equals at least $0.01 per Unit.Based on the foregoing, it is currently estimated that the initial distributionwill occur in August 2020.

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Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Convertibles - 3.49% 246 Calamos Dynamic Convertible & Income Fund $ 21.10 $ 5,190.60 Covered Call - 9.09% 317 Eaton Vance Enhanced Equity Income Fund 14.16 4,488.72 418 Eaton Vance Tax-Managed Diversified Equity Income Fund 10.78 4,506.04 311 First Trust Enhanced Equity Income Fund 14.55 4,525.05 Emerging Market Income - 3.51% 424 Western Asset Emerging Markets Debt Fund, Inc. 12.32 5,223.68 Global Allocation - 3.02% 516 Clough Global Opportunities Fund 8.71 4,494.36 Global Equity - 6.03% 581 Aberdeen Total Dynamic Dividend Fund 7.70 4,473.70 319 Lazard Global Total Return and Income Fund, Inc. 14.09 4,494.71 Global Income - 6.95% 451 BrandywineGLOBAL Global Income Opportunities Fund, Inc. 11.54 5,204.54 920 MFS Multimarket Income Trust 5.58 5,133.60 High Yield - 13.92% 510 BlackRock Corporate High Yield Fund, Inc. 10.17 5,186.70 647 MFS Charter Income Trust 7.95 5,143.65 393 PGIM High Yield Bond Fund, Inc. 13.23 5,199.39 738 Wells Fargo Income Opportunities Fund 7.02 5,180.76 Investment Grade - 10.48% 390 BlackRock Credit Allocation Income Trust 13.20 5,148.00 560 Duff & Phelps Utility and Corporate Bond Trust, Inc. 9.35 5,236.00 360 John Hancock Income Securities Trust 14.44 5,198.40 Limited Duration - 7.00% 375 BlackRock Limited Duration Income Trust 13.93 5,223.75 614 Franklin Limited Duration Income Trust 8.46 5,194.44 Multi-Sector - 3.48% 947 TCW Strategic Income Fund, Inc. 5.46 5,170.62 Preferreds - 6.93% 244 First Trust Intermediate Duration Preferred & Income Fund 21.31 5,199.64 258 Flaherty & Crumrine Total Return Fund, Inc. 19.83 5,116.14 Real Estate - 3.00% 233 Cohen & Steers REIT and Preferred and Income Fund, Inc. 19.12 4,454.96 Sector Equity - 3.03% 251 Tekla Life Sciences Investors 17.96 4,507.96

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Portfolio (continued)______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Senior Loans - 14.03% 554 BlackRock Debt Strategies Fund, Inc. $ 9.33 $ 5,168.82 468 BlackRock Floating Rate Income Strategies Fund, Inc. 11.18 5,232.24 477 BlackRock Floating Rate Income Trust 10.98 5,237.46 481 First Trust Senior Floating Rate Income Fund II 10.89 5,238.09 U.S. Allocation - 3.01% 194 AllianzGI Diversified Income & Convertible Fund 23.05 4,471.70 U.S. Equity - 3.03% 788 Liberty All-Star Equity Fund 5.72 4,507.36___________ ____________ 13,985 $ 148,751.08___________ _______________________ ____________

See “Notes to Portfolios”.

Investment Objective. The Portfolio seeks toprovide current income exempt from federal income taxand the potential for capital appreciation.

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolioconsisting of common stock of closed-end investmentcompanies (known as “closed-end funds”). Theseclosed-end funds generally seek to invest in federaltax-exempt municipal bonds. Income may be subjectto the alternative minimum tax and state and localtaxes. Invesco Capital Markets, Inc. is the Sponsor ofthe Portfolio.

In selecting securities for the Portfolio, the Sponsorsought to invest in funds representative of asset classeswith generally attractive federal tax-exempt incomeopportunities. In addition, the Sponsor assembled thefinal portfolio based on consideration of factorsincluding, but not limited to:








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

The Portfolio is designed as part of a long-terminvestment strategy. The Sponsor may offer a subsequent

series of the portfolio when the current Portfolioterminates. As a result, you may achieve more consistentoverall results by following the strategy throughreinvestment of your proceeds over several years ifsubsequent series are available. Repeatedly rolling overan investment in a unit investment trust may differ fromlong-term investments in other investment products whenconsidering the sales charges, fees, expenses and taxconsequences attributable to a Unitholder. For moreinformation see “Rights of Unitholders--Rollover”.



• The value of fixed income securities inthe closed-end funds will generally fall ifinterest rates rise. In a low interest rateenvironment risks associated with rising rates areheightened. The negative impact on fixed incomesecurities from any interest rate increases couldbe swift and significant. No one can predictwhether interest rates will rise or fall in the future.

• A security issuer may be unable tomake payments of interest, dividends orprincipal in the future. This may reduce thelevel of dividends a closed-end fund payswhich would reduce your income and causethe value of your Units to fall.

• The financial condition of a security issuermay worsen or its credit ratings may drop,resulting in a reduction in the value of yourUnits. This may occur at any point in time,including during the primary 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 maintain itsproportionate share in the Portfolio’s profitsand losses.

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Closed-End Strategy: Master Municipal Income Portfolio – National Series

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• The Portfolio is concentrated in closed-end funds that invest in municipal bonds.Municipal bonds are typically long-term fixed ratedebt obligations issued by a municipality oragency thereof, and as a result are generallysubject to the various economic, political andother such risks that may affect an issuer. Likeother fixed income securities, municipal bondsgenerally decline in value with increases ininterest rates. The market for municipal bonds isgenerally less liquid than for other securities andtherefore the price of municipal bonds may bemore volatile and subject to greater pricefluctuations than securities with greater liquidity.

• The closed-end funds may invest insecurities rated below investment gradeand considered to be “junk” or“high-yield” securities. Securities rated below“BBB-” by Standard & Poor’s or below “Baa3” byMoody’s are considered to be below investmentgrade. These securities are considered to bespeculative and are subject to greater market andcredit risks. Accordingly, the risk of default is higherthan with investment grade securities. In addition,these securities may be more sensitive to interestrate changes and may be more likely to make earlyreturns of principal.


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Fee Table







Total 2.739% $26.702* ______ ______ ______ ______

Example







Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit July 1, 2020Mandatory Termination Date October 5, 2021Historical 12 Month Distributions1,2 $0.42833 per UnitRecord Dates2 10th day of each monthDistribution Dates2 25th day of each monthCUSIP Numbers Cash – 46147E148 Reinvest – 46147E155 Fee Based Cash – 46147E163 Fee Based Reinvest – 46147E171


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 set forth above will occur in August 2020.

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Closed-End Strategy: Master Municipal Income Portfolio – National Series 2020-3

Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ National Municipal - 100.00% 570 BlackRock Investment Quality Municipal Trust, Inc. $ 15.45 $ 8,806.50 388 BlackRock Municipal Bond Trust 15.20 5,897.60 540 BlackRock MuniEnhanced Fund, Inc. 10.96 5,918.40 621 BlackRock MuniHoldings Fund II, Inc. 14.33 8,898.93 665 BlackRock MuniYield Investment Fund 13.45 8,944.25 458 BlackRock MuniYield Investment Quality Fund 12.97 5,940.26 397 BlackRock MuniYield Quality Fund, Inc. 15.06 5,978.82 350 BlackRock MuniYield Quality Fund II, Inc. 12.77 4,469.50 467 Eaton Vance Municipal Bond Fund 12.72 5,940.24 358 Eaton Vance Municipal Income Trust 12.49 4,471.42* 753 Invesco Municipal Trust 11.76 8,855.28* 620 Invesco Quality Municipal Income Trust 11.92 7,390.40* 310 Invesco Value Municipal Income Trust 14.45 4,479.50 585 Nuveen AMT-Free Municipal Credit Income Fund 15.28 8,938.80 641 Nuveen AMT-Free Quality Municipal Income Fund 13.90 8,909.90 611 Nuveen Enhanced Municipal Value Fund 14.58 8,908.38 602 Nuveen Municipal Credit Income Fund 14.76 8,885.52 530 Nuveen Quality Municipal Income Fund 14.02 7,430.60 563 Pioneer Municipal High Income Advantage Trust 10.51 5,917.13 394 Pioneer Municipal High Income Trust 11.29 4,448.26 695 Putnam Municipal Opportunities Trust 12.78 8,882.10___________ ____________ 11,118 $ 148,311.79___________ _______________________ ____________



Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolioconsisting of common stock of closed-end investmentcompanies (known as “closed-end funds”). Theseclosed-end funds generally focus on total returnsecurities, sectors or strategies, such as convertiblesecurities, covered call option strategies, energy, equitydividend securities, high-yield strategies, preferredsecurities, real estate investment trusts (REITs), seniorloans, master limited partnerships (MLPs), tax-advantaged dividend securities and other total returnstrategies. Invesco Capital Markets, Inc. is the Sponsorof the Portfolio.

In selecting securities for the Portfolio, the Sponsorsought to invest in funds representative of asset classeswith generally attractive income and value opportunities.In addition, the Sponsor assembled the final portfoliobased on consideration of factors including, but notlimited to:








Of course, we cannot guarantee that your Portfolio willachieve its objective. The value of your Units may fall

below 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 a subsequentseries of the portfolio when the current Portfolioterminates. As a result, you may achieve more consistentoverall results by following the strategy throughreinvestment of your proceeds over several years ifsubsequent series are available. Repeatedly rolling overan investment in a unit investment trust may differ fromlong-term investments in other investment products whenconsidering the sales charges, fees, expenses and taxconsequences attributable to a Unitholder. For moreinformation see “Rights of Unitholders--Rollover”.



• The value of fixed income securities in theclosed-end funds will generally fall ifinterest rates rise. In a low interest rateenvironment risks associated with rising rates areheightened. The negative impact on fixed incomesecurities from any interest rate increases couldbe swift and significant. No one can predictwhether interest rates will rise or fall in the future.

• A security issuer may be unable to makepayments of interest, dividends orprincipal in the future. This may reduce thelevel of dividends a closed-end fund pays whichwould reduce your income and may cause thevalue of your Units to fall.


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Closed-End Strategy: Value Equity and Income Portfolio

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


• Certain of the closed-end funds write calloptions on their assets. The use of optionsmay require an underlying fund to sell portfoliosecurities at inopportune times or at prices otherthan current market values, may limit the amountof appreciation a fund can realize on aninvestment, or may cause a fund to hold asecurity it might otherwise sell. To the extent anunderlying fund purchases options pursuant toa hedging strategy, the fund could lose its entireinvestment in the option.

• Certain of the closed-end funds mayinvest in securities of foreign issuers,presenting risks beyond those of U.S.issuers. These risks may include market andpolitical factors related to an issuer’s foreignmarket, international trade conditions, lessregulation, smaller or less liquid markets,increased volatility, differing accounting and taxpractices and changes in the value of foreigncurrencies which may have both economic andtax consequences.

• Certain funds in the Portfolio invest inMLPs. Most MLPs operate in the energysector and are subject to the risks generallyapplicable to companies in that sector,including commodity pricing risk, supply anddemand risk, depletion risk and exploration risk.MLPs are also subject to the risk that regulatoryor legislative changes could limit or eliminatethe tax benefits enjoyed by MLPs which couldhave a negative impact on the after-tax incomeavailable for distribution by the MLPs and/or thevalue of the Portfolio’s investments.

• Certain of the funds in the Portfolioinvest in shares of REITs and other realestate companies. Shares of REITs andother real estate companies may appreciate ordepreciate in value, or pay dividendsdepending upon global and local economicconditions, changes in interest rates and thestrength or weakness of the overall real estatemarket. Negative developments in the realestate industry will affect the value of yourinvestment more than would be the case in amore diversified investment.

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

• Certain of the closed-end funds mayinvest in securities rated belowinvestment grade and considered to be“junk” or “high-yield” securities. Securitiesrated below “BBB-” by Standard & Poor’s orbelow “Baa3” by Moody’s are considered to bebelow investment grade. These securities areconsidered to be speculative and are subject to

greater market and credit risks. Accordingly, therisk of default is higher than with investment gradesecurities. In addition, these securities may bemore sensitive to interest rate changes and maybe more likely to make early returns of principal.


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Fee Table







Total 2.291% $22.334* ______ ______ ______ ______

Example







Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit July 1, 2020Mandatory Termination Date October 5, 2021Historical 12 Month Distributions1 $0.73464 per UnitRecord Dates2 10th day of each monthDistribution Dates2 25th day of each monthCUSIP Numbers Cash – 46147E189 Reinvest – 46147E197 Fee Based Cash – 46147E205 Fee Based Reinvest – 46147E213


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 next monthin which the total cash held for distribution equals at least $0.01 per Unit.Based on the foregoing, it is currently estimated that the initial distributionwill occur in August 2020.

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Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Convertibles - 1.99% 141 Calamos Dynamic Convertible & Income Fund $ 21.10 $ 2,975.10 Covered Call and Income - 16.04% 422 Eaton Vance Enhanced Equity Income Fund 14.16 5,975.52 559 Eaton Vance Tax-Managed Diversified Equity Income Fund 10.78 6,026.02 414 First Trust Enhanced Equity Income Fund 14.55 6,023.70 258 Nuveen NASDAQ 100 Dynamic Overwrite Fund 23.01 5,936.58 Emerging Market Equity- 3.98% 435 Templeton Emerging Markets Fund 13.68 5,950.80 Emerging Market Income- 2.00% 242 Western Asset Emerging Markets Debt Fund, Inc. 12.32 2,981.44 Global Allocation - 12.00% 817 Calamos Global Dynamic Income Fund 7.31 5,972.27 688 Clough Global Opportunities Fund 8.71 5,992.48 287 Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund 20.76 5,958.12 Global Equity - 8.03% 777 Aberdeen Total Dynamic Dividend Fund 7.70 5,982.90 427 Lazard Global Total Return and Income Fund, Inc. 14.09 6,016.43 Global Income - 1.97% 526 MFS Multimarket Income Trust 5.58 2,935.08 High-Yield - 3.96% 370 MFS Charter Income Trust 7.95 2,941.50 225 PGIM High Yield Bond Fund, Inc. 13.23 2,976.75 Investment Grade - 1.99% 206 John Hancock Income Securities Trust 14.44 2,974.64 Limited Duration - 2.00% 214 BlackRock Limited Duration Income Trust 13.93 2,981.02 Preferreds - 1.98% 139 First Trust Intermediate Duration Preferred & Income Fund 21.31 2,962.09 Real Estate - 3.98% 311 Cohen & Steers REIT and Preferred and Income Fund, Inc. 19.12 5,946.32 Sector Equity - 15.99% 305 AllianzGI Artificial Intelligence & Technology Opportunities Fund 19.73 6,017.65 283 Blackrock Health Sciences Trust II 20.91 5,917.53 262 BlackRock Science & Technology Trust II 22.67 5,939.54 335 Tekla Life Sciences Investors 17.96 6,016.60

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Portfolio (continued)______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Senior Loans - 4.01% 273 BlackRock Floating Rate Income Trust $ 10.98 $ 2,997.54 275 First Trust Senior Floating Rate Income Fund II 10.89 2,994.75 U.S. Allocation - 12.04% 260 AllianzGI Diversified Income & Convertible Fund 23.05 5,993.00 266 AllianzGI Equity & Convertible Income Fund 22.48 5,979.68 484 Calamos Strategic Total Return Fund 12.43 6,016.12 U.S. Equity - 8.04% 955 Liberty All Star Growth Fund, Inc. 6.29 6,006.95 1,050 Liberty All-Star Equity Fund 5.72 6,006.00___________ ____________ 12,206 $ 149,394.12___________ _______________________ ____________



Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolioconsisting of common stock of closed-end investmentcompanies (known as “closed-end funds”). Theseclosed-end funds generally focus on covered calloption strategies or other income-oriented investmentstrategies. Invesco Capital Markets, Inc. is the Sponsorof the Portfolio.

In selecting securities for the Portfolio, the Sponsorsought to invest in funds representative of asset classeswith generally attractive covered call strategies and/orincome opportunities. In addition, the Sponsor assembledthe final portfolio based on consideration of factorsincluding, but not limited to:








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

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

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



• A security issuer may be unwilling orunable to declare dividends in the future,or may reduce the level of dividendsdeclared. This may reduce the level ofdividends a closed-end fund pays which wouldreduce your income and may cause the value ofyour Units to fall.


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

• The Portfolio invests in shares of closed-end funds. You should understand the sectiontitled “Closed-End Funds” before you invest. Inparticular, shares of these funds tend to trade ata discount from their net asset value and aresubject to risks related to factors such as

18

Closed-End Strategy: Covered Call Income Portfolio

19

management’s ability to achieve a fund’sobjective, market conditions affecting a fund’sinvestments and use of leverage. The underlyingfunds have management and 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 wouldincur if you invested directly in the funds.

• The Portfolio is concentrated in fundsthat write call options on their assets.The use of options may require an underlyingfund to sell portfolio securities at inopportunetimes or at prices other than current marketvalues, may limit the amount of appreciation afund can realize on an investment, or may causea fund to hold a security it might otherwise sell.To the extent an underlying fund purchasesoptions pursuant to a hedging strategy, the fundcould lose its entire investment in the option.

• The closed-end funds may invest insecurities rated below investment gradeand considered to be “junk” or “high-yield” securities. Securities rated below“BBB-” by Standard & Poor’s or below “Baa3”by Moody’s are considered to be belowinvestment grade. These securities areconsidered to be speculative and are subject togreater market and credit risks. Accordingly, therisk of default is higher than with investmentgrade securities. In addition, these securitiesmay be more sensitive to interest rate changesand may be more likely to make early returns ofprincipal.

• Certain of the closed-end funds mayinvest in securities of foreign issuers,presenting risks beyond those of U.S.issuers. These risks may include market andpolitical factors related to an issuer’s foreignmarket, international trade conditions, lessregulation, smaller or less liquid markets,increased volatility, differing accounting and taxpractices and changes in the value of foreign

currencies which may have both economic andtax consequences.


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Fee Table







Total 1.402% $13.668* ______ ______ ______ ______

Example







Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit July 1, 2020Mandatory Termination Date October 5, 2021Historical 12 Month Distributions1 $0.77098 per UnitRecord Dates 10th day of each November, February and May, commencing November 10, 2020

Distribution Dates 25th day of each November, February and May, commencing November 25, 2020CUSIP Numbers Cash – 46147E106 Reinvest – 46147E114 Fee Based Cash – 46147E122 Fee Based Reinvest – 46147E130


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Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ Covered Call and Income - 100.00% 891 AllianzGI Dividend Interest & Premium Strategy Fund $ 11.18 $ 9,961.38 444 AllianzGI Equity & Convertible Income Fund 22.48 9,981.12 690 BlackRock Enhanced Capital and Income Fund, Inc. 14.47 9,984.30 703 Eaton Vance Enhanced Equity Income Fund 14.16 9,954.48 563 Eaton Vance Enhanced Equity Income Fund II 17.61 9,914.43 1,039 Eaton Vance Risk-Managed Diversified Equity Income Fund 9.56 9,932.84 932 Eaton Vance Tax-Managed Diversified Equity Income Fund 10.78 10,046.96 1,142 Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund 8.65 9,878.30 1,368 Eaton Vance Tax-Managed Global Diversified Equity Income Fund 7.38 10,095.84 689 First Trust Enhanced Equity Income Fund 14.55 10,024.95 822 Nuveen Core Equity Alpha Fund 12.20 10,028.40 430 Nuveen NASDAQ 100 Dynamic Overwrite Fund 23.01 9,894.30 908 Nuveen S&P 500 Buy-Write Income Fund 11.00 9,988.00 782 Nuveen S&P 500 Dynamic Overwrite Fund 12.84 10,040.88 1,227 Voya Global Advantage and Premium Opportunity Fund 8.19 10,049.13___________ ____________ 12,630 $ 149,775.31___________ _______________________ ____________


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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 June 30, 2020 and havea settlement date of July 2, 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 identical securities.Other information regarding the Securities, as of the Initial Date of Deposit, is as follows:

Profit Cost to (Loss) To Sponsor Sponsor ______________ _____________

Closed-End Strategy: Master Income Portfolio . . . . . . . . . . . . $ 148,751 $ 0Closed-End Strategy: Master Municipal Income

Portfolio – National Series . . . . . . . . . . . . . . . . . . . . . . . . $ 148,312 $ 0Closed-End Strategy: Value Equity and Income Portfolio . . . . . $ 149,394 $ 0Closed-End Strategy: Covered Call Income Portfolio . . . . . . . . $ 149,775 $ 0

“*” The investment advisor of this fund is an affiliate of the Sponsor.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sponsor and Unitholders of Invesco Unit Trusts, Series 2061:

Opinion on the Financial Statements

We have audited the accompanying statements of condition (including the related portfolio schedules) of Closed-End Strategy: Master Income Portfolio 2020-3; Closed-End Strategy: Master Municipal Income Portfolio – NationalSeries 2020-3; Closed-End Strategy: Value Equity and Income Portfolio 2020-3 and Closed-End Strategy: CoveredCall Income Portfolio 2020-3 (included in Invesco Unit Trusts, Series 2061 (the “Trust”)) as of July 1, 2020, and therelated notes (collectively referred to as the “financial statements”). In our opinion, the financial statements presentfairly, in all material respects, the financial position of the Trust as of July 1, 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 securities lawsand 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 that weplan and perform the audits to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engagedto perform an audit of its internal control over financial reporting. As part of our audits we are required to obtainan understanding of internal control over financial reporting but not for the purpose of expressing an opinion onthe 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 the financialstatements. Our audits also included evaluating the accounting principles used and significant estimates madeby the Sponsor, as well as evaluating the overall presentation of the financial statements. Our procedures includedconfirmation of cash or irrevocable letters of credit deposited for the purchase of securities as shown in thestatements of condition as of July 1, 2020 by correspondence with The Bank of New York Mellon, Trustee. Webelieve 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 YorkJuly 1, 2020

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STATEMENTS OF CONDITIONAs of July 1, 2020

Closed-End Closed-End Closed-End Closed-End Strategy: Strategy: Strategy: Strategy: Master Value Covered Master Municipal Equity and Call Income Income Income IncomeINVESTMENT IN SECURITIES Portfolio Portfolio Portfolio Portfolio _____________ _____________ _____________ _____________Contracts to purchase Securities (1) . . . . . . . . . . . . . . $ 148,751 $ 148,312 $ 149,394 $ 149,775 _____________ _____________ _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,751 $ 148,312 $ 149,394 $ 149,775 _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities-- Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . $ 967 $ 964 $ 971 $ 973 Deferred sales charge liability (3) . . . . . . . . . . . . . . 2,008 2,002 2,017 2,022 Creation and development fee liability (4) . . . . . . . 744 742 747 749 Interest of Unitholders-- Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . 148,751 148,312 149,394 149,775 Less: deferred sales charge, creation and development fee and organization costs (2)(4)(5)(6) . . . . . . . . . . . . . . . . . . . . . . . 3,719 3,708 3,735 3,744 _____________ _____________ _____________ _____________ Net interest to Unitholders (5) . . . . . . . . . . . . 145,032 144,604 145,659 146,031 _____________ _____________ _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,751 $ 148,312 $ 149,394 $ 149,775 _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,876 14,832 14,940 14,978 _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . $ 9.750 $ 9.750 $ 9.750 $ 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 theproceeds.

(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 the dateof this prospectus (the “Initial Date of Deposit”), amongInvesco Capital Markets, Inc., as Sponsor, InvescoInvestment Advisers LLC, as Supervisor and The Bankof New York Mellon, as Trustee.

Each Portfolio offers investors the opportunity topurchase Units representing proportionate interests ina portfolio of shares of closed-end funds. A Portfoliomay be an appropriate medium for investors whodesire to participate in a portfolio of securities withgreater diversification than they might be able toacquire individually.

On the Initial Date of Deposit, the Sponsor depositeddelivery statements relating to contracts for thepurchase of the Securities and an irrevocable letter ofcredit in the amount required for these purchases withthe Trustee. In exchange for these contracts the Trusteedelivered to the Sponsor documentation evidencing theownership of Units of the 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 depositing in the Portfolio (i) additional Securities,(ii) contracts to purchase Securities together with cash orirrevocable letters of credit or (iii) cash (or a letter of creditor the equivalent) with instructions to purchase additionalSecurities. As additional Units are issued by a Portfolio,the aggregate value of the Securities will be increasedand the fractional undivided interest represented by eachUnit may be decreased. The Sponsor may continue tomake additional deposits into a Portfolio following theInitial Date of Deposit provided that the additionaldeposits will be in amounts which will maintain, as nearlyas practicable, the same percentage relationship among

the number of shares of each Security in the Portfoliothat existed immediately prior to the subsequent deposit.Investors may experience a dilution of their investmentsand a reduction in their anticipated income because offluctuations in the prices of the Securities between thetime of the deposit and the purchase of the Securitiesand because a Portfolio wil l pay the associatedbrokerage or acquisition fees. In addition, during the initialoffering of Units it may not be possible to buy a particularSecurity due to regulatory or trading restrictions, orcorporate actions. While such limitations are in effect,additional Units would be created by purchasing each ofthe Securities in your Portfolio that are not subject tothose limitations. This would also result in the dilution ofthe investment in any such Security not purchased andpotential variances in anticipated income. Purchases andsales of Securities by your Portfolio may impact the valueof the Securities. This may especially be the case duringthe initial offering of Units, upon Portfolio termination andin the course of satisfying large Unit redemptions.

Each Unit of your Portfolio initially offered representsan undivided interest in the Portfolio. At the close of theNew York Stock Exchange on the Init ial Date ofDeposit, the number of Units may be adjusted so thatthe Public Offering Price per Unit equals $10. Thenumber of Units, fractional interest of each Unit in yourPortfolio any historical or estimated per Unit distributionamount will 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 held

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in the related Income and Capital Accounts. Neither theSponsor nor the Trustee shall be liable in any way forany contract failure in any of the Securities.

OBJECTIVES AND SECURITIES SELECTION

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

The Sponsor does not manage the Portfolios. Youshould note that the Sponsor applied the selectioncriteria to the Securities for inclusion in the Portfoliosprior to the Initial Date of Deposit. After the initialselection, the Securities may no longer meet theselection criteria. Should a Security no longer meet theselection criteria, we will generally not remove theSecurity from a Portfolio. In offering the Units to thepublic, neither the Sponsor nor any broker-dealers arerecommending any of the individual Securities but ratherthe entire pool of Securities in a Portfolio, taken as awhole, which are represented by the Units.

CLOSED-END FUNDS

Closed-end funds are a type of investmentcompany that hold an actively managed portfolio ofsecurities. Closed-end funds issue shares in “closed-end” offerings which generally trade on a stockexchange (although some closed-end fund shares arenot listed on a securities exchange). The funds in thePortfol ios al l are currently l isted on a securit iesexchange. Since closed-end funds maintain arelatively fixed pool of investment capital, portfoliomanagers may be better able to adhere to theirinvestment philosophies through greater flexibility andcontrol. In addition, closed-end funds don’t have tomanage fund l iquidity to meet potent ial ly largeredemptions.

Closed-end funds are subject to various risks,including management’s ability to meet the closed-endfund’s investment objective, and to manage theclosed-end fund portfolio when the underlying securitiesare redeemed or sold, during periods of market turmoiland as investors’ perceptions regarding closed-endfunds or their underlying 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 Portfolios mayemploy the use of leverage in their portfolios through theissuance of preferred stock or other methods. Whileleverage often serves to increase the yield of a closed-endfund, this leverage also subjects the closed-end fund toincreased risks. These risks may include the likelihood ofincreased volatility and the possibility that the closed-endfund’s common share income will fall if the dividend rateon the preferred shares or the interest rate on anyborrowings rises. The potential inability for a closed-endfund to employ the use of leverage effectively, due todisruptions in the market for the various instrumentsissued by closed-end funds or other factors, may result inan increase in borrowing costs and a decreased yield fora closed-end fund.

Certain of the funds in the Portfol ios may beclassified as “non-diversified” under the InvestmentCompany Act of 1940. These funds have the ability toinvest a greater portion of their assets in securities of asingle issuer which could reduce diversification.

Only the Trustee may vote the shares of theclosed-end funds held in the Portfolios. The Trustee willvote the shares in the same general proportion asshares held by other shareholders of each fund. YourPortfolio is generally required, however, to reject anyoffer for securities or other property in exchange forportfolio securities as described under “PortfolioAdministration--Portfolio Administration.”

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 will

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achieve its objective or that your investment return willbe positive over any period.

The relative weighting or composition of your Portfoliomay change during the life of your Portfolio. Followingthe Initial 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 “Portfol ioAdministration”, the composition of the Securities in yourPortfolio may change. Accordingly, the fluctuations in therelative weighting or composition of your Portfolio mayresult in concentrations (25% or more of a Portfolio’sassets) in securities of a particular type, industry and/orgeographic region described in this section.

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 valuefluctuates in response to various factors. These caninclude changes in interest rates, inflation, the financialcondition of a security’s issuer, perceptions of the issuer,or ratings on a security. Certain geopolitical and otherevents, including environmental events and public healthevents such as epidemics and pandemics, may have aglobal impact and add to instability in world economiesand markets generally. Changing economic, political orfinancial market conditions in one country or geographicregion could adversely affect the market value of thesecurities held by your Portfolio in a different country orgeographic region due to increasingly interconnectedglobal economies and financial markets. Even thoughyour Portfolio is supervised, you should remember thatwe do not manage your Portfolio. Your Portfolio will notsell a security solely because the market value falls as ispossible in a managed fund.

Furthermore, a recent outbreak of a respiratorydisease caused by a novel coronavirus (“COVID-19”),first detected in China in December 2019, has spreadglobally in a short period of time. COVID-19 hasresulted in the disruption of, and delays in, production

and supply chains and the delivery of healthcareservices and processes, as well as the cancellation oforganized events and educational institutions, a declinein consumer demand for certain goods and services,and general concern and uncertainty. In response,governments and businesses world-wide, including theUnited States, have taken aggressive measures,including closing borders, restricting international anddomestic travel, imposing prolonged quarantines oflarge populations, and financial support of the economyand financial markets. COVID-19 and its effects havecontributed to increased volatility in global markets,severe losses, liquidity constraints, and lowered yields;the duration of such effects cannot yet be determinedbut could be present for an extended period of time.The effects that COVID-19 may have on certain sectorsand industries are uncertain and may adversely affectthe value of your Portfolio.

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 to paydividends on a security. Stocks represent ownershipinterests in the issuers and are not obligations of theissuers. Common stockholders have a right to receivedividends only after the company has provided forpayment of its creditors, bondholders and preferredstockholders. Common stocks do not assure dividendpayments. Dividends are paid only when declared by anissuer’s board of directors and the amount of anydividend may vary over time. If dividends received by aPortfolio are insufficient to cover expenses, redemptionsor other Portfolio costs, it may be necessary for thePortfolio to sell Securities to cover such expenses,redemptions or other costs. Any such sales may result incapital gains or losses to you. See “Taxation”.

Interest Rate Risk. Interest rate risk is the risk thatthe value of securities held by a closed-end fund will fall ifinterest rates increase. The securities held by certainclosed-end funds typically fall in value when interest ratesrise and rise in value when interest rates fall. The securitiesheld by the closed-end funds with longer periods beforematurity are often more sensitive to interest rate changes.In a low interest rate environment risks associated withrising rates are heightened. The negative impact on fixed

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income 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.

Credit Risk. Credit risk is the risk that a borrower isunable to meet its obligation to pay principal or intereston a security held by a closed-end fund. This mayreduce the level of dividends a closed-end fund payswhich would reduce your income and could cause thevalue of your Units to fall.

Closed-End Funds. Your Portfolio invests inshares of closed-end funds. You should understandthe preceding section titled “Closed-End Funds” beforeyou invest. Shares of closed-end funds frequently tradeat a discount from their net asset value in thesecondary market. This risk is separate and distinctfrom the risk that the net asset value of fund sharesmay decrease. The amount of such discount from netasset value is subject to change from time to time inresponse to various factors. Closed-end funds aresubject to various risks, including management’s abilityto meet the fund’s investment objective, and tomanage the fund portfol io when the underlyingsecurities are redeemed or sold, during periods ofmarket turmoil and as investors’ perceptions regardingclosed-end funds or their underlying investmentschange. The Portfolios and the underlying funds haveoperating expenses. You will bear not only your shareof your Portfolio’s expenses, but also the expenses ofthe underlying funds. By investing in other funds, yourPortfolio incurs greater expenses than you would incurif you invested directly in the funds.

Municipal Bond Risks. Each of the closed-endfunds held by the Master Municipal Income Portfolio –National Series invests in tax-exempt municipal bonds.Municipal bonds are debt obligations issued by statesor by political sub-divisions or authorities of states.Municipal bonds are typically designated as generalobligation bonds, which are general obligations of agovernmental entity that are backed by the taxingpower of such entity, or revenue bonds, which arepayable from the income of a specific project orauthority and are not supported by the issuer’s powerto levy taxes. Municipal bonds are long-term fixed ratedebt obligations that generally decline in value with

increases in interest rates, when an issuer’s financialcondition worsens or when the rating on a bond isdecreased. Many municipal bonds may be called orredeemed prior to their stated maturity, an event whichis more likely to occur when interest rates fall. In suchan occurrence, a closed-end fund may not be able toreinvest the money it receives in other bonds that haveas high a yield or as long a maturity.

Many municipal bonds are subject to continuingrequirements as to the actual use of the bond proceedsor manner of operation of the project financed frombond proceeds that may affect the exemption ofinterest on such bonds from federal income taxation.The market for municipal bonds is generally less liquidthan for other securities and therefore the price ofmunicipal bonds may be more volatile and subject togreater price fluctuations than securities with greaterliquidity. In addition, an issuer’s ability to make incomedistributions generally depends on several factorsincluding the financial condition of the issuer andgeneral economic conditions. Any of these factors maynegatively impact the price of municipal bonds held bya closed-end fund and would therefore impact the priceof both the fund shares and the Units.

The funds invest primarily in municipal bonds thatpay interest that is exempt from regular federal incometax. Notwithstanding the foregoing, certain income froma fund may not qualify as tax-exempt income and couldbe subject to federal, state or local tax. In addition,income from the funds may be subject to the alternativeminimum tax and may have other tax consequences(e.g., they may affect the amount of social securitybenefits that are taxed). Capital gains and capital gaindividends, if any, will be subject to tax.

Corporate Bond Risk. Certain of the closed-endfunds held by the Master Income Portfolio may invest incorporate bonds. Corporate bonds, which are debtinstruments issued by corporations to raise capital,have priority over preferred securities and commonstock in an issuer’s capital structure, but may besubordinated to an issuer’s other debt instruments. Themarket value of a corporate bond may be affected byfactors directly related to the issuer, such as investors’perceptions of the creditworthiness of the issuer, the

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issuer’s financial performance, perceptions of the issuerin the market place, performance of the issuer’smanagement, the issuer’s capital structure, the use offinancial leverage and demand for the issuer’s goodsand services, and by factors not directly related to theissuer such as general market liquidity. The marketvalue of corporate bonds generally may be expected torise and fall inversely with interest rates, and as a result,corporate bonds may lose value in a rising-rateenvironment. To the extent any of the closed-end fundsheld your Portfolio are invested in below investmentgrade corporate bonds, such bonds are often high riskand have speculative characteristics and may beparticularly susceptible to adverse issuer-specificdevelopments (see “High-Yield Security Risk”immediately below).

High-Yield Securities Risk. Certain of theclosed-end funds held by the Portfolios may invest inhigh-yield securities or unrated securities. High-yield,high risk securities are subject to greater marketfluctuations and risk of loss than securities with higherinvestment ratings. The value of these securities willdecline significantly with increases in interest rates, notonly because increases in rates generally decreasevalues, but also because increased rates may indicatean economic slowdown. An economic slowdown, or areduction in an issuer’s creditworthiness, may result inthe issuer being unable to maintain earnings at a levelsufficient to maintain interest and principal payments.

High-yield or “junk” securities, the generic names forsecurities rated below “BBB-” by Standard & Poor’sRatings Services (“Standard & Poor’s”) or “Baa3” byMoody’s Investors Service, Inc. (“Moody’s”), arefrequently issued by corporations in the growth stage oftheir development or by established companies who arehighly leveraged or whose operations or industries aredepressed. Securities rated below BBB- or Baa3 areconsidered speculative as these ratings indicate a qualityof less than investment grade. Because high-yieldsecurities are generally subordinated obligations and areperceived by investors to be riskier than higher ratedsecurities, their prices tend to fluctuate more than higherrated securities and are affected by short-term creditdevelopments 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.

Convertible Securities Risk. Certain closed-endfunds held by the Master Income Portfolio, the ValueEquity and Income Portfolio and the Covered CallIncome Portfolio may invest in convertible securities.Convertible securities generally offer lower interest ordividend yields than non-convertible fixed-incomesecurities of similar credit quality because of thepotential for capital appreciation. The market values ofconvertible securities tend to decline as interest ratesincrease and, conversely, to increase as interest ratesdecline. However, a convertible security’s market valuealso tends to reflect the market price of the commonstock of the issuing company, particularly when thestock price is greater than the convertible security’sconversion price. The conversion price is defined as thepredetermined price or exchange ratio at which theconvertible security can be converted or exchanged forthe underlying common stock. As the market price ofthe underlying common stock declines below theconversion price, the price of the convertible securitytends to be increasingly influenced more by the yield ofthe convertible security than by the market price of theunderlying common stock. Thus, it may not decline inprice to the same extent as the underlying commonstock, and convertible securities generally have lesspotential for gain or loss than common stocks.However, mandatory convert ible securit ies (asdiscussed below) generally do not limit the potential forloss to the same extent as securities convertible at theoption of the holder. In the event of a liquidation of theissuing company, holders of convertible securitieswould be paid before that company’s commonstockholders. Consequently, an issuer’s convertiblesecurities generally entail less risk than its commonstock. However, convertible securities fall below debt

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obligations of the same issuer in order of preference orpriority in the event of a liquidation and are typicallyunrated or rated lower than such 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 couponyield 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.

Option Risk. The closed-end funds held by theCovered Call Income Portfolio and certain closed-endfunds held in the Master Income Portfolio and the ValueEquity and Income Portfolio may invest using a coveredcal l option strategy or similar income-orientedinvestment strategies. You should understand the risksof these strategies before you invest. In employing acovered call strategy, a closed-end fund will generallywrite (sell) call options on a significant portion of thefund’s managed assets. These call options will give theoption holder the right, but not the obligation, topurchase a security from the fund at the strike price onor prior to the option’s expiration date. The ability tosuccessfully implement the fund’s investment strategydepends on the fund adviser’s ability to predict pertinentmarket movements, which cannot be assured. Thus,the use of options may require a fund to sell portfoliosecurities at inopportune times or for prices other thancurrent market values, may l imit the amount ofappreciation the fund can realize on an investment, ormay cause the fund to hold a security that it mightotherwise sell. The writer (seller) of an option has nocontrol over the time when it may be required to fulfill its

obligation as a writer (seller) of the option. Once anoption writer (seller) has received an exercise notice, itcannot effect a closing purchase transaction in order toterminate its obligation under the option and mustdeliver the underlying security at the exercise price. Asthe writer (seller) of a covered call option, a fundforgoes, during the option’s life, the opportunity to profitfrom increases in the market value of the securityunderlying the call option above the sum of thepremium and the strike price of the call option, but hasretained the risk of loss should the price of theunderlying security decline. The value of the optionswritten (sold) by a fund, which will be marked-to-marketon a daily basis, will be affected by changes in the valueand dividend rates of the underlying securities, anincrease in interest rates, changes in the actual orperceived volatil ity of securities markets and theunderlying securities and the remaining time to theoptions’ expiration. The value of the options may alsobe adversely affected if the market for the optionsbecomes less liquid or smaller. An option is generallyconsidered “covered” if a closed-end fund owns thesecurity underlying the call option or has an absoluteand immediate right to acquire that security withoutadditional cash consideration (or, if required, liquid cashor other assets are segregated by the fund) uponconversion or exchange of other securities held by thefund. In certain cases, a call option may also beconsidered covered if a fund holds a call option on thesame security as the call option written (sold) providedthat certain conditions are met. By writing (selling)covered call options, a fund generally seeks to generateincome, in the form of the premiums received for writing(selling) the call options. Investment income paid by afund to its shareholders (such as the Portfolio) may bederived primarily from the premiums it receives fromwriting (selling) call options and, to a lesser extent, fromthe dividends and interest it receives from the equitysecurities or other investments held in the fund’sportfolio and short-term gains thereon. Premiums fromwriting (selling) call options and dividends and interestpayments made by the securities in a fund’s portfoliocan vary widely over time.

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To the extent that a fund purchases options pursuantto a hedging strategy, the fund will be subject to thefol lowing addit ional r isks. If a put or cal l optionpurchased by a fund is not sold when it has remainingvalue, and if the market price of the underlying securityremains equal to or greater that the exercise price (in thecase of a put), or remains less than or equal to theexercise price (in the case of a call), the fund will lose itsentire investment in the option. Also, where a put or calloption on a particular security is purchased to hedgeagainst price movements in a related security, the priceof the put or call option may move more or less than theprice of the related security. If restrictions on exercisewere imposed, the fund might be unable to exercise anoption it had purchased. If the fund were unable to closeout and option that it had purchased on a security, itwould have to exercise the option in order to realize anyprofit or the option may expire worthless.

Preferred Securities Risk. Certain closed-endfunds held by the Master Income Portfolio and the ValueEquity and Income Portfolio may invest in preferredsecurities including preferred stocks, trust preferredsecurities or other similar securities.

Preferred stocks are unique securities that combinesome of the characteristics of both common stocks andbonds. Preferred stocks generally pay a fixed rate ofreturn and are sold on the basis of current yield, likebonds. However, because they are equity securities,preferred stocks provide equity ownership of a companyand the income is paid in the form of dividends.Preferred stocks typically have a yield advantage overcommon stocks as well as comparably-rated fixedincome investments. Preferred stocks are typicallysubordinated to bonds and other debt instruments in acompany’s capital structure, in terms of priority tocorporate income, and therefore will be subject togreater credit risk than those debt instruments.

Trust preferred securities are securities typicallyissued by corporations, generally in the form of interest-bearing notes or preferred securities, or by an affiliatedbusiness trust of a corporation, generally in the form ofbeneficial interests in subordinated debentures orsimilarly structured securities. Distribution payments ofthe Portfolio preferred securities generally coincide with

interest payments on the underlying obligations. Trustpreferred securities generally have a yield advantageover traditional preferred stocks, but unlike preferredstocks, in some cases distributions are treated asinterest rather than dividends for federal income taxpurposes and therefore, are not el igible for thedividends-received deduction. Trust preferred securitiesprices fluctuate for several reasons including changes ininvestors’ perception of the financial condition of anissuer or the general condition of the market for trustpreferred securities, or when political or economicevents affecting the issuers occur. Trust preferredsecurities are also sensitive to interest rate fluctuations,as the cost of capital rises and borrowing costsincrease in a rising interest rate environment and therisk that a trust preferred security may be called forredemption in a falling interest rate environment. Certaintrust preferred securities are also subject to unique riskswhich include the fact that dividend payments will onlybe paid i f interest payments on the underlyingobligations are made, which interest payments aredependent on the financial condition of the issuer andmay be deferred. During any deferral period, investorsare generally taxed as if they had received currentincome. In such a case, an investor may have incometaxes due prior to receiving cash distributions to paysuch taxes. In addition, the underlying obligations, andthus the trust preferred securities, may be pre-paid aftera stated call date or as a result of certain tax orregulatory events. Preferred securities are typicallysubordinated to bonds and other debt instruments in acompany’s capital structure, in terms of priority tocorporate income, and therefore will be subject togreater credit risk than those debt instruments.

Master Limited Partnership Risk. Certain of theclosed-end funds in the Master Income Portfolio andthe Value Equity and Income Portfolio invest in MLPs.MLPs are generally organized as limited partnerships orlimited liability companies that are taxed as partnershipsand whose equity shares (limited partnership units orlimited liability company units) are traded on securitiesexchanges like shares of common stock. An MLPgenerally consists of a general partner and limitedpartners. The general partner manages the partnership,

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has an ownership stake in the partnership (generallyaround 2%) and may hold incentive distribution rights,which entitle the general partner to a higher percentageof cash distributions as cash flows grow over time. Thelimited partners own the majority of the shares in anMLP, but generally do not have a role in the operationand management of the partnership and do not havevoting rights. MLPs generally distribute nearly all of theirincome to investors (generally around 90%) in the formof quarterly distributions. MLPs are not required to payout a certain percentage of income but are able to doso because they do not pay corporate taxes.

Currently, most MLPs operate in the energy sector,with a particular emphasis on the midstream sector ofthe energy value chain, which includes the infrastructurenecessary to transport, refine and store oil and gas.Investments in MLP interests are subject to the risksgenerally applicable to companies in the energy sector,including commodity pricing risk, supply and demandrisk, depletion risk and exploration risk. In addition, thepotential for regulatory or legislative changes that couldimpact the highly regulated sectors in which 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 your Portfolio may be exposed, including the riskthat regulatory or legislative changes could limit oreliminate the tax benefits enjoyed by MLPs. These taxrisks, and any adverse determination with respectthereto, could have a negative impact on the after-taxincome available for distribution by the MLPs and/or thevalue of your Portfolio’s investments.

Energy Issuers. The Master Income Portfolio andthe Value Equity and Income Portfolio are each exposedto the energy sector through their investments inclosed-end funds which invest in MLPs. Energycompanies can be significantly impacted by fluctuations

in the prices of energy fuels, such as crude oil, naturalgas, and other fossil fuels. Extended periods of lowenergy fuel prices can have a material adverse impacton an energy company’s financial condition and resultsof operations. The prices of energy fuels can bematerially impacted by general economic conditions,demand for energy fuels, industry inventory levels,production quotas or other actions that might beimposed by the Organization of Petroleum ExportingCountries (“OPEC”), weather-related disruptions anddamage, competing fuel prices, and geopolitical risks.Recently, the price of crude oil, natural gas and otherfossil fuels has experienced significant volatility, whichhas adversely impacted energy companies and theirstock prices and dividends. The price of energy fuelsmay continue to experience volatility, which may havefurther adverse effects on energy companies.

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

The energy industry also faces substantialgovernment regulation, including environmentalregulation regarding air emissions and disposal ofhazardous materials. These regulations may increasecosts and limit production and usage of certain fuels.Additionally, governments have been increasing theirattention to issues related to greenhouse gas (“GHG”)emissions and climate change, and regulatory measuresto limit or reduce GHG emissions are currently in variousstages of discussion or implementation. GHGemissions-related regulations could substantially harmenergy companies, including by reducing the demandfor energy fuels and increasing compliance costs.Energy companies also face risks related to politicalconditions in oil producing regions (such as the MiddleEast). Political instability or war in these regions couldnegatively impact energy companies.

The operations of energy companies can bedisrupted by natural or human factors beyond thecontrol of the energy company. These includehurricanes, floods, severe storms, and other weather

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events, civil unrest, accidents, war, earthquakes, fire,political events, systems failures, and terrorist attacks,any of which could result in suspension of operations.Energy companies also face certain hazards inherent tooperating in their industry, such as accidental releasesof energy fuels or other hazardous materials,explosions, and mechanical failures, which can result inenvironmental damage, loss of life, loss of revenues,legal liability and/or disruption of operations.

Real Estate Companies. The Master IncomePortfolio and the Value Equity and Income Portfolio areexposed to real estate investment companies whichconsist primarily of real estate investment trusts(“REITs”), and, to a lesser extent, real estate operatingcompanies (“REOCs”) (col lectively “real estatecompanies”) through investment in the underlyingsecurit ies in the closed-end funds. You shouldunderstand the risks of real estate companies beforeyou invest. Many factors can have an adverse impacton the performance of a particular real estate company,including its cash available for distribution, the creditquality of a particular real estate company or the realestate industry generally. The success of real estatecompanies depends on various factors, including thequality of property management, occupancy and rentlevels, appreciation of the underlying property and theability to raise rents on those properties. Economicrecession, over-bui lding, tax law changes,environmental issues, higher interest rates or excessivespeculation can all negatively impact these companies,their future earnings and share prices.

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

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

• decline in real estate values,

• possible lack of availability of mortgage funds,

• the financial health of tenants,

• over-building and increased competition fortenants,

• over-supply of properties for sale,

• changing demographics,

• changes in interest rates, tax rates and otheroperating expenses,

• changes in government regulations,

• faulty construction and the ongoing need forcapital improvements,

• regulatory and judicial requirements, includingrelating to liability for environmental hazards,

• the ongoing financial strength and viability ofgovernment sponsored enterprises, such asFannie Mae and Freddie Mac,

• changes in neighborhood values and buyerdemand, and

• the unavailability of construction financing ormortgage loans at rates acceptable todevelopers.

Variations in rental income and space availability andvacancy rates in terms of supply and demand areadditional factors affecting real estate generally and realestate companies in particular. Properties owned by acompany may not be adequately insured against certainlosses and may be subject to significant environmentalliabilities, including remediation costs.

You should also be aware that real estate companiesmay not be diversified and are subject to the risks offinancing projects. The real estate industry may becyclical, and, if your Portfolio acquires securities at ornear the top of the cycle, there is increased risk of adecline in value of the securities during the life of yourPortfolio. Real estate companies are also subject todefaults by borrowers and the market’s perception ofthe real estate industry generally.

Because of the structure of certain real estatecompanies, and legal requirements in many countriesthat these companies distribute a certain minimumamount of their taxable income to shareholdersannually, real estate companies often require frequentamounts of new funding, through both borrowingmoney and issuing stock. Thus, many real estatecompanies historical ly have frequently issuedsubstantial amounts of new equity shares (orequivalents) to purchase or build new properties. Thismay have adversely affected security market prices.

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Both existing and new share issuances may have anadverse effect on these prices in the future, especiallywhen companies continue to issue stock when realestate prices are relatively high and stock prices arerelatively low.

Foreign Issuer Risk. Some of the underlyingsecurities held by certain of the closed-end funds in theMaster Income Portfolio, the Value Equity and IncomePortfolio and Covered Call Income Portfolio may beissued by foreign issuers. This subjects your Portfolio tomore risks than if it only invested in closed-end fundswhich invest solely in securities of domestic issuers.Risks of foreign issuers include restrictions on foreigninvestments and exchange of securities and inadequatefinancial information. Foreign securities may also beaffected by market and political factors specific to theissuer’s country as well as fluctuations in foreigncurrency exchange rates. Risks associated withinvesting in foreign securities may be more pronouncedin emerging markets where the securities markets aresubstantially smaller, less developed, less liquid, lessregulated, and more volatile than the securities marketsof the U.S. and developed foreign markets. Investmentsin debt securities of foreign governments presentspecial risks, including the fact that issuers may beunable or unwilling to repay principal and/or interestwhen due in accordance with the terms of such debt,or may be unable to make such repayments when duein the currency required under the terms of the debt.Political, economic and social events also may have agreater impact on the price of debt securities issued byforeign governments than on the price of U.S.securities. In addition, brokerage and other transactioncosts on foreign securities exchanges are often higherthan in the United States and there is generally lessgovernment supervision and regulation of exchanges,brokers and issuers in foreign countries.

In addition, for foreign securities of European issuers,the departure of any European Union (“EU”) memberfrom use of the Euro could lead to serious disruptionsto foreign exchanges, operations and settlements,which may have an adverse effect on European issuers.More recently, there is uncertainty regarding the state ofthe EU following the United Kingdom’s (“U.K.”) initiation

on March 27, 2017 of the process to exit from the EU(“Brexit”). As of January 31, 2020, the U.K. has officiallyexited the EU, though trade negotiations are ongoing.The effect that Brexit may have on the global financialmarkets is uncertain. No one can predict the impactthat these factors could have on the securities held byyour Portfolio.

A Portfolio may be subject to negative federal incometax consequences if it invests in the common stock of aclosed-end fund classif ied as a “passive foreigninvestment company” (“PFIC”) which it is not able todispose of, or in non-PFIC stock which later becomesPFIC stock due to a change in the percentage of theissuer’s passive-type income or assets. As a result ofholding PFIC stock, a Portfolio could be subject tofederal income tax (including interest charges) on certaindistributions or dispositions with respect to thoseinvestments which cannot be eliminated by makingdistributions to shareholders. Elections may be availableto such Portfolio to mitigate the effect of this taxprovided that the PFIC complies with certain reportingrequirements, but such elections generally acceleratethe recognition of income without the receipt of cash.Holding PFIC stock could cause a Portfolio to currentlyrecognize income it has not yet received, which couldimpact the distribution requirements applicable to anyPortfolio which is a regulated investment company fortax purposes.

Emerging Market Risk. Certain closed-end fundsheld by the Master Income Portfolio and the ValueEquity and Income Portfolio invest in securities issuedby entities located in emerging markets. Emergingmarkets are generally defined as countries in the initialstates of their industrialization cycles with low percapita income. The markets of emerging marketscountries are generally more volatile than the marketsof developed countries with more mature economies.All of the risks of investing in foreign securit iesdescribed above are heightened by investing inemerging markets countries. Risks of investing indeveloping or emerging countries are even greater thanthe risks associated with foreign investments ingeneral. These increased risks include, among otherr isks, the possibi l i ty of investment and trading

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limitations, greater liquidity concerns, higher pricevolatility, greater delays and disruptions in settlementtransactions, greater political uncertainties and greaterdependence on international trade or developmentassistance. In addition, emerging market countries maybe subject to over-burdened infrastructures, obsoletefinancial systems and environmental problems. Forthese reasons, investments in emerging markets areoften considered speculative.

Senior Loans. Certain of the closed-end funds heldby the Master Income Portfolio and the Value Equityand Income Portfolio may invest in secured senior loans(or “senior loans”). Senior loans are debt instrumentsissued by various financial institutions and other issuersto corporations, 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 securedloans 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 is currently set to be discontinued and may becompletely phased out by 2021) or the certificate of

deposit rate or other base lending rates used bycommercial lenders. As a result, the yield on closed-endfunds investing in senior loans will generally decline in afalling interest rate environment and increase in a risinginterest rate environment. Additionally, since seniorloans generally have floating interest rates, they aretypically not as sensitive as fixed-income investments toprice fluctuations due to changes in interest rates.Senior loans have historically paid a higher rate ofinterest than most short-term investments. Of course,there is no guarantee that this will occur in the future.

Senior loans are generally below investment gradequality and may be unrated at the time of investment; aregenerally not registered with the Securities and ExchangeCommission (“SEC”) or state securities commissions;and are generally not listed on any securities exchange.In addition, the amount of public information available onsenior loans is generally less extensive than that typicallyavailable for other types of securities.

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

Tax and Legislation Risk. Tax legislat ionproposed by the President or Congress, tax regulationsproposed by the U.S. Treasury or positions taken by theInternal Revenue Service could affect the value of yourPortfol io by changing the taxation or taxcharacterizations of its portfolio securities, or dividendsand other income paid by or related to such securities.Congress has considered such proposals in the pastand may do so in the future. In December 2017,Congress passed, and the President signed, significanttax legislation, much of which became effective in 2018.It is not known whether any other legislation will beproposed, adopted or amended by Congress and the

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impact that any other legislation might have on yourPortfolio or its portfolio securities, or on the taxtreatment of your Portfolio or of your investment in yourPortfolio, is uncertain.

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

PUBLIC OFFERING

General. Units are offered at the Public OfferingPrice which consists of the net asset value per Unit plusorganization costs plus the sales charge. The net assetvalue per Unit is the value of the securities, cash andother assets in your Portfolio reduced by the liabilities ofthe Portfolio divided by the total Units outstanding. Themaximum sales charge equals 1.85% of the PublicOffering Price per Unit (1.885% of the aggregateoffering price of the Securities) at the time of purchase.

The initial sales charge is the difference between thetotal sales charge amount (maximum of 1.85% of thePublic Offering Price per Unit) and the sum of theremaining fixed dollar deferred sales charge and thefixed dollar creation and development fee (initially $0.185per Unit). Depending on the Public Offering Price perUnit, you pay the initial sales charge at the time you buyUnits. The deferred sales charge is fixed at $0.135 perUnit. Your Portfolio pays the deferred sales charge ininstallments as described in the “Fee Table.” If anydeferred sales charge payment date is not a businessday, we will charge the payment on the next businessday. If you purchase Units after the initial deferred salescharge payment, you will only pay that portion of thepayments not yet collected. If you redeem or sell yourUnits prior to collection of the total deferred salescharge, you will pay any remaining deferred sales chargeupon redemption or sale of your Units. The initial anddeferred sales charges are referred to as the“transactional sales charge.” The transactional salescharge does not include the creation and developmentfee which compensates the Sponsor for creating anddeveloping your Portfolio and is described under“Expenses.” The creation and development fee is fixedat $0.05 per Unit. Your Portfolio pays the creation and

development fee as of the close of the initial offeringperiod as described in the “Fee Table.” If you redeem orsell your Units prior to collection of the creation anddevelopment fee, you will not pay the creation anddevelopment fee upon redemption or sale of your Units.After the initial offering period the maximum sales chargewill be reduced by 0.50%, reflecting the previouscollection of the creation and development fee. Becausethe deferred sales charge and creation and developmentfee are fixed dollar amounts per Unit, the actual chargeswill exceed the percentages shown in the “Fee Table” ifthe Public Offering Price per Unit falls below $10 and willbe less than the percentages shown in the “Fee Table” ifthe Public Offering Price per Unit exceeds $10. In noevent will the maximum total sales charge exceed1.85% of the Public Offering Price per Unit.

The “Fee Table” shows the sales charge calculationat a $10 Public Offering Price per Unit. At a $10 PublicOffering Price, there is no initial sales charge during theinitial offering period. If the Public Offering Priceexceeds $10 per Unit, you will pay an initial salescharge equal to the difference between the total salescharge and the sum of the remaining deferred salescharge and the creation and development fee. Forexample, if the Public Offering Price per Unit rose to$14, the maximum sales charge would be $0.259(1.85% of the Public Offering Price per Unit), consistingof an initial sales charge of $0.074, a deferred salescharge of $0.135 and the creation and developmentfee of $0.050. Since the deferred sales charge andcreation and development fee are fixed dollar amountsper Unit, your Portfolio must charge these amounts perUnit regardless of any decrease in net asset value.However, if the Public Offering Price per Unit falls to theextent that the maximum sales charge percentageresults in a dol lar amount that is less than thecombined fixed dollar amounts of the deferred salescharge and creation and development fee, your initialsales charge will be a credit equal to the amount bywhich these fixed dollar charges exceed your salescharge at the time you buy Units. In such a situation,the value of securities per Unit would exceed the PublicOffering Price per Unit by the amount of the initial salescharge credit and the value of those securities will

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fluctuate, which could result in a benefit or detriment toUnitholders that purchase Units at that price. The initialsales charge credit is paid by the Sponsor and is notpaid by your Portfolio. If the Public Offering Price perUnit fell to $6, the maximum sales charge would be$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.

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 chargeis less than the fixed dollar amounts of the deferredsales charges and creation and development fee, youwill receive 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 Unitsthrough registered investment advisers, certif iedfinancial planners and registered broker-dealers who ineach case either charge periodic fees for brokerageservices, financial planning, investment advisory orasset management services, or provide such servicesin connection with the establishment of an investmentaccount for which a comprehensive “fee based”

charge (“Fee Based”) is imposed (“Fee Accounts”). IfUnits of a Portfolio are purchased for a Fee Accountand the Portfolio is subject to a Fee Based (i.e., thePortfolio is “Fee Based Eligible”), then the purchasewill not be subject to the transactional sales chargebut will be subject to the creation and developmentfee of $0.05 per Unit that is retained by the Sponsor.Please refer to the section called “Fee Accounts” foraddit ional information on these purchases. TheSponsor reserves the right to limit or deny purchasesof Units described in this paragraph by investors orsel l ing f i rms whose frequent trading act iv i ty isdetermined to be detrimental to a Portfolio. Fee BasedEligible Units are not eligible for any sales chargediscounts in addition to that which is described in thisparagraph and under the “Fee Accounts” sectionfound below.

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

Distribution Reinvestments. We do not charge anysales charge when you reinvest distributions from yourPortfolio into additional Units of your Portfolio. Since thedeferred sales charge and creation and developmentfee are fixed dollar amounts per unit, your Portfolio mustcharge these amounts per unit regardless of thisdiscount. If you elect to reinvest distributions, theSponsor will credit you with additional Units with adollar value sufficient to cover the amount of anyremaining deferred sales charge and creation anddevelopment fee that will be collected on such Units atthe time of reinvestment. The dollar value of these Unitswill fluctuate over time.

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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, yourPortfolio’s net asset value will reflect certain portfoliosecurities’ fair value rather than their market price. Withrespect to securities that are primarily listed on foreignexchanges, the value of the portfolio securities maychange on days when you will not be able to purchase

or sell Units. The value of any foreign securities is basedon the applicable currency exchange rate as of theEvaluation Time. The Sponsor wil l provide pricedissemination and oversight services 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. These costsinclude the costs of preparing documents relating toyour Portfolio (such as the registration statement,prospectus, trust agreement and legal documents),federal and state registration fees, the initial fees andexpenses of the Trustee and the initial audit. YourPortfolio will sell securities to reimburse us for thesecosts at the end of the initial offering period or after sixmonths, if earlier. The value of your Units will declinewhen your Portfolio pays these costs.

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

Unit Sales Concessions. Brokers, dealers and otherswil l be al lowed a regular concession or agencycommission in connection with the distribution of Unitsduring the initial offering period of 1.25% of the PublicOffering Price per Unit.

Volume Concession Based Upon Annual Sales. Asdescribed below, broker-dealers and other sellingagents may in certain cases be eligible for an 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 directlyfrom Invesco during a trust’s initial offering period. Forpurposes of this concession, trusts designated aseither “Invesco Unit Trusts, Taxable Income Series” or“Invesco Unit Trusts, Municipal Series” are fixed incometrusts, and trusts designated as “Invesco Unit TrustsSeries” are equity trusts. In addition to the regularconcessions or agency commissions described abovein “Unit Sales Concessions” all broker-dealers andother selling firms will be eligible to receive additional

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compensation based on total initial offering periodsales of all eligible Invesco unit investment trusts duringthe previous consecutive 12-month period through theend of the most recent month. The VolumeConcession, as applicable to equity and fixed incometrust units, is set forth in the following table:

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

$25 but less than $100 0.035% 0.100%$100 but less than $150 0.050 0.100$150 but less than $250 0.075 0.100$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 oragent. For all secondary market transactions the totalconcession or agency commission will amount to 80%of the applicable sales charge. Notwithstandinganything to the contrary herein, in no case shall the totalof any concessions, agency commissions and any

additional 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, promotional orrelated expenses, including, but not limited to, expensesof entertaining retail customers and financial advisors,advertising, sponsorship of events or seminars,obtaining shelf space in broker-dealer firms and similaractivities designed to promote the sale of the Portfoliosand our other products. Fees may include payment fortravel expenses, including lodging, incurred inconnection 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 oras a member of the underwriting syndicates or as anagent in a private placement for any of the Securities.The Sponsor may realize profit or loss as a result 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 the

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price 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 todo so, the Sponsor may maintain a market for Unitsand to purchase Units at the secondary marketrepurchase price (which is described under “Right ofUnitholders--Redemption of Units”). The Sponsor maydiscont inue purchases of Units or discont inuepurchases at this price at any time. In the event that asecondary market is not maintained, a Unitholder willbe able to dispose of Units by tendering them to theTrustee for redemption at the Redemption Price. See“Rights of Uni tholders--Redempt ion of Uni ts”.Unitholders should contact their broker to determinethe best price for Units in the secondary market. Unitssold prior to the time the entire deferred sales chargehas been collected will be assessed the amount ofany remaining deferred sales charge at the time ofsale. The Trustee will notify the Sponsor of any Unitstendered for redemption. If the Sponsor’s bid in thesecondary market equals or exceeds the RedemptionPrice per Unit, it may purchase the Units not laterthan the day on which Units would have beenredeemed by the Trustee. The Sponsor may sellrepurchased Units at the secondary market PublicOffering Price per Unit.

RETIREMENT ACCOUNTS

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

FEE ACCOUNTS

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

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

You should consult the “Public Offering--ReducingYour Sales Charge” section for specific information onthis and other sales charge discounts. That sectiongoverns the calculation of all sales charge discounts.The Sponsor reserves the r ight to l imit or denypurchases of Units in Fee Accounts by investors orsel l ing f irms whose frequent trading activity isdetermined to be detrimental to a Portfolio. To purchaseUnits in these Fee Accounts, your financial professionalmust purchase Units designated with one of the FeeBased CUSIP numbers set forth under “EssentialInformation,” either Fee Based Cash for cashdistributions or Fee Based Reinvest for the reinvestmentof distributions in additional Units, if available. See“Rights of Unitholders--Reinvestment Option.”

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RIGHTS OF UNITHOLDERS

Distributions. Dividends and interest, net ofexpenses, and any net proceeds from the sale ofSecurities received by your Portfolio will generally bedistributed to Unitholders on each Distribution Date toUnitholders of record on the preceding Record Date.These dates appear under “Essential Information”.Distributions made by the closed-end funds in yourPortfolio include ordinary income, but may also includesources other than ordinary income such as returns ofcapital, loan proceeds, short-term capital gains andlong-term capital gains (see “Taxation--Distributions”). Inaddition, your Portfolio will generally make requireddistributions at the end of each year because it isstructured as a “regulated investment company” forfederal tax purposes. Unitholders will also receive a finaldistribution of income when their Portfolio terminates. Aperson becomes a Unitholder of record on the date ofsettlement (generally two business days after Units areordered, or any shorter period as may be required bythe applicable rules under the 1934 Act). Unitholdersmay elect to receive distributions in cash or to havedistributions reinvested into additional Units. See“Rights of Unitholders--Reinvestment Option”.

Dividends and interest received by a Portfolio arecredited to the Income Account of the Portfolio. Otherreceipts (e.g., capital gains, proceeds from the sale ofSecurities, etc.) are credited to the Capital Account.Proceeds received on the sale of any Securities, to theextent not used to meet redemptions of Units or paydeferred sales charges, fees or expenses, will bedistributed to Unitholders. Proceeds received from thedisposition of any Securities after a Record Date andprior to the following Distribution Date will be held in theCapital Account and not distributed until the nextDistribution Date. Any distribution to Unitholdersconsists of each Unitholder’s pro rata share of theavailable cash in the Income and Capital Accounts as ofthe related Record Date.

Historical and Estimated Distributions. TheHistorical 12 Month Distributions per Unit, and EstimatedInitial Distribution per Unit (if any), may be shown under“Essential Information.” These figures are based upon the

weighted average of the actual distributions paid by thesecurities included in your Portfolio over the 12 monthspreceding the Initial Date of Deposit and are reduced toaccount for the effects of fees and expenses which willbe incurred when investing in your Portfolio. While bothfigures are calculated using a Public Offering Price of $10per Unit, any presented Estimated Initial Distribution perUnit will reflect an estimate of the per Unit distributionsyou may receive on the first Distribution Date based uponeach issuer’s preceding 12 month distributions. Dividendpayments are not assured and therefore the amount offuture dividend income to your Portfolio is uncertain. Theactual net annual distributions may decrease over timebecause a portion of the securities included in yourPortfolio will be sold to pay for the organization costs,deferred sales charge and creation and development fee.Securities may also be sold to pay regular fees andexpenses during your Portfolio’s life. The actual netannual income distributions you receive will vary from theHistorical 12 Month Distributions amount due to changesin dividends and distribution amounts paid by issuers,currency fluctuations, the sale of securities to pay anydeferred sales charge, Portfolio fees and expenses, andwith changes in your Portfolio such as the acquisition,call, maturity or sale of securities. In addition, due to thenegative economic impact across many industriescaused by the recent COVID-19 outbreak, certain issuersof the securities included in a Portfolio may elect toreduce the amount of, or cancel entirely, dividends and/ordistributions paid in the future. As a result, the Historical12 Month Distributions per Unit, and Estimated InitialDistribution per Unit (if any), shown under "EssentialInformation" will likely be higher, and in some casessignificantly higher, than the actual distributions achievedby a Portfolio. Due to these and various other factors,actual income received by your Portfolio will most likelydiffer from the most recent dividends or scheduledincome payments.

Reinvestment Option. Unitholders may havedistributions automatically reinvested in additional Unitswithout a sales charge (to the extent Units may belawfully offered for sale in the state in which theUnitholder resides). The CUSIP numbers for either“Cash” distributions or “Reinvest” for the reinvestment

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of distr ibut ions are set forth under “Essent ia lInformation”. Brokers and dealers can use the DividendReinvestment Service through Depository TrustCompany (“DTC”) or purchase a Reinvest (or FeeBased Reinvest in the case of Fee Based Eligible Unitsheld in Fee Accounts) CUSIP, if available. To participatein this reinvestment option, a Unitholder must file withthe Trustee a written notice of election, together withany other documentation that the Trustee may thenrequire, at least five days prior to the related RecordDate. A Unitholder’s election will apply to all Unitsowned by the Unitholder and will remain in effect untilchanged by the Unitholder. The reinvestment option isnot offered during the 30 calendar days prior totermination. If Units are unavailable for reinvestment orthis reinvestment option is no longer avai lable,distributions will be paid in cash. Distributions will betaxable to Unitholders if paid in cash or automaticallyreinvested in additional Units. See “Taxation”.

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

Redemption of Units. All or a portion of your Unitsmay be tendered to The Bank of New York Mellon, theTrustee, for redemption at Unit Investment Trust Division,111 Sanders Creek Parkway, East Syracuse, New York13057, on any day the New York Stock Exchange isopen. No redemption fee will be charged by the Sponsoror the Trustee, but you are responsible for applicablegovernmental charges, if any. Units redeemed by theTrustee will be canceled. You may redeem all or a portionof your Units by sending a request for redemption toyour bank or broker-dealer through which you hold yourUnits. No later than two business days (or any shorterperiod as may be required by the applicable rules underthe 1934 Act) fol lowing satisfactory tender, theUnitholder will be entitled to receive in cash an amount

for each Unit equal to the Redemption Price per Unitnext computed on the date of tender. The “date oftender” is deemed to be the date on which Units arereceived by the Trustee, except that with respect to Unitsreceived by the Trustee after the Evaluation Time or on aday which is not a business day, the date of tender isdeemed to be the next business day. Redemptionrequests received by the Trustee after the EvaluationTime, and redemption requests received by authorizedfinancial professionals after the Evaluation Time orredemption requests received by such persons that arenot transmitted to the Trustee until after the timedesignated by the Trustee, are priced based on the dateof the next determined redemption price provided theyare received timely by the Trustee on such date. It is theresponsibility of authorized financial professionals totransmit redemption requests received by them to theTrustee so they will be received in a timely manner.Certain broker-dealers or selling firms may charge anorder handling fee for processing redemption requests.Units redeemed directly through the Trustee are notsubject to such fees.

Unitholders tendering 1,000 or more Units (or suchhigher amount as may be required by 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 tofacilitate the distribution of whole shares. The in kinddistribution option may be modified or discontinued atany time without notice. Notwithstanding the foregoing,if the Unitholder requesting an in kind distribution is theSponsor or an affiliated person of the Portfolio, theTrustee may make an in kind distribution to such

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Unitholder 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 theinitial offering period, the redemption price and thesecondary market repurchase price will not be reducedby estimated organization costs or the creation anddevelopment fee. For these purposes, the Trustee willdetermine the value of the Securities as describedunder “Public Offering--Unit Price.”

The right of redemption may be suspended andpayment postponed for any period during which the NewYork Stock Exchange is closed, other than for customaryweekend and holiday closings, or any period duringwhich the SEC determines that trading on that Exchangeis restricted or an emergency exists, as a result of whichdisposal or evaluation of the Securities is not reasonablypracticable, or for other periods as the SEC may permit.

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

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

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

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

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We may make subsequent trust series available forsale at various times during the year. Of course, wecannot guarantee that a subsequent trust or sufficientunits will be available or that any subsequent trusts willoffer the same investment strategies or objectives as thecurrent Portfolios. We cannot guarantee that a Rolloverwill avoid any negative market price consequencesresulting from trading large volumes of securities. Marketprice trends may make it advantageous to sell or buysecurities more quickly or more slowly than permitted bythe Portfolio procedures. We may, in our sole discretion,modify a Rollover or stop creating units of a trust at anytime regardless of whether all proceeds of Unitholdershave been reinvested in a Rollover. If we decide not tooffer a subsequent series, Unitholders will be notifiedprior to the Mandatory Termination Date. Cash whichhas not been reinvested in a Rollover will be distributedto Unitholders shortly after the Mandatory TerminationDate. Rollover participants may receive taxable dividendsor realize taxable capital gains which are reinvested inconnection with a Rollover but may not be entitled to adeduction for capital losses due to the “wash sale” taxrules. Due to the reinvestment in a subsequent trust, nocash will be distributed to pay any taxes. See “Taxation”.

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

Reports Provided. Unitholders will receive astatement of dividends and other amounts received bya Portfolio for each distribution. Within a reasonabletime after the end of each year, each person who was aUnitholder during that year will receive a statementdescribing dividends and capital received, actualPortfolio distributions, Portfolio expenses, a list of theSecurities and other Portfolio information. Unitholders

may obtain evaluations of the Securities upon request tothe Trustee. If you have questions regarding youraccount or your Portfolio, please contact your financialadvisor or the Trustee. The Sponsor does not haveaccess to individual account information.

PORTFOLIO ADMINISTRATION

Portfolio Administration. Your Portfolio is not amanaged fund and, except as provided in the TrustAgreement, Securities generally will not be sold orreplaced. The Sponsor may, however, direct thatSecurities be sold in certain limited circumstances toprotect 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. The Trustee willdistribute any cash proceeds to Unitholders. In addition,the Trustee may sell Securities to redeem Units or payPortfol io expenses or deferred sales charges. Ifsecurities or property are acquired by a Portfolio, theSponsor may direct the Trustee to sell the securities orproperty and distribute the proceeds to Unitholders orto accept the securities or property for deposit in thePortfolio. Should any contract for the purchase of any ofthe Securities fail, the Sponsor will (unless substantiallyall of the moneys held in a Portfolio to cover thepurchase are reinvested in substitute Securities inaccordance with the Trust Agreement) refund the cashand sales charge attributable to the failed contract to allUnitholders on or before the next Distribution Date.

The Sponsor may direct the reinvestment ofproceeds of the sale of Securities if the sale is the directresult of serious adverse credit factors which, in theopinion of the Sponsor, would make retention of theSecurities detrimental to a Portfolio. In such a case, theSponsor may, but is not obligated to, direct the

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reinvestment of sale proceeds in any other securitiesthat meet the criteria for inclusion in a Portfolio on theInitial Date of Deposit. The Sponsor may also instructthe Trustee to take action necessary to ensure that yourPortfolio continues to satisfy the qualifications of aregulated investment company and to avoid impositionof tax on undistributed income of the Portfolio.

The Trust Agreement requires the Trustee to vote allshares of the funds held in a Portfolio in the samemanner and ratio on all proposals as the owners of suchshares not held by the Portfolio.

When your Portfolio sells Securities, the compositionand diversity of the Securities in the Portfolio may bealtered. However, if the Trustee sells fund shares 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 fora Portfolio, it may be necessary for the Supervisor tospecify minimum amounts in which blocks of Securitiesare to be sold. In effecting purchases and sales ofportfolio securities, the Sponsor may direct that ordersbe placed with and brokerage commissions be paid tobrokers, including brokers which may be affiliated with aPortfolio, the Sponsor or dealers participating in theoffering 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 the

Trust 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,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”.

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Limitations on Liabilities. The Sponsor,Supervisor and Trustee are under no liability for takingany action or for refraining from taking any action ingood faith pursuant to the Trust Agreement, or for errorsin judgment, but shall be liable only for their own willfulmisfeasance, bad faith or gross negligence (negligencein the case of the Trustee) in the performance of theirduties or by reason of their reckless disregard of theirobligations and duties hereunder. The Trustee is notliable for depreciation or loss incurred by reason of thesale by the Trustee of any of the Securities. In the eventof the failure of the Sponsor to act under the TrustAgreement, the Trustee may act thereunder and is notliable for any action taken by it in good faith under theTrust Agreement. The Trustee is not liable for any taxesor other governmental charges imposed on theSecurities, on it as Trustee under the Trust Agreementor on a Portfolio which the Trustee may be required topay under any present or future law of the United Statesof America or of any other taxing authority havingjurisdiction. In addition, the Trust Agreement containsother customary provisions limiting the liability of theTrustee. The Sponsor and Supervisor may rely on anyevaluation furnished by the Trustee and have noresponsibility for the accuracy thereof. Determinationsby the Trustee shall be made in good faith upon thebasis of the best information available to it.

Sponsor. Invesco Capital Markets, Inc. is the Sponsorof your Portfolio. The Sponsor is a wholly ownedsubsidiary of Invesco Advisers, Inc. (“Invesco Advisers”).Invesco Advisers is an indirect wholly owned subsidiaryof Invesco Ltd., a leading independent global investmentmanager that provides a wide range of investmentstrategies and vehicles to its retail, institutional and highnet worth clients around the globe. The Sponsor’sprincipal office is located at 11 Greenway Plaza, Houston,Texas 77046-1173. As of March 31, 2020, the totalstockholders’ equity of Invesco Capital Markets, Inc. was$90,225,420.57 (unaudited). The current assets undermanagement and supervision by Invesco Ltd. and itsaffiliates were valued at approximately $1,053.4 billion asof March 31, 2020.

The Sponsor and your Portfolio have adopted a codeof ethics requiring Invesco Ltd.’s employees who have

access 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 of compensationdeemed by the Trustee to be reasonable and notexceeding amounts prescribed by the SEC, (ii) terminatethe Trust Agreement and liquidate your Portfolio asprovided therein or (iii) continue to act as Trusteewithout terminating the Trust Agreement.

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

TAXATION

This section summarizes some of the principal U.S.federal income tax consequences of owning Units of thePortfolio. Tax laws and interpretations are subject tochange, possibly with retroactive effect. This summarydoes not describe all of the tax consequences to all

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

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

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

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

Distributions. Portfolio distributions are generallytaxable. After the end of each year, you will receive a taxstatement reporting your Portfolio's distributions,including the amounts of ordinary income distributionsand capital gains dividends. Your Portfolio may maketaxable distributions to you even in periods during whichthe value of your Units has declined. Ordinary incomedistributions are generally taxed at your federal tax ratefor ordinary income, however, as further discussedbelow, certain ordinary income distributions receivedfrom your Portfolio may be taxed, under current federallaw, at capital gains tax rates. Certain ordinary incomedividends on Units that are attributable to qualifyingdividends received by your Portfolio from certaincorporations may be reported by the Portfolio as beingeligible for the dividends received deduction for

corporate Unitholders provided certain holding periodrequirements are met. Income from the Portfolio andgains on the sale of your Units may also be subject to a3.8% federal tax imposed on net investment income ifyour adjusted gross income exceeds certain thresholdamounts, which currently are $250,000 in the case ofmarried couples filing joint returns and $200,000 in thecase of single individuals. In addition, your Portfolio maymake distributions that represent a return of capital fortax purposes to the extent of the Unitholder's basis inthe Units, and any additional amounts in excess of basiswould be taxed as a capital gain. Generally, you willtreat all capital gains dividends as long-term capitalgains regardless of how long you have owned yourUnits. The tax status of your distributions from yourPortfolio is not affected by whether you reinvest yourdistributions in additional Units or receive them in cash.The income from your Portfolio that you must take intoaccount for federal income tax purposes is not reducedby amounts used to pay a deferred sales charge, if any.The tax laws may require you to treat certaindistributions made to you in January as if you hadreceived them on December 31 of the previous year.

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

Sale or Redemption of Units. If you sell or redeemyour Units, you will generally recognize a taxable gain orloss. To determine the amount of this gain or loss, youmust subtract your adjusted tax basis in your Units fromthe amount you receive for the sale of the Units. Yourinitial tax basis in your Units is generally equal to the costof your Units, generally including sales charges. In somecases, however, you may have to adjust your tax basisafter you purchase your Units.

Capital Gains and Losses and Certain OrdinaryIncome Dividends. Net capital gain equals net long-term capital gain minus net short-term capital loss for thetaxable year. Capital gain or loss is long-term if the holdingperiod for the asset is more than one year and is short-term if the holding period for the asset is one year or less.

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You must exclude the date you purchase your Units todetermine your holding period. However, if you receive acapital gain dividend from your Portfolio and sell your Unitsat a loss after holding it for six months or less, the loss willbe recharacterized as long-term capital loss to the extentof the capital gain dividend received. The tax rates forcapital gains realized from assets held for one year or lessare generally 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 thePortfolio (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 the 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, andsubject to certain limitations on the deductibility of lossesunder the tax law.

Rollovers and Exchanges. If you elect to haveyour proceeds from your Portfolio rolled over into afuture trust, it would generally be considered a sale forfederal income tax purposes and any gain on the salewill be treated as a capital gain, and, in general, any losswill be treated as a capital loss. However, any lossrealized on a sale or exchange will be disallowed to theextent that Units disposed of are replaced (includingthrough reinvestment of dividends) within a period of 61days beginning 30 days before and ending 30 daysafter disposition of Units or to the extent that theUnitholder, during such period, acquires or enters intoan option or contract to acquire, substantially identicalstock or securities. In such a case, the basis of theUnits acquired will be adjusted to reflect the disallowedloss. The deductibility of capital losses is subject toother limitations in the tax law.

Deductibility of Portfolio Expenses. Expensesincurred and deducted by your Portfolio will generallynot be treated as taxable income to you. In certaincases if your Portfolio is not considered "publiclyoffered" under the Code, each U.S. Unitholder that iseither an individual, trust or estate will be treated ashaving received a taxable distribution from the Portfolioin the amount of that U.S. Unitholder's allocable shareof certain of the Portfolio's expenses for the calendaryear, and these fees and expenses will be treated asmiscellaneous itemized deductions of those U.S.Unitholders. The deductibility of expenses that arecharacterized as miscellaneous itemized deductions,which include investment expenses, is suspended fortax years beginning prior to January 1, 2026.

Foreign Investors. If you are a foreign investor (i.e.,an investor other than a U.S. citizen or resident or aU.S. corporation, partnership, estate or trust), generally,

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subject to applicable tax treaties, distributions to youfrom your Portfolio will be characterized as dividends forfederal income tax purposes (other than dividends thatyour Portfolio reports as capital gain dividends) and willbe subject to U.S. income taxes, including withholdingtaxes, subject to certain exceptions described below.You may be eligible under certain income tax treaties fora reduction in withholding rates. However, distributionsreceived by a foreign investor from your Portfolio thatare properly reported by the trust as capital gaindividends, interest-related dividends paid by thePortfolio from its qualified net interest income from U.S.sources and short-term capital gain dividends, may notbe subject to U.S. federal income taxes, includingwithholding taxes, provided that your Portfolio makescertain elections and certain other conditions are met.

The Foreign Account Tax Compliance Act("FATCA"). A 30% withholding tax on your Portfolio'sdistributions generally applies if paid to a foreign entityunless: (i) if the foreign entity is a "foreign financialinstitution" as defined under FATCA, the foreign entityundertakes certain due diligence, reporting, withholding,and certification obligations, (ii) if the foreign entity is nota "foreign financial institution," it identifies certain of itsU.S. investors or (iii) the foreign entity is otherwiseexcepted under FATCA. If required under the rulesabove and subject to the appl icabi l i ty of anyintergovernmental agreements between the UnitedStates and the relevant foreign country, withholdingunder FATCA may apply. Under existing regulations,FATCA withholding on gross proceeds from the sale ofUnits and capital gain distributions from your Portfoliotook effect on January 1, 2019; however, recentlyproposed U.S. tax regulat ions el iminate FATCAwithholding on such types of payments. Taxpayersgeneral ly may rely on these proposed TreasuryRegulations until final Treasury Regulations are issued. Ifwithholding is required under FATCA on a paymentrelated to your Units, investors that otherwise would notbe subject to withholding (or that otherwise would beentitled to a reduced rate of withholding) on suchpayment generally will be required to seek a refund orcredit from the IRS to obtain the benefit of suchexemption or reduction. Your Portfolio will not pay any

additional amounts in respect of amounts withheldunder FATCA. You should consult your tax advisorregarding the effect of FATCA based on your individualcircumstances.

Foreign Tax Credit. If your Portfolio invests in anyforeign securities, the tax statement that you receivemay include an item showing foreign taxes yourPortfolio paid to other countries. In this case, dividendstaxed to you will include your share of the taxes yourPortfolio paid to other countries. If more than 50% ofthe value of 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 the Portfolio.

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PORTFOLIO OPERATING EXPENSES

General. The fees and expenses of your Portfoliowill generally accrue on a daily basis. Portfolio operatingfees and expenses are generally paid out of the IncomeAccount to the extent funds are available, and then fromthe Capital Account. The deferred sales charge,creation and development fee and organization costsare generally paid out of the Capital Account of yourPortfolio. It is expected that Securities will be sold topay these amounts which will result in capital gains orlosses to Unitholders. See “Taxation”. These sales willreduce future income distributions. The Sponsor’s,Supervisor’s and Trustee’s fees may be increasedwithout approval of the Unitholders by amounts notexceeding proportionate increases under the category“Services Less Rent of Shelter” in the Consumer PriceIndex for All Urban Consumers or, if this category is notpublished, in a comparable category.

Organization Costs. You and the other Unitholderswill bear all or a portion of the organization costs andcharges incurred in connection with the establishment ofyour Portfolio. These costs and charges will include thecost of the preparation, printing and execution of thetrust agreement, registration statement and otherdocuments relating to your Portfolio, federal and stateregistration fees and costs, the initial fees and expensesof the Trustee, and legal and auditing expenses. ThePublic Offering Price of Units includes the estimatedamount of these costs. The Trustee will deduct theseexpenses from your Portfolio’s assets at the end of theinitial offering period.

Creation and Development Fee. The 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 from

proceeds received upon a repurchase, redemption orexchange of Units before the close of the initial publicoffering period.

Trustee’s Fee. For its services the Trustee willreceive the fee from your Portfolio set forth in the “FeeTable” (which includes the estimated amount ofmiscellaneous Portfolio expenses). The Trustee benefitsto the extent there are funds in the Capital and IncomeAccounts since these Accounts are non-interest bearingto Unitholders and the amounts earned by the Trusteeare retained by the Trustee. Part of the Trustee’scompensation for its services to your Portfolio isexpected to result from the use of these funds.

Compensation of Sponsor and Supervisor.The Sponsor and the Supervisor, which is an affiliate ofthe Sponsor, will receive the annual fee for providingbookkeeping and administrative services and portfoliosupervisory services set forth in the “Fee Table”. Thesefees may exceed the actual costs of providing theseservices to your Portfolio but at no time will the totalamount received for these services rendered to allInvesco unit investment trusts in any calendar yearexceed the aggregate cost of providing these servicesin that year.

Miscellaneous Expenses. The following additionalcharges are or may be incurred by your Portfolio: (a)normal expenses (including the cost of mailing reportsto Unitholders) incurred in connection with the operationof the 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)expenses and costs of any action taken by the Trusteeto protect the Portfolio and the rights and interests ofUnitholders, (f) indemnification of the Trustee for anyloss, liability or expenses incurred in the administrationof the Portfolio without negligence, bad faith or wilfulmisconduct on its part, (g) foreign custodial andtransaction fees (which may include compensation paidto the Trustee or its subsidiaries or affiliates), (h) costsassociated with liquidating the securities held in thePortfolio, (i) any offering costs incurred after the end ofthe initial offering period and (j) expenditures incurred incontacting Unitholders upon termination of the Portfolio.

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Your Portfolio may pay the expenses of updating itsregistration statement each year.

Fund Expenses. Each Portfolio will also bear theexpenses of the underlying funds. While your Portfoliowill not pay these expenses directly out of its assets, anestimate of these expenses is shown in your Portfolio’s“Estimated Annual Expenses” in the “Fee Table” toillustrate the impact of these expenses. This estimate isbased upon each underlying fund’s annual operatingexpenses for the most recent f iscal year. Eachunderlying fund’s annual operating expense amount issubject 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 information aboutyour Portfolio are available on the EDGAR Database onthe SEC’s Internet site at http://www.sec.gov. Copies ofthis information may be obtained, after paying aduplication fee, by electronic request at the following e-mail address: [email protected] or by writing the SEC’sPublic Reference Section, Washington, DC 20549-0102.

TABLE OF CONTENTS

Title Page

Closed-End Strategy: Master Income Portfolio ......................................................... 2

Closed-End Strategy: Master Municipal Income Portfolio – National Series.................. 8

Closed-End Strategy: Value Equity and Income Portfolio............................................. 12

Closed-End Strategy: Covered Call Income Portfolio ......................................................... 18

Notes to Portfolios ............................................. 22Report of Independent Registered

Public Accounting Firm .................................. 23Statements of Condition ................................... 24The Portfolios .................................................... A-1Objectives and Securities Selection ................... A-2Closed-End Funds............................................. A-2Risk Factors ...................................................... A-2Public Offering ................................................... A-12Retirement Accounts ......................................... A-16Fee Accounts .................................................... A-16Rights of Unitholders ......................................... A-17Portfolio Administration...................................... A-20Taxation ............................................................. A-22Portfolio Operating Expenses............................. A-26Other Matters .................................................... A-27Additional Information ........................................ A-27

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

The information in this prospectus is not complete with respectto future Portfolio series and may be changed. No person maysell Units of future Portfolios until a registration statement is filedwith the Securities and Exchange Commission and is effective.This prospectus is not an offer to sell Units and is not solicitingan offer to buy Units in any state where the offer or sale is notpermitted.

U-EMSPRO2061

PROSPECTUS

July 1, 2020


Closed-End Strategy: Master Municipal Income Portfolio –

National Series 2020-3



Please retain this prospectus for future reference.

INVESCO

Documents

Closed-End Strategy: Master Income Portfolio 2020-3 Closed ... · and/or the value of the Portfolio’s investments. † Certain funds in the Portfolio invest in senior loans. Although