INVESCO QQQ TRUST, SERIES 1

DEF 14A 1 definitiveproxy.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

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Check the appropriate box:

(Names of Registrant as Specified In Its Charter)

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August 18 , 2025

Dear Shareholder:

We are writing to you to seek your help in modernizing the structure of Invesco QQQ Trust SM, Series 1 (the “Trust” or “QQQ”) in order to help optimize its operations and reduce its overall expense ratio. You are receiving this letter because you were a beneficial owner of shares of the Trust as of August 15, 2025 (the “Record Date”).

As more fully discussed below, we at Invesco believe that the time has come to modernize and optimize the way that QQQ operates, by changing it from a structure known as a unit investment trust (“UIT”) to the form of investment company employed by the vast majority of exchange traded funds (“ETFs”) on the market . Importantly, though, QQQ will continue to be an ETF and the transition will be seamless (and tax-free) for you. There will be one significant change upon completion of this effort : QQQ’s expense ratio will decrease. As a part of the modernization of QQQ, and based on information as of the Trust’s most recent fiscal year end, the Trust’s total expense ratio will decrease from a maximum of 20 basis points per year (i.e., 0.20% of QQQ’s average annual net assets) to 18 basis points per year (0.18% of QQQ’s average annual net assets ), which represents an estimated cost savings to the Trust and its shareholders of more than $70 million based on QQQ’s assets as of July 1, 2025.

QQQ is one of the earliest ETFs brought to market. When QQQ was created in 1999, it was structured to be classified as a UIT, which is a type of investment company under investment company laws and regulations. QQQ is operated pursuant to laws and rules pertaining to UITs under the Investment Company Act of 1940, as amended, as well as pursuant to an exemptive order from the Securities and Exchange Commission (“SEC”) . At the time of QQQ’s creation , UITs were the principal structure used for ETFs. Since that time, however, almost every ETF on the market has been organized to operate as a different type of investment company, generally referred to as an “Open-End Fund” ETF.

As we discuss more fully in the enclosed proxy statement, ETFs that operate as Open-End Funds have certain features that differentiate them from UIT ETFs that we at Invesco believe ultimately make the Open-End Fund structure a better ETF vehicle for shareholders. Open-End Fund ETFs are managed by an external investment adviser that can utilize certain tools in managing passive ETFs, such as flexible (or “custom”) redemption baskets, while UITs are operated pursuant to complex written rules that are rigid in application (and do not allow for flexible redemption baskets). Second, ETFs operated as Open-End Funds currently enjoy greater regulatory certainty. Most current SEC rules that are designed to protect shareholders and generally improve the investment experience that apply to ETFs are written with Open-End Fund structures in mind and are not applicable or required for UITs (even UIT ETFs). Invesco believes that this regulatory certainty provides inherent value for shareholders. In light of these benefits, we believe that the time has come to seek to convert QQQ from a UIT ETF to an Open-End Fund ETF. In doing so, we believe shareholders will have the opportunity to take advantage of genuine benefits flowing from the conversion.

Importantly, these changes will not change the key attributes of investing in QQQ: the Trust will continue to operate as an ETF and will continue to seek to track the investment results, before fees and expenses, of the Nasdaq-100 Index. The Trust’s performance history, its process of buying/selling shares (daily trading) and its investment exposures and risks will remain the same. Also, the conversion will not be a taxable event, so the transition for you, as a shareholder, will be seamless.

In order to implement the proposed changes, we will need your approval of three separate proposals, which will be considered at a special meeting of the shareholders of the Trust scheduled to be held on October 24, 2025, at 11:00 a.m., Central Time, at the offices of the Trust’s sponsor, Invesco Capital Management LLC (“ Invesco ”), 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515 (the “Meeting”).

These three proposals are:

The proposed conversion of QQQ from a UIT to an Open-End Fund will not occur unless shareholders approveall three proposals. Detailed information about the proposals is contained in the enclosed materials. Please review and consider the enclosed materials carefully, and then please take a moment to vote.

Attendance at the Meeting will be limited to beneficial owners of the Trust (i.e., shareholders of the Trust) as of the Record Date. Photographic identification will be required for admission to the Meeting. Whether or not you plan to attend the Meeting in person, your vote is needed. You are entitled to notice of, and to vote at, the Meeting and any adjournment of the Meeting, even if you no longer hold shares of the Trust. Your vote is important no matter how many shares you own. It is important that your vote be received no later than the time of the Meeting.

Voting is quick and easy. Everything you need to vote is enclosed. You may vote by: (i) attending the Meeting in person, (ii) signing, dating and mailing your proxy card in the enclosed postage-paid return envelope, (iii) calling the toll-free telephone number listed on your proxy card, or (iv) visiting the Internet website listed on your proxy card and following the instructions provided on the website. You may receive more than one set of proxy materials if you hold shares in more than one account. Please be sure to vote each proxy card you receive. If we do not hear from you, our proxy solicitor, Sodali & Co. Fund Services, may contact you. This will ensure that your vote is counted even if you cannot or do not wish to attend the Meeting in person.

Your vote is important to us. Thank you for your response and for your investment.

Sincerely,

Brian Hartigan

Chief Executive Officer

Invesco Capital Management LLC

NOTICE OF SPECIAL MEETING OF BENEFICIAL OWNERS

NOTICE IS HEREBY GIVEN that a special meeting of the beneficial owners of the shares of Invesco QQQ Trust SM, Series 1 (the “Trust”) will be held on October 24, 2025 at 11:00 a.m., Central Time, at the offices of the Trust’s sponsor, Invesco Capital Management LLC (“Invesco” or the “Sponsor”) , located at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515 (the “Meeting”). At the Meeting, beneficial owners of the Trust (“Shareholders”) will be asked to consider the following proposals (collectively, the “Proposals”) and to act upon any other business which may properly come before the Meeting or any adjournment or postponement thereof:

Invesco, the Sponsor of the Trust, believes that the Proposals are in the best interests of the Trust and its shareholders and therefore recommends that you approve each Proposal.

The proposed conversion of the Trust from a unit investment trust to an open-end management investment company will not occur unless shareholders approveall three Proposals. The Proposals are discussed in greater detail in the enclosed proxy statement. Please read the proxy statement carefully for information concerning the Proposals.

The person(s) named as proxies will vote in his or her discretion on any other business that may properly come before the Meeting or any adjournments or postponements thereof. If the necessary quorum to transact business is not present at the Meeting, the chair of the Meeting may adjourn the Meeting to a designated time and place to permit further solicitation of proxies, in accordance with applicable law and the Governing Instruments of the Trust. Even if quorum is present at the Meeting, the chair of the Meeting may adjourn the Meeting.

As of August 8, 2025, there were 634,150,000 shares of the Trust outstanding. Shareholders at the close of business on August 15, 2025 (the “Record Date”) are entitled to receive notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

Each Shareholder of the Trust as of the Record Date is invited to attend the Meeting in person. However, if you cannot be present at the Meeting, we urge you to complete, sign and date the enclosed proxy card, and return it in the accompanying postage-paid envelope as promptly as possible, or to take advantage of the telephonic or electronic voting procedures described on the proxy card.

Please notify us by calling 1-800-952-3502 if you plan to attend the Meeting. Shareholders who intend to attend the Meeting in person will need to bring proof of share ownership, such as a statement or letter from a custodian or broker-dealer confirming ownership, as of the Record Date, and a valid picture identification, such as a driver’s license or passport, for admission to the Meeting. Shareholders whose shares are held in “street name” through their broker will need to obtain a legal proxy from their broker and present it at the Meeting in order to vote in person. You may revoke your proxy at any time before or at the Meeting, and you may attend the Meeting to vote in person even though a proxy card already may have been returned. However, whether or not you expect to attend the Meeting in person, we urge you to complete, date, sign and return the enclosed proxy card in the enclosed postage-paid envelope or vote by telephone or through the Internet. If you have any questions about the foregoing information, you may call 1-800-886-4839.

Your vote is important to us. Thank you for taking the time to consider the Proposals.

Brian Hartigan

Chief Executive Officer

Invesco Capital Management LLC

August 18 , 2025

PROXY STATEMENT

for

PROXY STATEMENT

FOR THE SPECIAL MEETING OF BENEFICIAL OWNERS

TO BE HELD ON OCTOBER 24, 2025

INTRODUCTION

This proxy statement (“Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by Invesco Capital Management LLC, the sponsor of Invesco QQQ Trust SM, Series 1 (the “Trust” or “QQQ” ) to be voted at a special meeting of beneficial owners of the Trust to be held on October 24, 2025 at 11:00 a.m., Central Time, at the offices of the Trust’s sponsor, Invesco Capital Management LLC (“Invesco” or the “Sponsor”), located at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515, and at any adjournments or postponements thereof (the “Meeting”).

This Proxy Statement provides you with information you should review before voting on the matters listed in the Notice of Special Meeting of Beneficial Owners. Much of the information in this Proxy Statement is required under rules of the Securities and Exchange Commission (“SEC”). If there is anything you do not understand, you may call 1-800-886-4839 for assistance. This Proxy Statement, the Notice of Special Meeting of Beneficial Owners and related proxy card(s) are first being mailed to beneficial owners of the Trust (“Shareholders”) on or about August 25, 2025 .

Important Notice Regarding the Availability of Proxy Materials for the Meeting

This Proxy Statement and a copy of the proxy card (together, the “Proxy Materials”) are available at https:// proxyvotinginfo.com/p/qqq . The Proxy Materials will be available on this website through the day of the Meeting.

Notice Regarding the Trust’s Most Recent Shareholder Report

Copies of the Trust’s most recent annual report, including financial statements, have previously been mailed to Shareholders of the Trust . If you have not received such report or would like to receive an additional copy, without charge, a request should be directed to the Sponsor by calling 1-800-983-0903. These materials and other information about the Trust are also available at www.invesco.com/qqqproxy .

Householding

Householding is an option available to certain investors of the Trust. Householding is a method of delivery, based on the preference of the individual investor, in which a single copy of certain shareholder documents can be delivered to investors who share the same address, even if their accounts are registered under different names. Householding for the Trust is available through certain broker-dealers. If you currently are enrolled in householding, the Trust may mail only one copy of this Proxy Statement to you, unless the Trust has received contrary instructions. The consolidation of these mailings benefits the Trust through reduced mailing expenses. If a Shareholder wants to receive multiple copies of these materials, the Shareholder should contact their broker-dealer.

Proposals

The Meeting is being called to ask Shareholders as of the Record Date (defined below) to consider the following proposals (collectively, the “Proposals”), which are described more fully below:

Voting at the Meeting

As of August 8, 2025, there were 634,150,000 shares of the Trust outstanding. Shareholders of the Trust’s shares at the close of business on August 15, 2025 (the “Record Date”) are entitled to vote at the Meeting and any adjournments or postponements thereof. Outstanding shares as of the Record Date are entitled to one vote per share, and a proportional vote for each fractional share, if any, with respect to each Proposal, with no share having cumulative voting rights. A quorum is necessary to hold a valid meeting. The voting and quorum requirements for the Proposals are described below.

Please notify us by calling 1-800-952-3502 if you plan to attend the Meeting. Shareholders who intend to attend the Meeting in person will need to bring proof of share ownership, such as a shareholder statement or letter from a custodian or broker-dealer confirming ownership, as of the Record Date, and a valid picture identification, such as a driver’s license or passport, for admission to the Meeting. Shareholders whose shares are held in “street name” through their broker will need to obtain a legal proxy from their broker and present it at the Meeting in order to vote in person.

The Trust does not know of any business other than the Proposals that will, or is proposed to, be presented for consideration at the Meeting. If any other matters are properly presented, the person(s) named on the enclosed proxy card shall vote proxies in accordance with their best judgment.

TO ASSURE THE PRESENCE OF A QUORUM AT THE MEETING, PLEASE PROMPTLY EXECUTE AND RETURN THE ENCLOSED PROXY CARD. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. ALTERNATIVELY, YOU MAY VOTE BY TELEPHONE OR THROUGH THE INTERNET AT THE NUMBER OR WEBSITE ADDRESS PRINTED ON THE ENCLOSED PROXY CARD.

INVESCO BELIEVES THAT THE PROPOSALS ARE IN THE BEST INTERESTS OF THE TRUST AND ITS SHAREHOLDERS AND THEREFORE RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS

Below is a brief overview of the Proposals, as well as information regarding the Meeting and how you may vote your shares . Your vote is important, no matter how large or small your holdings may be. Please read the full text of this Proxy Statement, which contains additional information about the Proposals, and keep it for future reference.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

PROPOSAL 1: APPROVE AMENDMENTS TO THE TRUST’S GOVERNING INSTRUMENTS

WHAT IS BEING REQUESTED OF ME?

Shareholders of the Trust are being asked to approve amendments to the Trust’s Governing Instruments, which will have the effect of converting the Trust’s classification under the 1940 Act from a UIT to an open-end management investment company, which is sometimes referred to as an “ Open-End Fund .” The change in the Trust’s 1940 Act classification from a UIT to an Open-End Fund will not materially change the Trust’s day-to-day operations from a shareholder perspective. In other words, the Trust will continue to operate as an exchange-traded fund (an “ETF”) and will continue to seek to track the investment results, before fees and expenses, of the Nasdaq-100 Index, its underlying index (the “Index”).

WHAT WILL BE THE IMPACT TO THE TRUST IF SHAREHOLDERS APPROVE THE AMENDMENTS?

As explained more fully below, the amendments to the Governing Instruments and resulting conversion of the Trust from a UIT to an Open-End Fund will provide the Trust with certain operational benefits afforded to Open-End Funds that are not currently available to UITs. In particular, as an Open-End Fund , the Trust will have greater operational flexibility, greater regulatory certainty, and the ability to engage in securities lending (subject to approval and oversight of the board of trustees) and it also will experience financial benefits in the form of a lower expense ratio.

It is not anticipated that the amendments and consequent conversion to an Open-End Fund will result in any disruption to the Trust’s operations. The conversion to an Open-End Fund also will not result in any changes to the Trust’s investment objective. As noted above, the Trust will continue to operate as an ETF and will continue to seek to track the investment results, before fees and expenses, of the Index.

WILL THESE AMENDMENTS AND/OR THE OTHER PROPOSALS CREATE A TAXABLE EVENT FOR ME?

No. It is a condition to closing of the amendments that Invesco receive an opinion from Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) to the effect that either (i) no gain or loss should be realized by the Trust or any beneficial owner of shares of the Trust solely as a result of the amendments and the reclassification of the Trust, or (ii) the amendments and the reclassification should individually or together constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, in which each shareholder and the Trust generally recognizes no gain or loss. Assuming the amendments and reclassification are treated in accordance with the Skadden opinion, the amendments and reclassification will not be a taxable event for the Shareholders or the Trust itself. The opinion of Skadden will be based on U.S. federal income tax law in effect at the time of the adoption of the amendments. In rendering its opinion, Skadden will also rely upon certain representations of the Sponsor and assume, among other things, that the amendments will be consummated in accordance with the operative documents and as described herein. An opinion of counsel is not binding on the IRS or any court.

PROPOSAL 2: APPROVE THE ELECTION OF TRUSTEES

WHAT IS THE ROLE OF THE BOARD OF TRUSTEES?

An Open-End Fund is governed by a board of trustees, which has oversight responsibility for the management of such fund’s business affairs. The board of trustees establishes procedures, and it oversees and reviews the performance of the fund’s investment adviser, the distributor, and others who perform services for the fund. Shareholders will be asked to approve the election of a board of trustees for the Trust contingent upon the approval of Proposals 1 and 3, the former of which will allow the Governing Instruments to be amended to (among other things) replace the existing Trustee ( defined below ) with a slate of individual trustees.

WHO ARE THE TRUSTEE NOMINEES, AND HOW WERE THEY SELECTED FOR ELECTION?

Shareholders are being asked to approve the election of 9 trustees (the “Trustee Nominees”) to the board of the Trust following the amendment of the Governing Instruments replacing the existing Trustee (a bank) with a slate of individual trustees. Each of the Trustee Nominees standing for election are presently members of the boards of trustees (collectively, the “ETF Board”) of six other ETF trusts advised by Invesco: Invesco Exchange-Traded Fund Trust (“Trust I”), Invesco Exchange-Traded Fund Trust II (“Trust II”), Invesco India Exchange-Traded Fund Trust (“India Trust”), Invesco Actively Managed Exchange-Traded Fund Trust (“Active Trust”), Invesco Actively Managed Exchange-Traded Commodity Fund Trust (“Commodity Trust”) and Invesco Exchange-Traded Self-Indexed Fund Trust (“Self-Index Trust,” and collectively with Trust I, Trust II, India Trust, Active Trust and Commodity Trust, the “Invesco ETF Trusts” and each, an “Invesco ETF Trust”).

Invesco considered the qualifications of the prospective board members and recommends that the Shareholders of the Trust approve the election of each of the Trustee Nominees to serve on the Trust’s board following the amendment of the Governing Instruments replacing the existing Trustee (a bank) with a slate of individual trustees. Biographical information on each of the Trustee Nominees is provided in this Proxy Statement under Proposal 2.

WHAT WILL HAPPEN TO THE EXISTING TRUSTEE?

As a UIT, the Trust does not currently have a board of trustees. Instead, it has a bank trustee – Bank of New York Mellon (“BNY” or the “Trustee”) – that ensures that the Trust is operated in accordance with the terms of the Governing Instruments and, in addition to customary trustee duties, essentially acts as custodian, administrator and transfer agent for the Trust. Upon a successful conversion of the Trust from a UIT to an Open-End Fund, BNY will cease to serve as trustee and, assuming approval by the newly constituted board of the Trust, instead will serve as the Trust’s custodian, administrator, and transfer agent in the same capacity that it does for the Invesco ETF Trusts.

PROPOSAL 3: APPROVE THE INVESTMENT ADVISORY AGREEMENT WITH INVESCO

WHY ARE SHAREHOLDERS BEING ASKED TO APPROVE THIS AGREEMENT?

An Open-End Fund generally is managed pursuant to an investment advisory agreement with an investment adviser that is registered with the SEC. Such advisory agreement is subject to approval by fund shareholders. If Shareholders approve Proposal 1 to amend the Trust’s Governing Instruments, resulting in the conversion of the Trust from a UIT to an Open-End Fund , the Trust will need to be managed by an adviser pursuant to such an investment advisory agreement. Consequently, Invesco is proposing to serve as the Trust’s investment adviser pursuant to an investment advisory agreement between Invesco and the Trust (the “Advisory Agreement”). Under the Advisory Agreement, if approved, Invesco will provide a continuous investment program for the Trust, subject to the supervision and direction of the Trust’s board of trustees. Invesco currently serves as investment adviser to the Invesco ETF Trusts. Additional information about Invesco, including its capability as an investment adviser, is provided in this Proxy Statement under Proposal 3.

HOW WILL THE ADVISORY AGREEMENT AFFECT ME AS A SHAREHOLDER?

It is not anticipated that the approval of the Advisory Agreement will result in any disruption to the Trust’s operations, including the shareholder experience in buying/selling QQQ shares. The Trust’s investment objective will not change if the Advisory Agreement is approved. Invesco currently serves as Sponsor to the Trust and BNY, as the Trust’s current trustee , has delegated to Invesco trading authority (including for rebalancing the Trust’s portfolio), valuation obligations, and the calculation of the Trust’s net asset value (“NAV”) , which Invesco will continue to do after the conversion. Invesco, serving as an investment adviser, would manage the Trust’s portfolio of securities in pursuit of the Trust’s investment objective in exchange for compensation paid by the Trust.

Importantly, it is anticipated that the proposed fee structure charged by Invesco under the Advisory Agreement will result in overall lower fees and expenses than the Trust’s current fee structure. Information regarding the proposed Advisory Agreement and fees is provided in this Proxy Statement under Proposal 3.

ADDITIONAL QUESTIONS AND ANSWERS REGARDING ALL PROPOSALS

HOW DOES INVESCO RECOMMEND THAT SHAREHOLDERS VOTE?

Because Invesco believes that the Proposals are in the best interests of the Trust and its shareholders, Invesco recommends that Shareholders vote “FOR” all three Proposals.

WHAT HAPPENS IF SHAREHOLDERS DO NOT APPROVE THE PROPOSALS?

If Shareholders do not approve the changes outlined in Proposal 1, the currently effective Governing Instruments will remain unchanged, and the Trust will continue to operate as a UIT with its current fee structure and expense ratio. Additionally, Proposal 2 and Proposal 3 are contingent upon Shareholders approving the changes outlined in Proposal 1. If Shareholders do not approve Proposal 1, then both Proposal 2 and Proposal 3 will be void, regardless of votes received in favor of such Proposals. If Shareholders approve the changes outlined in Proposal 1, and either of Proposal 2 or Proposal 3 receives an unfavorable vote, the changes set forth in Proposal 1 will not take effect.

In other words, the proposed changes will only take effect if all three Proposals are approved by Shareholders. If Shareholders do not approve any Proposal, the conversion will not occur.

HOW WILL THE PROPOSALS POTENTIALLY BENEFIT INVESCO AND/OR BNY, AND WILL THE PROPOSALS CREATE ANY NEW RISKS FOR QQQ?

If the Proposals are approved, Invesco will, and BNY may, gain certain enhanced benefits, resulting in potential conflicts for QQQ, as described below. Invesco believes that despite the benefits that will flow to Invesco (or BNY ), as well as accompanying risks, the Proposals are nonetheless in the best interest of the Trust and its Shareholders.

Benefits to Invesco and Risks Associated with the Advisory Agreement

If the Proposals are approved, the Trust’s fees and expenses will move from a non-unitary approach (where all expenses of the Trust are paid separately and directly by the Trust ) to that of a unitary fee that the Trust will pay to Invesco, as adviser to the Trust. Out of that unitary fee, Invesco will pay substantially all of the ordinary expenses of the Trust, including custodian, administrative and transfer agency fees to BNY, as more fully described below. This is a significant change in the expense structure of the Trust and one that will benefit Invesco in the form of revenue and potential profits (neither of which currently are available to Invesco in its present role as Sponsor to the Trust while the Trust operates as a UIT). For example, under QQQ’s current structure as a UIT, Invesco may be reimbursed from the Trust for certain Marketing Expenses (as defined later in this proxy statement) (up to an expense cap) . Upon the conversion of QQQ from a UIT to an Open-End Fund, under the Advisory Agreement between the Trust and Invesco, as its adviser, any marketing of the Trust , including Marketing Expenses, would not be paid by the Trust. Instead, such expenses would be borne entirely by Invesco out of Invesco’s own resources. Importantly, such Marketing Expenses are not elements of the unitary fee itself. Consequently, any expenditure by Invesco to market the Trust would be a direct expense of the adviser and would inherently lower Invesco’s revenue (and potential profit). Although Invesco anticipates that it will continue to market the Trust to potential shareholders to the extent it believes appropriate and beneficial to both the Trust (in the form of increasing the Trust’s scale) and Invesco (in the form of increasing the assets of the Trust on which Invesco will earn a fee), Invesco will nonetheless have an embedded disincentive to do so, particularly in comparison to the Trust’s current state. Accordingly, it is likely that the overall extent of the marketing of the Trust (and potential benefits of such marketing to existing shareholders) will decrease significantly. However, Invesco believes that at the Trust’s current size and scale, any potential negative impacts associated with less marketing of the Trust will be more than offset by the benefits realized by Shareholders through the lower expense ratio (0.18% as compared to 0.20%).

Benefits to Invesco and the Trustee, As Well As Risks and Potential Conflicts, Associated with Securities Lending

If Shareholders approve the Proposals , and if the new board of the Trust appoints BNY as custodian, administrator and transfer agent , Invesco and BNY may also enjoy certain benefits related to securities lending (if QQQ engages therein). Under its current UIT structure, QQQ is prohibited from engaging in securities lending, but as an Open-End Fund, such prohibition would cease to apply. Although securities lending, and the ability of the Trust to earn income therefrom, are one of the benefits of pursuing the Proposals, it nonetheless represents potential financial benefits for Invesco and BNY, since it will compensate Invesco above the amount of the unitary fee and BNY above the compensation it receives from Invesco out of Invesco’s unitary fee. Pursuant to the securities lending program currently utilized by other Invesco ETFs (which are under the purview of a similarly structured board of trustees that Invesco is proposing for QQQ), both Invesco Advisers, Inc. (an affiliate of the Sponsor) and BNY serve as securities lending agents . In providing such services to the Invesco ETFs, both Invesco and BNY are compensated in the form of fees or a revenue split with the applicable Invesco ETF(s). If the board of trustees of QQQ (once established) were to approve QQQ utilizing the securities lending program in existence for the other Invesco ETFs, Invesco and BNY will be similarly compensated (in accordance with the Custodian, Administration and Transfer Agent Agreements described below).

Although Invesco believes that it has appropriate policies and controls in place to mitigate any risks associated with securities lending, such risks nonetheless exist. Securities lending involves a risk of loss because the borrower may fail to return the securities in a timely manner or at all. If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, QQQ could experience delays and costs in recovering securities loaned or gaining access to the collateral. If QQQ is not able to recover the securities loaned, QQQ may sell the collateral and purchase a replacement security in the market. Lending securities would entail a risk of loss to QQQ if, and to the extent that, the market value of the loaned securities increases and the collateral is not increased accordingly. Securities lending also involves exposure to operational risk (the risk of loss resulting from errors in the settlement and accounting process) and “gap risk” (the risk that the return on cash collateral reinvestments will be less than the fees paid to the borrower).

Benefits to Invesco and Risks Associated with Utilizing Invesco’s Affiliated Broker for Portfolio Transactions

Currently, the Trustee has delegated trading authority for the Trust to Invesco pursuant to the terms of a delegation agreement. Under this delegation, Invesco (including its affiliates) is responsible for, among other things, directing securities transactions to brokers or dealers for execution on behalf of the Trust. In accordance with the terms of the delegation agreement (and the existing Governing Instruments), Invesco is required to direct the Trust’s securities transactions only to brokers or dealers from which Invesco expects to receive the best execution of orders , which may include affiliates of BNY (but not affiliates of Invesco) .

If the Proposals are approved, Invesco will still have a duty to seek “best execution,” but it will be allowed to direct the Trust’s securities transactions to brokers or dealers that are affiliated with Invesco, which is currently not allowed under the UIT structure. To the extent Invesco does so, it will receive compensation (in the form of brokerage commissions). Such compensation may create a conflict of interest for Invesco between its duty to seek best execution, on the one hand, and its ability to generate fees through affiliated brokers or dealers, on the other. To mitigate this risk, Invesco has established a commission schedule under the oversight of the ETF Board to ensure that Invesco discharges its best execution duties when placing transactions with an affiliate. In addition, if the Proposals are approved, the Trust and its board would be expected to comply with certain regulatory requirements, including, for example, Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, which are designed to ensure that such commissions do not exceed usual and customary broker commissions.

Potential Risks of Changing QQQ’s Governance and Oversight Model

Currently, the Trustee conducts the operation of QQQ in strict adherence to the rigid provisions of the Governing Documents. Further, the Trustee provides general oversight of QQQ’s activities to ensure compliance with applicable laws, regulations and trustee duties. If the Proposals are approved, QQQ’s governance model will change in two key respects: (1) instead of having a bank serve as institutional trustee, QQQ would be overseen by a board of individual trustees in accordance with the 1940 Act , and (2) QQQ would be managed by an external investment adviser.

Both features – having a board of individual trustees and management by an external investment adviser pursuant to an advisory agreement – are common among the vast majority of Open-End Funds in the United States today. Importantly, Invesco believes that these features will benefit the Trust. A board of trustees that complies with the 1940 Act (including provisions relating to board independence and review of investment advisory agreements) is a comprehensive and robust governance framework that operates in the best interest of investment company shareholders . Similarly, investment advisory services provided to the Trust by an investment adviser that is registered under, and subject to the requirements, duties and responsibilities of, the Investment Advisers Act of 1940, as amended, likewise provides an effective governance framework designed to benefit fund shareholders.

Nevertheless, if the Proposals are approved by shareholders, QQQ’s governance model would move away from its current structure, which provides limited discretion on the part of an institutional trustee, to a structure that permits discretionary actions to be taken by the board of trustees in accordance with the terms of the governing instruments and the board of trustee’s informed business judgment. This change may allow the Trust to take actions it is not presently able to do, which could introduce new governance and oversight risks that are not presently experienced by the Trust and its Shareholders. Additionally, although Invesco, in its role as investment adviser, would be required to act in conformity with the Governing Instruments, the Advisory Agreement and directions of the board of trustees, and must comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations, Invesco will earn a fee from the Trust for the provision of such services and therefore may have interests that do not always align with those of the Trust. This change may introduce new risks of conflict that are not presently experienced by the Trust and its Shareholders.

DESPITE THE CLEAR FINANCIAL AND “FALL-OUT” BENEFITS TO INVESCO AS A RESULT OF SHAREHOLDERS APPROVING THE PROPOSALS, INVESCO NONETHELESS BELIEVES THAT THE PROPOSALS ARE IN THE BEST INTERESTS OF THE TRUST AND ITS SHAREHOLDERS AND THEREFORE RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.

HOW CAN I FIND MORE INFORMATION ON THE PROPOSALS?

If you would like more information or have any questions regarding the Proposals, please contact the 24-hour Automated Investor Line at 1-800-246-5463 or visit

www.invesco.com/qqqproxy .

ADDITIONAL INFORMATION REGARDING PROCEDURES TO VOTE

How do I provide my vote?

Whether you plan to attend the Meeting or not, we urge you to complete, sign and date the enclosed proxy card and to return it promptly in the envelope provided. Returning the proxy card will not affect your right to attend the Meeting or to vote at the Meeting if you choose to do so. If you properly complete and sign your proxy card and send it to us in time to vote at the Meeting, your “proxy” (the individual(s) named on your proxy card) will vote your shares as you have directed. If you sign your proxy card but do not specify how to vote your shares, your proxy will vote your shares “FOR” each Proposal, as recommended by Invesco, and in accordance with the judgment of your proxy on other matters.

Proxies marked “ABSTAIN” will not be voted “FOR” a Proposal but will be counted for purposes of determining whether a quorum is present and therefore will have the same effect as a vote “AGAINST”

the Proposal. The Sponsor does not intend to implement any of the changes unless all three Proposals (Proposal 1, Proposal 2 and Proposal 3) are approved.

Your proxy will have the authority to vote and act on your behalf at any adjournment or postponement of the Meeting.

What is the deadline to submit my proxy by mail, telephone or the internet?

If you choose to vote by proxy, we must receive your proxy in time to be voted at the Meeting or any adjournments or postponements thereof, which means the proxy must be received prior to the closing of the polls of the Meeting or any adjournment or postponements thereof. All proxies must be delivered to the Sponsor before being voted. As a general matter, a proxy submitted by mail must generally be sent 10 days in advance of the Meeting to be received and processed, while a proxy submitted via phone or the internet must generally be submitted by 12 a.m. Eastern Time the day before the Meeting to be deemed received. To ensure we receive your proxy in time, we urge you to mail your proxy card or record your voting instructions by telephone or via the internet today.

How do I vote by telephone or the internet?

You may vote your shares by telephone or through a website established for that purpose by following the instructions that appear on your proxy card accompanying this Proxy Statement.

May I revoke a previously authorized proxy ?

If you authorize a proxy to vote for you, you may revoke the authorization at any time before it is voted at the Meeting . You can do this in one of the following ways:

• You may send in a subsequent proxy with a later date.

• You may deliver a written notice to the Trust stating that the proxy is revoked, or file a revocation via any electronic, telephonic, computerized or other alternative means.

• You may call the telephone number or visit the website that appears on your proxy card.

• You may provide written notice of the death or incapacity of the maker of the proxy to the Trust.

• You may vote at the Meeting by following the instructions herein and on your proxy card.

ADDITIONAL INFORMATION REGARDING VOTING AT THE MEETING

Will any other matters be voted on at the Meeting?

Invesco is not aware of any matters to be presented at the Meeting other than the Proposals discussed in this Proxy Statement. If any other matters are properly presented, the person(s) named as proxies for shareholders submitting their vote on the Proposals via proxy card shall vote proxies in accordance with their best judgment.

What is the quorum requirement?

A quorum of shareholders is necessary to hold a valid meeting. A quorum for the Meeting shall exist if Shareholders entitled to vote at least 50% of the issued and outstanding shares of the Trust on the Record

Date are present at the Meeting , either in person or by proxy. Abstentions and broker non-votes (if any) will count as shares present at the Meeting for purposes of establishing a quorum.

What is a “broker non-vote”?

Broker non-votes arise when shares are held by brokers or nominees, typically in “street name,” and (i) instructions have not been received from the Shareholders or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter. Because the Proposals may be considered non-routine, it is expected that broker-dealers, in the absence of specific authorization from their customers, will not have discretionary authority to vote any shares held beneficially by their customers, and therefore there are unlikely to be any broker non-votes at the Meeting.

Could there be an adjournment of the Meeting?

In the event that the necessary quorum is not present at the Meeting, the chair of the Meeting may adjourn the Meeting to a designated time and place to permit further solicitation of proxies, in accordance with applicable law. Even if a quorum is present at the Meeting, the chair of the Meeting may adjourn the Meeting. A meeting may be adjourned from time to time without further notice to shareholders. If, however, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be sent to each shareholder of record as of the new record date entitled to notice of the meeting.

What is the vote necessary to approve the Proposals?

Due to differing controlling documents, laws and regulations (as applicable), each Proposal has a different voting standard that is necessary for approval. Approval of Proposal 1 requires the approval of at least 51% of the Trust’s outstanding shares. Approval of Proposal 2 requires the affirmative vote of a plurality of votes cast. Approval of Proposal 3 requires the lesser of (a) the affirmative vote of 67% or more of the voting securities present, if the holders of more than 50% of the outstanding voting securities of the Trust are present or represented by proxy, or (b) the affirmative vote of more than 50% of the outstanding voting securities of the Trust. There is no cumulative voting with respect to the election of trustees or any other matter.

Abstentions and broker non-votes (if any) are counted as votes present for purposes of achieving a quorum but are not considered votes cast at the Meeting. As a result, they have the same effect as a vote “AGAINST” Proposal 1 and Proposal 3 because approval of these Proposals requires the affirmative vote of a percentage of the Trust’s voting securities present or represented by proxy or a percentage of the outstanding voting securities.

The Sponsor does not intend to implement the changes unless all three Proposals (Proposal 1, Proposal 2 and Proposal 3) are approved. In other words, the success of each Proposal is dependent upon the success of all other Proposals, and the changes will not occur if any Proposal is not approved.

How will proxies be solicited and who will pay?

The expenses of preparing, printing and mailing the Proxy Materials and all other costs in connection with the solicitation of proxies for the Proposals will be borne by the Trust. The Trust will also reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation materials to the Shareholders of the shares of the Trust. In order to obtain the necessary quorum at the Meeting, additional solicitation may be made by mail, telephone, facsimile or personal interview by representatives of Invesco or its affiliates and by dealers or their representatives. The Trust has also retained Sodali & Co. Fund Services (“SFS”) to assist in any additional proxy solicitation. The estimated cost of solicitation by SFS and other proxy related costs is approximately $ 38,312,320 . These costs are estimates only and are subject to change.

Under the agreement between SFS and the Trust , SFS will be paid telephone solicitation expenses incurred for reminder calls, outbound telephone voting, confirmation of verbal votes, inbound telephone contact, answering messages, and obtaining Shareholders ’ telephone numbers, and expenses incurred for immediate action letters and providing additional materials upon shareholder request. The agreement also provides that SFS shall be indemnified against certain liabilities and expenses, including liabilities that could arise under the federal securities laws.

PROPOSAL 1: APPROVAL OF AMENDMENTS TO THE TRUST INDENTURE AND AGREEMENT AND STANDARD TERMS AND CONDITIONS OF TRUST

At the Meeting, Shareholders of the shares of the Trust will be asked to approve amendments to the Trust’s Governing Instruments that, when implemented, would permit the Trust to change its classification under the 1940 Act from a UIT to an open-end management investment company (defined previously as an “Open-End Fund”) .

Background of the Proposal: Existing Structure and Proposed Conversion

The Trust is organized under the laws of the state of New York pursuant to a Trust Indenture and Agreement, dated March 4, 1999, and as subsequently amended (“Trust Indenture”), and is further governed by Standard Terms and Conditions of Trust, effective March 4, 1999, and as subsequently amended (“Standard Terms and Conditions,” and together with the Trust Indenture, previously defined herein as “Governing Instruments”). The Trust is registered as an investment company under the 1940 Act. Because the Trust is organized under the Trust Indenture and has no board of directors, it is classified as a UIT under the 1940 Act. The Governing Instruments set forth the specific terms of the operation and administration of the Trust, including with respect to Trust investments, transactions in shares of the Trust, and responsibilities of the Trust’s sponsor and trustee. The Trust also operates as an ETF pursuant to exemptive relief granted by the SEC (the “Exemptive Order”).

At the time the Trust was organized, the UIT structure was the principal type of investment company used to form ETFs. However, over time, new ETFs have uniformly migrated to being organized under the 1940 Act as Open-End Funds. Unlike UITs, which are operated strictly in accordance with the terms of their governing instruments, Open-End Funds, including those that operate as ETFs, possess greater operational flexibility under their governing documents.

While Invesco believes that the Trust’s structure as a UIT remains operationally feasible, Invesco believes that operating the Trust in a manner that will change its classification from a UIT into an Open-End Fund is appropriate, and in the best interest of Shareholders, particularly given the Trust’s significant growth since it was organized, and that the resulting operation of the Trust will benefit the Trust’s Shareholders. In particular, Invesco believes that converting the Trust from a UIT to an Open-End Fund will allow the Trust to enjoy (1) greater operational flexibility and (2) greater regulatory certainty. Invesco also anticipates that an Open-End Fund structure will result in significant financial benefits to the Trust’s shareholders. More information on these potential benefits is provided below.

Because the Governing Instruments currently require that the Trust be operated in a manner that results in it being classified as a UIT, the Governing Instruments themselves must be amended to permit the Trust to be operated and classified as an Open‑End Fund. Therefore, if Shareholders approve Proposal 1 , the Governing Instruments will be amended to modify the principal aspects of the Governing Instruments that result in the Trust being classified as a UIT, and instead will establish an operating structure for the Trust that is substantially similar to those of ETFs organized as Open-End Funds. As proposed , the amended Governing Instruments will be substantially similar in nature to the governing documents of the Invesco ETF Trusts, except for certain provisions of the Governing Instruments related to the securities that can be acquired by the Trust (and related provisions) , which will remain unchanged. The proposed form of the amended Governing Instruments for the Trust is attached hereto as Appendix A. If Proposal 1 is approved and implemented , the Trust also will adopt by-laws that govern activities of the Trust’s board of trustees, the

Trust’s shareholders, and other such matters typical for Open-End Funds , including any required policies and procedures related to its operations and compliance. Such additional changes do not require approval by the Trust’s shareholders and therefore are not included in this Proxy Statement. In addition, the Trust’s registration statement will be amended and filed on the form required for registration statements of Open-End Funds. The converted Trust, as an Open-End Fund, will expressly adopt the UIT registration statement as its own for purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934 immediately after the conversion and will include disclosure of that adoption on its amended registration statement consistent with Rule 414(d) under the Securities Act of 1933.

The proposed amendments to the Governing Instruments will cause the replacement of BNY as the Trust’s trustee and appoint a slate of individuals, as successor trustees, to constitute the Board of Trustees of the Trust (the “Board”) . BNY will be appointed by the new Board to provide the custodial, administrative and transfer agency services to the Trust that it currently provides as trustee, pursuant to written agreements to be entered into with the Trust. In this regard, BNY will provide services to the Trust that are substantially similar to those that it currently provides to the Invesco ETF Trusts. Invesco believes that such changes will not result in any material reduction in overall operation and servicing of the Trust and are in the best interest of Shareholders.

The Trust will not recognize a taxable gain or loss as a consequence of these changes, nor will the shareholders of Trust recognize a taxable gain or loss as a result of continuing to hold their shares during and after the reclassification.

Because a UIT is defined in the 1940 Act as an investment company that, among other things, does not have a board of directors or trustees, these amendments to the Governing Instruments, if approved and implemented, will have the effect of automatically converting the Trust’s classification under the 1940 Act from a UIT to an Open-End Fund. In other words, if Proposal 1 is approved and a board of trustees is seated, as described in Proposal 2, the Trust will automatically become an Open-End Fund.

As an Open-End Fund that does not propose to be internally managed, the Trust also will be required under the 1940 Act to be advised by a registered investment adviser pursuant to an investment advisory agreement. Invesco, the Trust’s Sponsor, is an SEC-registered investment adviser that currently serves as the investment adviser to more than 200 Open-End Funds registered under the 1940 Act and that operate as ETFs. These ETFs make up the Invesco ETF Trusts. Consequently, Invesco proposes to serve as investment adviser to the Trust, subject to approval by Shareholders , as described more fully under Proposal 3.

All three Proposals must be approved for the changes discussed herein to take effect. Therefore, Proposal 1 will not be implemented unless both Proposal 2 and Proposal 3 are also approved by Shareholders.

Benefits of an Open-End Fund Structure

Invesco believes that changing the classification of the Trust under the 1940 Act to an Open-End Fund will benefit the Trust’s shareholders. In particular, were the Trust to operate as an Open-End Fund , it would enjoy, relative to its current UIT structure: ( 1) greater operational flexibility; and ( 2) greater regulatory certainty. Invesco also anticipates that an Open-End Fund structure will result in significant financial benefits to the Trust’s shareholders.

Greater Operational Flexibility

As a UIT, the Trust operates strictly as permitted by its Governing Instruments, as well as the Exemptive Order. Invesco believes that an Open-End Fund structure will expand the Trust’s flexibility beyond what is currently permitted by its Governing Instruments in a manner that will benefit Trust shareholders. For example, under the Governing Instruments, the Trust, in seeking to track the performance of the Index, may only do so by transacting in baskets of securities that are components of the Index, with such securities in approximately the same weightings as they are represented in the Index. Under the Governing Instruments, the trustee has no discretion to cause the Trust to invest outside of this approach, except in limited circumstances to comply with certain Internal Revenue Code requirements for tax treatment as a regulated investment company.

In contrast, an Open-End Fund operating as an ETF has greater flexibility when seeking to track an underlying index. For example, such an ETF may, under certain circumstances, sell its shares in return for a basket of securities (an in-kind transaction) that is not a full replication of the fund’s current holdings (referred to as flexible, or “custom” baskets). This flexibility can be beneficial to a fund if, for example, its underlying index has a very large number of securities, or if certain securities in an underlying index are difficult to acquire. If the Trust converts to an Open-End Fund, it will no longer rely on the provisions in the Exemptive Order and will instead operate as an ETF pursuant to the requirements of Rule 6c-11 under the 1940 Act.

Greater Regulatory Certainty

As discussed above, at the time of the Trust’s organization, the UIT structure was the principal type of investment company used to form ETFs. However, over time, new ETFs have increasingly, and in recent years, uniformly, been organized as Open-End Funds. As the SEC continues to promulgate rules that impact Open-End Funds and the investment management industry as a whole, ETFs organized as UITs have largely been excluded from their applicability, given the small number of UIT ETFs in operation and the demonstrated lack of industry interest to launch new ETFs formed as UITs. These important regulatory developments, however, are intended to protect and benefit investors. Converting to an Open-End Fund will allow the Trust to take advantage of the same protections and benefits available to the majority of the ETF industry.

For example, the SEC recently adopted rules requiring Open-End Funds to transmit tailored shareholder reports to shareholders. These reports are intended to be a concise and visually engaging way to highlight key information to shareholders about their investments in a fund. However, the SEC specifically excluded ETFs organized as UITs from the scope of these rules; therefore, such ETFs, including the Trust, do not use the tailored shareholder report form.

Further, ETFs organized as UITs are required to transmit only an annual shareholder report covering the full fiscal year, whereas Open-End Funds must also transmit a semi-annual report covering a fiscal half-year. Additionally, prospective shareholders and existing shareholders contemplating additional investment in UIT ETFs may only receive and consult full-length prospectuses, whereas Open-End Funds additionally offer tailored, summary prospectuses. Invesco believes that converting the Trust to an Open-End Fund, thereby subjecting it to requirements to provide additional opportunities to learn about the Trust and its investments, will be a benefit to Shareholders.

Significant Financial Benefits

The Open-End Fund structure also provides for additional potential financial and performance benefits. As discussed above, the Trust’s activities are strictly governed by its Governing Instruments, the terms of which are more restrictive than what is permitted for Open-End Funds. For example, the Trust is unable to engage in securities lending, which can be a significant source of additional revenue for Open-End Funds that engage in such lending and can help to offset the effects of tracking error against the Index . Further, the Trust is presently required by its Governing Instruments to hold all income it receives from its investments in uninvested cash until ultimately such cash is distributed to Shareholders. This requirement creates “cash drag” and potential tracking error for the Trust , which can detract from Trust performance when compared to an Open-End Fund that is permitted to reinvest cash dividends in portfolio holdings prior to distributions.

Additionally , the Trust’s fee structure currently is capped at a particular level and is comprised of various operating expense items; in contrast, many Open-End Fund ETFs employ “ unitary fee ” structures, and consequently benefit from an “all-in” fee, where the ETF pays a management fee to its adviser and the adviser then pays for substantially all other operating expenses of the fund out of such unitary fee . Moreover, as an Open-End Fund, the Trust would become subject to the provisions of the 1940 Act that apply to Open-End Funds with respect to advisory agreements, including that the management fee would be subject to annual review by the Trust’s board of trustees. During such annual review, the trustees would be required to make a finding that the management fee being charged to the Trust remains reasonable and appropriate.

Moreover, as described above, BNY has delegated to Invesco trading authority for the Trust, whereby Invesco and its affiliates are responsible for directing securities transactions to brokers or dealers for execution on behalf of the Trust. In accordance with the terms of the delegation agreement and the existing Governing Instruments, Invesco may not utilize brokers or dealers that are affiliated with Invesco for such transactions. If the Proposals are approved, Invesco will be allowed to direct the Trust’s securities transactions to brokers or dealers that are affiliated with Invesco, but will still have a duty to direct such securities transactions to brokers or dealers from which Invesco expects to receive the best execution of orders. While Invesco may receive compensation in the form of brokerage commissions for using affiliated brokers, the Trust may benefit from cheaper execution costs through such use of Invesco’s affiliated brokers than it would from other unaffiliated brokers or dealers.

Invesco believes that converting the Trust to an Open-End Fund will give the Trust flexibility to engage in activities and practices common in the ETF industry, such as securities lending , use of affiliated brokers and reinvestment of dividends pending distributions, each of which has the potential to lower costs or generate positive performance outcomes for Shareholders. Additionally, as further described in Proposal 3, Invesco proposes to serve as the Trust’s investment adviser. In connection with that proposal, Invesco proposes to charge the Trust a unitary management fee, resulting in an expense ratio that is lower than the current expense ratio charged to the Trust. This change to the Trust’s fee structure would result in significant cost savings for the Trust and its Shareholders.

Comparison of Existing and Proposed Structures

If Proposal 1 is approved, Shareholders of the Trust will lose the right to approve future amendments to the Governing Instruments, with the exception of (1) any amendment to certain provisions of the Governing Instruments related to the securities that can be acquired by the Trust (which will continue to require 100% Shareholder approval); and (2) amendments to change provisions of the Governing Instruments related to the appointment and removal of trustees (which will require a vote of two-thirds (2/3) of Shareholders). These changes will provide the future board of trustees with additional flexibility, while reducing the cost to the Trust of engaging in future proxy solicitations, but Shareholders should be aware that their ability to vote on most future amendments to the Governing Instruments will be greatly reduced in the future if Proposal 1 is approved.

The table below summarizes these and other important differences between QQQ as presently organized as a UIT and QQQ if it were organized using an Open-End Fund structure. In addition, Appendix I to this proxy statement contains a table that compares key provisions of the existing Governing Instruments to equivalent provisions of the proposed amended Governing Instruments.

For the foregoing reasons, Invesco believes that amending the Governing Instruments of the Trust to convert the Trust from a UIT to an Open-End Fund will benefit the Trust and the Trust’s Shareholders.

The presence at the Meeting, in person or by proxy, of at least 50% of the outstanding shares of the Trust entitled to vote shall be sufficient to constitute a quorum for the Trust. Shareholders of at least 51% of the outstanding shares of the Trust must approve the amendments to the Governing Instruments.

If Shareholders do not approve Proposal 1, the Governing Instruments as currently in effect will remain in force, and the Trust will continue to operate as a UIT. As noted previously, each Proposal’s adoption is contingent on Shareholders approving all three Proposals. Therefore, even if Shareholders approve Proposal 1, it will be implemented only if Shareholders also approve both Proposal 2 and Proposal 3.

INVESCO BELIEVES THAT PROPOSAL 1 IS IN THE BEST INTERESTS OF THE TRUST AND ITS SHAREHOLDERS AND THEREFORE RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

PROPOSAL 2: TO APPROVE THE ELECTION OF NINE (9) TRUSTEES TO THE BOARD OF TRUSTEES OF THE TRUST

This Proposal will only be pursued if the requisite percentage of Shareholders of the Trust approve the changes set forth in Proposal 1.

At the Meeting, Shareholders of the Trust will be asked to approve the election of the following nine nominees to serve as trustees on the board of the Trust following the amendment of the Governing Instruments and replacing the existing trustee (a bank having a required minimum amount of capital) with a slate of individual trustees. The nominees are: Mr. Ronn R. Bagge, Mr. Todd J. Barre, Mr. Brian Hartigan, Ms. Victoria J. Herget, Mr. Marc M. Kole, Mr. Yung Bong Lim, Ms. Joanne Pace, Mr. Gary R. Wicker and Mr. Donald H. Wilson (collectively, the “Trustee Nominees” and each, a “Trustee Nominee”). The nine Trustee Nominees currently serve as trustees of, and represent the entirety of the boards of trustees of, the funds in the Invesco ETF Trusts (previously defined as the “ETF Board”).

Except for Mr. Hartigan, each Trustee Nominee, if elected, would not be considered an “interested person” of the Trust, as such term is defined in the 1940 Act (an “Independent Trustee”). Should a Trustee Nominee be elected to the board of the Trust, it is expected that such Trustee Nominee, other than Mr. Hartigan, would qualify as an Independent Trustee. If elected, Mr. Hartigan would be considered an “interested person” of the Trust (the “Interested Trustee”) because of his affiliation with Invesco, where he is Managing Director and Chief Executive Officer. Invesco currently serves as the Trust’s Sponsor and is proposed to serve as the Trust’s investment adviser.

Background About the Proposal

As discussed above, the Trust currently is classified as a UIT and, accordingly, is not overseen by a board of trustees. Instead, the Trust’s activities are carried out by the Sponsor and the Trustee, strictly in accordance with the terms of the Trust’s Governing Instruments.

If Shareholders approve the changes described in Proposal 1, the Trust’s Governing Instruments will be amended to among other things, allow for the election of a board of trustees, which when implemented, will have the effect of converting the Trust’s classification under the 1940 Act from a UIT to an Open-End Fund . Under the 1940 Act and rules thereunder, Open-End Funds are required to be governed by a board of trustees. The 1940 Act further requires that board members be elected by shareholders of a fund at a meeting called for that purpose.

For the Trust to be re-classified from a UIT to an Open-End Fund , it must be overseen by a board of trustees. Invesco proposes that the Trustee Nominees, who currently comprise the ETF Board, also serve as trustees of the Trust.

If Proposal 1 is approved, the Trust will no longer have the benefit of having an institutional trustee (which is a well-capitalized bank operating under the laws applicable to such an institution) with significant experience overseeing similar UITs, and would instead have individual successor trustees who will serve on the Trust’s Board of Trustees. The Trust’s current trustee would no longer be ultimately responsible for operations of the Trust (including the buying and selling of portfolio securities and ensuring the Trust’s operations comport with the requirements of the Governing Instruments). Instead, assuming Shareholders approve the Proposals (and if BNY is then appointed as custodian, administrator and transfer agent by the Trust’s new Board), the operations of the Trust would be divided between Invesco serving as investment adviser, and BNY , all subject to the new Board’s oversight.

Information about the Trustee Nominees

The person(s) named as proxies in the form of proxy that accompanies this Proxy Statement intend to vote at the Meeting FOR the election of each Trustee Nominee set forth below (unless directed not to vote). All Trustee Nominees have indicated that they will serve on the board, and the Sponsor has no reason to believe that any of them will be unavailable to serve as trustees. If the Trustee Nominees are unavailable to serve for any reason, the person(s) named as proxies will vote for such other nominees proposed by the Sponsor. Under the Trust’s Governing Instruments, as they are proposed to be amended pursuant to Proposal 1, a trustee would serve an indefinite term, until the next shareholder election or until his or her successor is elected and qualified, or until his or her death, resignation, retirement or removal.

Independent Trustee Nominees

The eight Independent Trustee nominees, their term of office and length of time served on the ETF Board, their principal business occupations during the past five years, the number of portfolios overseen by the Independent Trustee nominees and other directorships, if any, held by the Independent Trustee nominees are shown below. The “Fund Complex” represents the Invesco ETF Trusts and includes all open-end management investment companies (including all of their portfolios) advised by Invesco and any affiliated person of Invesco that are overseen by the ETF Board.

Interested Trustee Nominee

Mr. Hartigan is an Interested Trustee of the Invesco ETF Trusts, and if elected as a trustee of the Trust, would be considered an Interested Trustee by virtue of his position as an officer of Invesco, the investment adviser to the Invesco ETF Trusts and proposed investment adviser to the Trust. Information about Mr. Hartigan, including his term of office and length of time served on the ETF Board, his principal business occupations during at least the past five years, the number of portfolios in the Fund Complex overseen by Mr. Hartigan and the other directorships, if any, held by Mr. Hartigan, is shown below.

LLC (2020 - Present) and Manager, Invesco Indexing LLC (2023 - Present); formerly, Global Head of ETF Investments and Indexed Strategy (2020 - 2023); Global Head of ETF Investments (2017 - 2020); Head of Investments-PowerShares (2015 - 2017) and Executive Director, Product Development, Invesco Capital Markets, Inc. (2010 - 2015).

Officers

The ETF Board has appointed officers who are responsible for the day-to-day business decisions based on policies it has established. Under the terms of the revised Governance Instruments, the board of trustees of the Trust (once elected) will have the ability by majority action to appoint and remove such officers as they consider appropriate, including, without limitation, a president and a secretary, and will have the authority to delegate certain Trustee authority to those persons subject to the governance and oversight of the board of trustees. The authority of such officers would be consistent with other ETFs organized in trust form. It is anticipated that the Trustee Nominees, if elected to serve as the Trust’s board of trustees, will appoint the following officers to serve in similar capacities for the Trust. Information about such executive officers of the Invesco ETF Trusts, their term of office and length of time served and their principal business occupations during the past five years is also shown below.

Experience, Qualifications and Attributes

Trustees selected to serve on the ETF Board are expected to possess relevant skills and experience, time availability and the ability to work well with the other trustees. The Nominating and Governance Committee of the ETF Board is responsible for identifying, evaluating and recommending trustee candidates. The Nominating and Governance Committee reviews the background and the educational, business and professional experience of trustee candidates and the candidates’ expected contributions to the ETF Board. The following is a brief summary of the information about each Trustee Nominee’s experience, qualifications and attributes, including information that led to the conclusion by the Nominating and Governance Committee of the ETF Board that each should serve as a Trustee on the ETF Board, and supported the conclusion by the Sponsor that each should serve as a trustee on the Board of the Trust.

Independent Trustee Nominees

Ronn R. Bagge. Mr. Bagge has served as a trustee and Chair of the Nominating and Governance Committee with the Invesco ETF Trusts since 2003 and as Vice Chair with the Invesco ETF Trusts since 2018. He founded YQA Capital Management, LLC in 1998 and has since served as a principal. Mr. Bagge has served as Chair (since 2021) and a member (since 2017) of the Joint Investment Committee of Mission Aviation Fellowship and MAF Foundation, and has served as a member of the Board of Trustees of Mission Aviation Fellowship since 2017. Previously, Mr. Bagge was the owner and CEO of Electronic Dynamic Balancing Company from 1988 to 2001. He began his career as a securities analyst for institutional investors, including CT&T Asset Management and J.C. Bradford & Co. The Sponsor considered that Mr. Bagge has served as a board member or advisor for several privately held businesses and charitable organizations and the executive, investment and operations experience that Mr. Bagge has gained over the course of his career and through his financial industry experience.

Todd. J. Barre. Dr. Barre has served as a trustee with the Invesco ETF Trusts since 2010. He served as Assistant Professor of Business at Trinity Christian College from 2010 to 2016. Additionally, he earned his Doctor of Business Administration degree from Anderson University in 2019 with final dissertation research focused on exchange-traded funds. Previously, he served in various positions with BMO Financial Group/Harris Private Bank, including Vice President and Senior Investment Strategist (2001-2008), Director of Open Architecture and Trading (2007-2008), Head of Fundamental Research (2004-2007) and Vice President and Senior Fixed Income Strategist (1994-2001). From 1983 to 1994, Dr. Barre was with the Office of the Manager of Investments at Commonwealth Edison Co. He also was a staff accountant at Peat Marwick Mitchell & Co. from 1981 to 1983. The Sponsor considered the executive, financial and investment experience that Dr. Barre has gained over the course of his career and through his financial industry experience.

Victoria J. Herget. Ms. Herget has served as a trustee with the Invesco ETF Trusts since 2019. She has served as Trustee (2000-2017), Chair (2010-2017) and Trustee Emerita (since 2017) of Newberry Library, and as a member of the Rockefeller Trust Committee since 2002. Previously, she served as Trustee of Chikaming Open Lands (2014-2023), Trustee of Mather LifeWays (2001-2021), as Board Chair (2008-2015) and Director (2004-2018) of United Educators Insurance Company, as Trustee of certain funds in the Oppenheimer Funds complex (2012-2019) and as Independent Director of the First American Funds (2003-2011). Ms. Herget served as Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (and its predecessor firms), as Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College and as Trustee of BoardSource (2006-2009) and Chicago City Day School (1994-2005). The Sponsor considered the executive, financial and investment experience that Ms. Herget has gained over the course of her career and through her financial industry experience.

Marc M. Kole. Mr. Kole has served as a trustee with the Invesco ETF Trusts since 2006 and Chair of the Audit Committee with the Invesco ETF Trusts since 2008. Mr. Kole has served as Financial Secretary (2025-Present), Finance Committee Member (2015-2021; 2024-present), Treasurer (2018-2021) and Audit Committee Member (2015) of Thornapple Evangelical Covenant Church. He was the Managing Director of Finance from 2020 to 2021 and was Senior Director of Finance from 2015 to 2020, of By The Hand Club for Kids. Mr. Kole also was the Chief Financial Officer of Hope Network from 2008 to 2012 and he was the Assistant Vice President and Controller at Priority Health from 2005 to 2008, Regional Chief Financial Officer of United Healthcare from 2004 to 2005, Chief Accounting Officer and Senior Vice President of Finance of Oxford Health Plans from 2000 to 2004 and Audit Partner at Arthur Andersen LLP from 1996 to 2000. Mr. Kole served as Board and Finance Committee Member (2009-2017) and Treasurer (2010-2015; 2017) of NorthPointe Christian Schools. The ETF Board has determined that Mr. Kole qualifies as an “audit committee financial expert” as defined by the SEC. The Sponsor considered the executive, financial and operations experience that Mr. Kole has gained over the course of his career and through his financial industry experience.

Yung Bong Lim. Mr. Lim has served as a trustee with the Invesco ETF Trusts since 2013 and Chair of the Investment Oversight Committee with the Invesco ETF Trusts since 2014. He has been a Managing Partner of RDG Funds LLC since 2008. Previously, he was a Managing Director and the Head of the Securitized Products Group of Citadel LLC (1999-2007). Prior to his employment with Citadel LLC, he was a Managing Director with Salomon Brothers Inc. Mr. Lim has served as a Board Director of Beacon Power Services, Corp. since 2019 and served as an Advisory Board Member of Performance Trust Capital Partners, LLC (2008-2020). The Sponsor considered the executive, financial, operations and investment experience that Mr. Lim has gained over the course of his career and through his financial industry experience.

Joanne Pace. Ms. Pace has served as a trustee with the Invesco ETF Trusts since 2019. She has served as a Council Member of New York-Presbyterian Hospital’s Leadership Council on Children’s and Women’s Health since 2012. Previously, she has served as Board Director of Horizon Blue Cross Blue Shield of New Jersey (2012-2024), Governing Council Member (2016-2023) and Chair of Education Committee (2017-2021) of Independent Directors Council (IDC), an Advisory Board Director of The Alberleen Group LLC (2012-2021), a Board Member of 100 Women in Finance (2015-2020), a Trustee of certain funds in the Oppenheimer Funds complex (2012-2019), as Senior Advisor of SECOR Asset Management, LP (2010-2011), as Managing Director and Chief Operating Officer of Morgan Stanley Investment Management (2006-2010) and as Partner and Chief Operating Officer of FrontPoint Partners, LLC (2005-2006). Ms. Pace also held the following positions at Credit Suisse: Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), and Global Head of Operations and Product Control (2003-2004). She also held the following positions at Morgan Stanley: Managing Director (1997-2003), Controller and Principal Accounting Officer (1999-2003); and Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). She also served as Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012), as Board Director of Managed Funds Association (2008-2010) and as Board Director of Morgan Stanley Foundation (2007-2010) and Investment Committee Chair (2008-2010). The ETF Board has determined that Ms. Pace qualifies as an “audit committee financial expert” as defined by the SEC. The Sponsor considered the executive, financial, operations and investment experience that Ms. Pace has gained over the course of her career and through her financial industry experience.

Gary R. Wicker. Mr. Wicker has served as a trustee with the Invesco ETF Trusts since 2013. He has served as Board and Finance Committee Member (2010-Present) and as the Finance Committee Chair (2024-Present) of West Michigan Youth for Christ, and he served as Senior Vice President of Global Finance and Chief Financial Officer at RBC Ministries from 2013 to 2024. Previously, he was the Executive Vice President and Chief Financial Officer of Zondervan Publishing from 2007 to 2012. Prior to his employment with Zondervan Publishing, he held various positions with divisions of The Thomson Corporation, including Senior Vice President and Group Controller (2005-2006), Senior Vice President and Chief Financial Officer (2003-2004), Chief Financial Officer (2001-2003), Vice President, Finance and Controller (1999-2001) and Assistant Controller (1997-1999). Prior to that, Mr. Wicker was Senior Manager in the Audit and Business Advisory Services Group of Price Waterhouse (1994-1996). Mr. Wicker served as a Board Member and Treasurer of Our Daily Bread Ministries Canada (2015-2024). The ETF Board has determined that Mr. Wicker is an “audit committee financial expert” as defined by the

SEC. The Sponsor considered the executive, financial and operations experience that Mr. Wicker has gained over the course of his career and through his financial industry experience.

Donald H. Wilson. Mr. Wilson has served as a trustee with the Invesco ETF Trusts since 2006 and as the Independent Chair with the Invesco ETF Trusts since 2012. He also served as lead Independent Trustee in 2011. Mr. Wilson has served as the Chair, President and Chief Executive Officer of McHenry Bancorp Inc. and McHenry Savings Bank (2018-2024). He was also Chair and Chief Executive Officer of Stone Pillar Advisors, Ltd. (2010-2017). He was also President and Chief Executive Officer of Stone Pillar Investments, Ltd. (2016-2018). Mr. Wilson was also the Chair, President and Chief Executive Officer of Community Financial Shares, Inc. and its subsidiary, Community Bank—Wheaton/Glen Ellyn (2013-2015). He also was the Chief Operating Officer (2007-2009) and Executive Vice President and Chief Financial Officer (2006-2007) of AMCORE Financial, Inc. Mr. Wilson also served as Senior Vice President and Treasurer of Marshall & Ilsley Corp. from 1995 to 2006. He started his career with the Federal Reserve Bank of Chicago, serving in several roles in the bank examination division and the economic research division. Mr. Wilson has served as a Director of Penfield Children’s Center (2004-Present) and as Board Chair of Gracebridge Alliance, Inc. (2015-Present). The ETF Board has determined that Mr. Wilson qualifies as an “audit committee financial expert” as defined by the SEC. The Sponsor considered the executive, financial and operations experience that Mr. Wilson has gained over the course of his career and through his financial industry experience.

Interested Trustee Nominee

Brian Hartigan. Mr. Hartigan has served as a trustee with the Invesco ETF Trusts since 2024. He has served as Managing Director, Global Head of ETFs, Indexed Strategies, SMAs and Model Portfolios, and Chief Executive Officer and Principal Executive Officer of the Sponsor since 2023. Before that, Mr. Hartigan served as Global Head of ETF Investments of the Sponsor since 2015 and held various other senior level positions with Invesco since 2010. In addition, Mr. Hartigan has served as President and Principal Executive Officer of the Invesco ETF Trusts since 2023. The Sponsor considered Mr. Hartigan’s senior executive positions with Invesco.

Board Leadership Structure

If Shareholders approve the changes proposed in Proposal 1 and approve the election of the Trustee Nominees nominated under this Proposal 2, it is anticipated that the newly constituted board of trustees of the Trust will follow the same leadership structure as the ETF Board, as well as have the same oversight responsibilities with respect to the Trust. Consequently, below is additional information about the current structure of the ETF Board, and thus the proposed structure for the Trust’s board.

The ETF Board currently is composed of the nine Trustee Nominees. The ETF Board is responsible for oversight of the funds that are series of their respective Invesco ETF Trust, including oversight of the duties performed by Invesco, the investment adviser to the Invesco ETF Trusts (for purposes of this section, the “Adviser”), for such funds under the respective investment advisory agreements between the Adviser and each Invesco ETF Trust, on behalf of the funds. The ETF Board generally meets in regularly scheduled meetings five times a year and may meet more often as required. Information on the number of meetings held by the board of each Invesco ETF Trust during such trust’s most recently completed fiscal year is set forth in Appendix B. During the most recently completed fiscal year for each Invesco ETF Trust, each Trustee Nominee attended at least 75% of the meetings of trustees and of any Committee of which he or she is a member.

Mr. Wilson, one of the Independent Trustee Nominees, serves as the chair of the ETF Board(the “Independent Chair”). The Independent Chair of the ETF Board, among other things, chairs the board meetings, participates in the preparation of the board agendas and serves as a liaison between, and facilitates communication among, the other Independent Trustees, the full board, the Adviser and other service providers with respect to board matters. Mr. Bagge, as Chair of the Nominating and Governance Committee, serves as vice chair of the ETF Board(“Vice Chair”). In the absence of the Independent Chair, the Vice Chair is responsible for all of the Independent Chair’s duties and may exercise any of the Independent Chair’s powers. The Chairs of the ETF Board’s standing committees – the Audit Committee, Investment Oversight Committee and Nominating and Governance Committee – also serve as liaisons between the Adviser and other service providers and the other Independent Trustees for matters pertaining to their respective Committee. (More information about the ETF Board’s committees is set forth below.) The ETF Board believes that its current leadership structure is appropriate taking into account the assets and number of funds in the Invesco ETF Trusts overseen by the Trustees, the size of the board and the nature of the funds’ business, as the Interested Trustee and the officers of the Invesco ETF Trusts provide the ETF Board with insight as to the daily management of the funds while the Independent Chair promotes independent oversight of the funds by the ETF Board.

As board composition, governance and structure are determined by the board of trustees, the Trustee Nominees (if so elected) may pursue a model that is different from that described above. However, the Sponsor anticipates that if Shareholders approve the changes proposed in Proposal 1 and approve the election of the Trustee Nominees nominated under this Proposal 2, the newly constituted board of trustees will adopt the same or a substantially similar approach for the Trust and the Trust would be overseen by the newly constituted board in joint board and committee meetings with the other Invesco ETF Trusts.

Risk Oversight

Below is information regarding how the ETF Board conducts risk oversight for the Invesco ETF Trusts, which is anticipated would be similar to how the Trustee Nominees would conduct risk oversight for the Trust if elected by Shareholders.

The funds comprising the Invesco ETF Trusts are subject to a number of risks, including operational, investment and compliance risks. The ETF Board, directly and through its Committees, as part of its oversight responsibilities, oversees the services provided by the Adviser and the Invesco ETF Trusts’ other service providers in connection with the management and operations of the funds, as well as their associated risks. Under the oversight of the ETF Board, the Invesco ETF Trusts, the Adviser and other service providers have adopted policies, procedures and controls to address these risks. The ETF Board, directly and through its Committees, receives and reviews information from the Adviser, other service providers, the Invesco ETF Trusts’ independent registered public accounting firm, Invesco ETF Trust counsel and counsel to the Independent Trustees to assist it in its oversight responsibilities. This information includes, but is not limited to, reports regarding the funds’ investments, including fund performance and investment practices, valuation of fund portfolio securities, and compliance. The ETF Board also reviews, and must approve any proposed changes to, the fund’s investment objective, policies and restrictions, and reviews any areas of non-compliance with the fund’s investment policies and restrictions. The Audit Committee monitors the Invesco ETF Trusts’ accounting policies, financial reporting and internal control system and reviews any internal audit reports impacting the Invesco ETF Trusts. As part of its compliance oversight, the ETF Board reviews the annual compliance report issued by the Invesco ETF Trusts’ Chief Compliance Officer on the policies and procedures of the Invesco ETF Trusts and their service providers, proposed changes to those policies and procedures and quarterly reports on any material compliance issues that arose during the period.

As the process and procedures with respect to risk oversight are determined by the board of trustees, the Trustee Nominees (if so elected) may pursue a model that is different from that described above. However, the Sponsor anticipates that if Shareholders approve the changes proposed in Proposal 1 and approve the election of the Trustee Nominees nominated under this Proposal 2, the newly constituted board of trustees will adopt the same or a substantially similar approach.

Committees

It is anticipated that, should the Trust’s conversion be approved and a board established for the Trust, such board would have a committee structure similar to that of the ETF Board and that the Trust and the other Invesco ETF Trusts would hold joint meetings addressing the same issues, to the extent relevant. As such, information on the ETF Board’s committee structure is provided below.

The ETF Board currentlyhas three standing committees: the Audit Committee, the Investment Oversight Committee and the Nominating and Governance Committee. The ETF Boardhas delegated certain responsibilities to those Committees. Information about each Committee is below, and information on the number of meetings held by each Committee during the most recently completed fiscal year of each Invesco ETF Trust is set forth in Appendix B.

Audit Committee. The Audit Committee consists entirely of Independent Trustees. Messrs. Kole (Chair), Wicker and Wilson and Ms. Pace currently serve as members of the Audit Committee of the ETF Board. The Audit Committee has adopted a written charter. The Audit Committee has the responsibility, among other things, to: (i) approve and recommend to the ETF Boardthe selection of each Invesco ETF Trust’s independent registered public accounting firm, (ii) review the scope of the independent registered public accounting firm’s audit activity, (iii) review the audited financial statements, and (iv) review with such independent registered public accounting firm the adequacy and the effectiveness of the Invesco ETF Trust’s internal controls over financial reporting.

Investment Oversight Committee. The Investment Oversight Committee consists entirely of Independent Trustees. Messrs. Bagge, Barre and Lim (Chair) and Ms. Herget currently serve as members of the Investment Oversight Committee of the ETF Board. The Investment Oversight Committee has the responsibility, among other things, (i) to review fund investment performance, including tracking error and correlation to a fund’s underlying index, (ii) to review any proposed changes to a fund’s investment policies, comparative benchmark indices or underlying index, and (iii) to review a fund’s market trading activities and portfolio transactions. The Investment Oversight Committee also oversees the Adviser’s process for fair valuing the fund’s portfolio investments and receives reports from the Adviser regarding the fair valuation of the fund’s portfolio investments in accordance with the Adviser’s valuation procedures, which have been approved by the ETF Board.

Nominating and Governance Committee. The Nominating and Governance Committee consists entirely of Independent Trustees. Mr. Bagge (Chair), Dr. Barre, Ms. Herget, Messrs. Kole and Lim, Ms. Pace, and Messrs. Wicker and Wilson currently serve as members of the Nominating and Governance Committee of the ETF Board. The Nominating and Governance Committee has the responsibility, among other things, to identify and recommend individuals for board membership and evaluate candidates for board membership.

As board composition, governance and structure are determined by the board of trustees, the Trustee Nominees (if elected) may pursue a model that is different from that described above. However, the Sponsor anticipates that if Shareholders approve the changes proposed in Proposal 1 and approve the election of the Trustee Nominees nominated under this Proposal 2, the newly constituted board of trustees will adopt the same or a substantially similar approach.

Candidate Nomination Process

As noted above, the Nominating and Governance Committee of the ETF Board is responsible for identifying, evaluating and recommending trustee candidates for the ETF Board. The Nominating and Governance Committee has adopted a written charter, which is attached as Appendix C. Such charter sets forth, among other things, certain criteria that the Nominating and Governance Committee uses to evaluate board candidates for the ETF Board. The principal criterion for selection of candidates is their ability to carry out the responsibilities of the board; however, the Nominating and Governance Committee may consider a number of factors in evaluating board candidates, including whether a candidate exhibits a stature commensurate with the responsibility of representing shareholders, whether a candidate has a willingness to strive for high attendance levels at regular and special meetings and participate in committee activities as needed, and whether a candidate represents the best choice available based upon thorough identification, investigation and recruitment. The Nominating and Governance Committee also will consider a candidate’s background and the educational, business and professional experience of trustee candidates and the candidates’ expected contributions to the ETF Board. Trustees selected to serve on the ETF Boardare expected to possess relevant skills and experience, time availability and the ability to work well with the other trustees.

The Nominating and Governance Committee generally believes that a variety of backgrounds, skills and experience benefits the ETF Board, and it seeks candidates that will provide the ETF Board with a broad cross section of backgrounds, functional disciplines and experience. However, the Nominating and Governance Committee has not adopted a formal policy in this regard. The Nominating and Governance Committee of the ETF Board also has adopted governance guidelines and procedures, which state that the Committee will accept suggestions for trustee candidates from shareholders.

As board composition, governance and structure are determined by the board of trustees, the Trustee Nominees (if elected) may pursue a model that is different from that described above. However, the Sponsor anticipates that if Shareholders approve the changes proposed in Proposal 1 and approve the election of the Trustee Nominees nominated under this Proposal 2, the newly constituted board of trustees will adopt the same or a substantially similar approach.

Ownership of Fund Shares

Set forth in Appendix D is information, as of June 30 , 2025, regarding the dollar value of shares of the Trust beneficially owned by each Trustee Nominee, as well as the aggregate dollar range of all shares owned by each Trustee Nominee of funds within the Fund Complex, as determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended.

As of June 30 , 2025, each Trustee Nominee and proposed executive officer, individually, and all Trustee Nominees and proposed executive officers, collectively as a group, owned less than 1% of the outstanding shares of the Trust. To the best of the Trust’s knowledge, as of August 8 , 2025, no person owned beneficially more than 5% of the outstanding shares of the Trust, except as set out in Appendix E.

Compensation

The Independent Trustees of the ETF Board are paid a complex-wide amount of compensation that is determined by the ETF Board itself. The fees paid to the Independent Trustees of the ETF Board are allocated half pro rata among all the funds in the Invesco ETF Trusts and the other half is allocated among all of the funds in the Invesco ETF Trusts based on average net assets. Information relating to compensation paid to the Trustee Nominees for each Invesco ETF Trust’s most recently completed fiscal year is set forth in Appendix F. Invesco, as investment adviser, pays for all ETF Board compensation allocated to funds that operate under a unitary or “all in” management fee, however much is allocated under the method described above. Interested Trustees of the ETF Board do not receive compensation from the Invesco ETF Trusts for service as a trustee. Because the Advisory Agreement proposed to Shareholders (Proposal 3) is similarly structured as a unitary or “all in” management fee, if Shareholders approve all three Proposals, the Sponsor will pay the fees of the board of trustees of QQQ in the same manner.

If the Shareholders approve Proposal 1 and approve the election of the Trustee Nominees under Proposal 2, each independent trustee of the newly seated board of trustees of the Trust is anticipated to receive compensation from the Trust for his or her services as trustee of the Trust, following the same allocation described above for the Invesco ETF Trusts. Because Proposal 1 and Proposal 2 will only be implemented if Proposal 3 is also approved, Invesco will pay for any ETF Board compensation allocable to the Trust upon completion of the conversion of the Trust from a UIT to an Open-End Fund out of its unitary fee charged pursuant to the investment advisory agreement discussed in Proposal 3.

Board Attendance at Meetings of Shareholders

The Nominating and Governance Committee of the ETF Board has adopted governance guidelines and procedures, pursuant to which trustees are encouraged to be present at each meeting of shareholders. As board governance matters are determined by the board of trustees, the Trustee Nominees (if elected) may adopt a policy that differs from the policy adopted by the ETF Board. However, the Sponsor anticipates that if Shareholders approve the changes proposed in Proposal 1 and approve the election of the Trustee Nominees nominated under this Proposal 2, the newly constituted board of trustees will adopt the same or a substantially similar policy for the Trust with respect totrustee attendance at meetings of shareholders.

Legal Proceedings

There are no material pending legal proceedings to which any Trustee Nominee or affiliated person of such Trustee Nominee is a party adverse to the Trust or any of its affiliated persons or has a material interest adverse to the Trust or any of its affiliated persons. In addition, there have been no legal proceedings that are material to an evaluation of the ability or integrity of any Trustee Nominee within the past ten years.

The presence at the Meeting, in person or by proxy, of at least 50% of the outstanding shares of the Trust entitled to vote shall be sufficient to constitute a quorum for the Trust. Trustees are elected by the affirmative vote of a plurality of votes cast at the Meeting , either in person or by proxy, and entitled to vote. A plurality vote means that the nominees with the most votes will be elected to the available seats. Since the number of Trustee Nominees is the same as the number of available seats, it is likely that all Trustee Nominees will be elected. In the election of trustees, votes may be cast in favor or withheld; because an affirmative vote of a plurality of votes to approve the election of each Trustee Nominee is required, withheld votes and broker non-votes, if any, will not have an effect on the outcome of Proposal 2.

As noted previously, each Proposal’s adoption is contingent on Shareholders approving all three Proposals. Therefore, this Proposal 2 will only be implemented if Shareholders also approve both Proposal 1 and Proposal 3.

INVESCO BELIEVES THAT PROPOSAL 2 IS IN THE BEST INTERESTS OF THE TRUST AND ITS SHAREHOLDERS AND THEREFORE RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE TRUSTEE NOMINEES.

PROPOSAL 3: TO APPROVE AN INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST AND INVESCO CAPITAL MANAGEMENT LLC

This Proposal will only be pursued if the requisite percentage of Shareholders of the Trust approve Proposal 1 and Proposal 2.

At the Meeting, Shareholders of the Trust will be asked to approve an investment advisory agreement between the Trust and Invesco (previously defined as the “Advisory Agreement”). In connection with the proposed conversion of the Trust from a UIT to an Open-End Fund ETF , approval of the Advisory Agreement is necessary to meet the requirements of the 1940 Act applicable to Open-End Funds. If Shareholders approve the Advisory Agreement pursuant to this Proposal and also approve Proposal 2 to elect the Trustee Nominees to serve on the Trust’s board of trustees, the newly seated board also will be required to approve the Advisory Agreement, consistent with its duties to the Trust under the 1940 Act with respect to investment advisory contracts.

Background about the Proposal

As discussed above, the Trust currently is classified as a UIT and, consequently, does not have an investment adviser or an investment advisory agreement. Instead, the Trust’s Governing Instruments govern the operation and oversight of the Trust by the Trustee and Sponsor. However, unlike UITs, open-end management companies are typically externally managed and are therefore required to enter into agreements with investment advisers registered under the Investment Advisers Act of 1940, as amended. In connection with the changes described in Proposal 1 and Proposal 2, it is contemplated that if the Trust converts its classification from a UIT to an open-end management company, Invesco, a registered investment adviser and the current Sponsor of the Trust, would serve as the Trust’s investment adviser pursuant to the Advisory Agreement. As noted above, Invesco currently serves as the investment adviser to the Invesco ETF Trusts.

Invesco believes that converting the Trust to an Open-End Fund that is advised by an investment adviser will be beneficial to, and in the best interest of, the Trust and its Shareholders. The Trust’s investment objective and investment strategy will not change in connection with the conversion to an Open-End Fund , but Invesco anticipates that the Open-End Fund structure will provide additional operational flexibility that may allow the Trust to experience improved performance as compared to operating under the UIT structure. Likewise, Invesco believes that if it is approved as the Trust’s investment adviser, it will be able to manage the Trust as effectively under the Advisory Agreement as the Trust is currently operated under its Governing Instruments, and that the Trust will be able to offer a lower overall expense ratio as an Open-End Fund as compared to the Trust’s current expense ratio as a UIT. (It should also be noted that Invesco currently serves as investment adviser to an Open-End Fund with an investment objective and strategy that is substantially similar to that of the Trust and that this fund has a lower expense ratio than the Trust, as described further below. This fund, Invesco NASDAQ 100 ETF, is a series of one of the Invesco ETF Trusts. In addition, Invesco currently serves as investment sub-adviser to another Open-End Fund, Invesco NASDAQ 100 Index Fund, which also has an investment objective and strategy that is substantially similar to that of the Trust.)

The following includes a comparison of certain provisions of the Governing Instruments, to which the Trust is currently subject, and the Advisory Agreement, to which the Trust would be subject if this Proposal 3 is approved. This description of the Advisory Agreement is a summary and is qualified in its entirety by reference to the form of the Advisory Agreement attached as Appendix G to this Proxy Statement. The description of the current Governing Instruments is a summary and is qualified in its entirety by reference to those documents, which are incorporated by reference to this proxy statement.

The Current Governing Instruments

Under the Governing Instruments, the Trust pays various expenses on an unbundled basis. These expenses include the trustee’s fee for services performed by the Trustee under the Governing Instruments, fees incurred by the Trustee when acquiring or selling securities included in the Index pursuant to the provisions of the Governing Instruments, reimbursement to the Sponsor for expenses relating to the marketing of the Trust, including the printing and distribution of marketing materials describing QQQ shares and the Trust (including, but not limited to, associated legal, audit, consulting, advertising, and marketing costs and other out-of-pocket expenses such as printing) (“Marketing Expenses”), reimbursement to the Sponsor of amounts it pays to Nasdaq, Inc. (the “Licensor”) in respect of annual licensing fees to use the Index as a basis for determining the composition and weighting of securities held by the Trust (the “Nasdaq License Fee”), fees payable to transfer agents for the provision of transfer agency services, brokerage commissions, and various other expenses discussed further in the Trust’s registration statement. The Trustee’s annual fee ranges from 0.04% to 0.10%, based on the NAV of the Trust, and the Nasdaq License Fee ranges from 0.08% to 0.09%. The Trustee has delegated trading authority to Invesco as Sponsor through the Trust’s agency agreement (the “Agency Agreement”); the Trustee pays the Sponsor for these services under the Agency Agreement from its own assets.

Pursuant to the provisions of the Exemptive Order, the expenses set forth above may be charged to the Trust by the Trustee in an amount equal to the actual costs incurred, but in no case shall such charges exceed 0.20% per annum of the daily NAV of the Trust. Invesco, as Sponsor, may, in its sole discretion, discontinue its undertaking to limit ordinary operating expenses of the Trust. Until Invesco otherwise determines, Invesco has undertaken that the ordinary operating expenses of the Trust will not exceed 0.20% per year of the daily NAV of the Trust, and the Sponsor will reimburse the Trust or assume invoices on behalf of the Trust for expenses incurred by the Trust in excess of such amount.

Gross expenses of the Trust for its fiscal year ended September 30, 2024, without regard to the 0.20% cap, were also 0.20% of the NAV of the Trust and, accordingly, no expenses of the Trust were assumed by the Sponsor. The aggregate amount the Trust paid for the Trustee’s fee for its fiscal year ended September 30, 2024 was $109,192,942, or 0.04% of the Trust’s average net assets; the Sponsor’s aggregate Marketing Expenses that were reimbursed by the Trust for the same period were $175,298,544, or approximately 0.08% of the Trust’s average net assets. The Nasdaq License Fee for this period was $205,264,687, or approximately 0.08% of the Trust’s average net assets.

Comparison to Unitary Fee Structure under the Advisory Agreement.

Currently, as stated above, in its capacity as Sponsor to the Trust, Invesco is reimbursed by the Trust for Marketing Expenses relating to the marketing of the Trust. Additionally, Invesco receives payments from the Trust for certain bookkeeping and administrative services in an amount equal to its cost, without profit. The Trustee also pays, from its own assets, the Sponsor for performing certain duties that the Trustee would otherwise perform, pursuant to a delegation agreement between Trustee and Sponsor. Beyond such payments and reimbursements (none of which generate a profit for Invesco), Invesco currently is not otherwise compensated in any way by the Trust.

Conversely, as an investment adviser to the Trust, Invesco would receive compensation from the Trust for its services as an investment adviser in the form of a unitary management fee . Under the unitary management fee structure of the proposed Advisory Agreement, the Trust would compensate Invesco with a unitary management fee at a rate of 0.18% of the annual average net assets of the Trust. Out of this unitary management fee, Invesco, as investment adviser (for purposes of this section, the Sponsor will also be referred to as the “Adviser”) would pay for substantially all expenses of the Trust, including the costs of transfer agency, custody, fund administration, index licensing, legal, audit and other services, except for distribution fees, if any, brokerage expenses, taxes, interest, acquired fund fees and expenses, if any, litigation expenses and other extraordinary expenses, including proxy expenses (except for such proxies related to: (i) changes to the Advisory Agreement, (ii) the election of an Interested Trustee, or (iii) any other matters that directly benefit the Adviser).

The change from a non-unitary approach to Trust expenses (where all expenses of the Trust are paid separately and directly by the Trust) to that of a unitary fee that the Trust will pay to the Adviser ( where out of that unitary fee , the Adviser will pay substantially all of the ordinary expenses of the Trust) is a significant change in the expense structure of the Trust and one that will benefit the Adviser in the form of revenue and potential profits (neither of which are available to Invesco in its present role as Sponsor to the Trust under the Trust’s current operations as a UIT). Moreover, whereas currently Invesco may be reimbursed from the Trust for Marketing Expenses (up to an expense cap), under the Advisory Agreement any marketing of the Trust , including Marketing Expenses, would not be paid by the Trust. Rather, such expenses would be borne entirely by the Adviser out of the Adviser’s own resources. Consequently, any expenditure by the Adviser to market the Trust would be a direct expense of the Adviser and would inherently lower Invesco’s revenue (and potential profits). Accordingly, although the Adviser anticipates that it will continue to market the Trust to potential shareholders to the extent it believes appropriate and beneficial to the Trust (in the form of increasing the Trust’s scale), while at the same time acknowledging that any resulting increase in Trust assets will result in a commensurate increase in potential fees earned by the Adviser, the Adviser will nonetheless have an embedded disincentive to do so, particularly in comparison to the Trust’s current state, as any Marketing Expenses would be paid out of the Adviser’s own resources . Accordingly, it is likely that the overall extent of the marketing of the Trust (and potential benefits of such marketing to existing shareholders) will decrease significantly. The amount of marketing would be at the discretion of Invesco and therefore could change in the form of an increase or decrease— however, Invesco, as the Trust’s investment adviser, would remain subject to oversight by the Board in its operations with respect to the Trust.

Invesco currently anticipates an annual marketing budget for the Trust of between $ 60 million and $100 million, which for purposes of comparison only, equates to the equivalent of approximately 0.02% to 0.03% of the Trust’s annual assets at the Trust’s current asset levels . Such an expenditure would represent a reduction of approximately 0.05% to 0.06% of annual assets spent on marketing the Trust. However, Invesco believes that the Trust’s historic levels of marketing expenditure have helped to increase awareness of the Trust in potential investors to the point where continuing to have the size of the Trust’s marketing budget increase pro rata with asset levels is not necessary. Accordingly, Invesco believes that the expected reduction in marketing expenditures will have limited effect on the current size and scale of the Trust, and potential negative impacts associated with less marketing of the Trust will be offset by the benefits realized by Shareholders through a fixed, unitary fee which will yield a lower expense ratio (0.18% as compared to 0.20%). As such, despite the clear financial benefits Invesco will realize, Invesco nonetheless believes that the Advisory Agreement and the change in expense structure is in the best interest of the Trust and its shareholders.

The proposed Advisory Agreement between Invesco and the Trust is substantially similar to the investment advisory agreements currently in place between Invesco and the Invesco ETF Trusts for Invesco ETFs that operate with a unitary fee. The principal difference between the proposed Advisory Agreement and the investment advisory agreements currently in place between Invesco and Invesco ETF Trusts is that Invesco must manage the Trust in compliance with certain restrictions contained in the Governing Instruments, including the inability of the Trust to hold equity securities besides those in the Index (e.g., the Trust will not be able to invest cash balances in money market funds —sometimes referred to as a “cash sweep” program — the way the Invesco ETF Trusts may).

If the Advisory Agreement had been in effect for the Trust’s most recent fiscal year ended September 30, 2024, the Adviser would have received an aggregate of $ 454,644,762 in investment management fees. From these fees, the Adviser would have paid the costs of transfer agency, custody, fund administration, index licensing, legal, audit and other services , as specified in the draft form of Advisory Agreement in Appendix G . It is anticipated that the expenses of the Trust under the Advisory Agreement will be lower than the expenses of the Trust under the Governing Instruments. The primary reason for the reduction in annual expenses is the elimination of the Marketing Expense as a Trust expense, which Invesco believes is appropriate for the reasons set forth in this Proxy Statement ; the amount to be spent on external marketing will be at Invesco’s discretion going forward (subject to oversight by the Board) and at Invesco’s expense out of its own resources . Invesco anticipates that its net compensation from the unitary management fee, after expenses, will be higher than under the current arrangement because , under the Advisory agreement, it will be entitled to any profits earned under the terms of the Advisory Agreement. (Conversely, as stated above, currently Invesco is reimbursed by the Trust for Marketing Expenses, receives payments from the Trust for certain bookkeeping and administrative services for cost, without profit, and receives payments from the Trustee for performing certain duties at cost that the Trustee would otherwise perform, pursuant to a delegation agreement with BNY—none of which generate a profit for Invesco.)

The following table compares the current annual fund operating expenses, expressed as a percentage of net assets (“expense ratios”), of the Trust with thepro forma expense ratios of the Trust under the Advisory Agreement, as well as the expense ratio of the Invesco NASDAQ 100 ETF and the Invesco NASDAQ 100 Index Fund, each of which has a similar investment objective as the Trust. The information in the table for the Trust, Invesco NASDAQ 100 ETF and Invesco NASDAQ 100 Index Fund are each as of the fund’s most recently completed fiscal year, as set forth in each fund’s currently effective registration statement . As of July 1, 2025, the Trust had approximately $352.7 billion in assets, the Invesco NASDAQ 100 ETF had approximately $52.7 billion in assets and the Invesco NASDAQ 100 Index Fund had approximately $ 165.5 million in assets.

Under the Advisory Agreement, the Trust’s expense ratio is expected to be lower than the fees and expenses of the Invesco NASDAQ 100 Index Fund. Although Invesco proposes reducing the expense ratio of the Trust by 2 basis points as part of the conversion to an Open-End Fund (reducing the expense ratio from 20 basis points to 18 basis points), under the Advisory Agreement, the Trust’s expense ratio is expected to be 3 basis points higher than the fees and expenses of the Invesco NASDAQ 100 ETF, largely as a result of the legacy administrative cost structure of the Trust (i.e., fund expenses that will be paid out of the unitary fee that are not related to investment advisory services).

Investors may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

September 30, 2024, without regard to this undertaking, were also 0.20% of the NAV of the Trust and, accordingly, no expenses of the Trust were assumed by the Sponsor. The Sponsor may, in its sole discretion, discontinue its undertaking to limit ordinary operating expenses of the Trust. See “Expenses of the Trust” in the Trust’s prospectus.

Example of Expenses

This example is intended to help you compare the cost of investing in the Trust under its current structure with the cost of investing in the Trust under the open-end, unitary management fee structure contemplated in this Proposal 3 and with the cost of investing in Invesco NASDAQ 100 ETF and Invesco NASDAQ 100 Index Fund, which are Open-End Funds advised by Invesco (or its affiliate) and have a similar investment objective as the Trust. The example assumes that you invest $10,000 in each fund for the time periods indicated and then sell all of your shares at the end of those periods. The example assumes the reinvestment of all dividends and distributions and utilizes a 5% annual rate of return as mandated by SEC regulations applicable to open-end management companies. Although the Trust is a UIT rather than an Open-End Fund , this information is represented to permit a comparison of Trust fees under a UIT structure with fees under an Open-End Fund structure. The example should not be considered a representation of past or future expenses or annual rate of return; the actual expenses and annual rate of return may be more or less than those assumed for purposes of this example. Investors should also note that the presentation of a $10,000 investment is for illustration purposes only.

Other Differences Between the Governing Instruments and the Advisory Agreement

If Shareholders approve the Proposals, BNY will be replaced as Trustee of the Trust, but will provide administrative, accounting, custodial and transfer agency services to the Trust that are substantially similar to what BNY does for the Invesco ETF Trusts , upon appointment under each of the Custody Agreement, the Fund Accounting and Administration Agreement, and Transfer Agency and Service Agreement to be entered into between the Trust and BNY. For its services, BNY will be entitled , under the terms of the revised Governing Instruments , to a fee of 0.035% per year for at least seven years. The Adviser will pay this amount out of its unitary management fee. The Adviser also will assume payment of the Nasdaq License Fee (which is currently paid directly by the Trust) and Marketing Expenses (the latter of which, as described above, will likely be much less, on a percentage basis, than in previous years). Invesco represents that the changes associated with converting QQQ from a UIT to an Open-End Fund will not result in any decline in the level of services provided to the Trust, as compared to the level of services that historically have been provided to the Trust as a UIT through a combination of BNY (as Trustee), Invesco (as Sponsor), and other service providers (such as legal and audit).

In accordance with the terms of the Governing Instruments and under the terms of the Agency Agreement, Invesco performs the following functions on behalf of the Trust and the Trustee: adjusting the composition of the portfolio; calculating and adjusting, if necessary, the weighting of each security in the portfolio; disposing of or exchanging securities after it has been determined that such securities will be removed from the Index; and directing securities transactions to brokers or dealers, which may include affiliates of the Trustee, but does not include affiliates of Invesco. The Trustee pays Invesco for these services from its own assets. Invesco intends to perform all of these same functions under the Advisory Agreement at least as effectively as under the current Agency Agreement. For its fiscal year ended September 30, 2024, the Trust did not pay any affiliated brokerage commissions. However, as noted earlier in the Proxy Statement , it is anticipated that, as an Open-End Fund, QQQ may pay brokerage commissions to affiliates of Invesco consistent with any regulatory limitations, including “best execution” considerations, similar to existing funds in the Invesco ETF Trusts.

Additionally, the Governing Instruments provide a substantially similar level of indemnification of the Trustee and Sponsor as the Advisory Agreement would provide of the Adviser. Both the Advisory Agreement and Trust Agreement will be governed by the law of the State of New York. As permitted by the 1940 Act, the Advisory Agreement will have an initial two-year term and will continue in effect from year to year thereafter, provided that such continuance is specifically approved at least annually: (i) by a vote of a majority of the Independent Trustees of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Trust. Each year the Board will undertake a review of the Advisory Agreement as part of its consideration of whether to continue such agreement (such review is referred to herein as the “Section 15 Review”). As part of the annual Section 15 Review, the Board will request, and the Adviser will furnish, such information to the Board to support the Board’s evaluation of whether to approve the renewal of the Advisory Agreement. By contrast, the Governing Instruments of the Trust are not subject to such an annual review or renewal. The Governing Instruments were initially approved on March 4, 1999 , and last amended on October 15, 2020. The Trust Indenture allows for voluntary termination with 60 days’ notice to the other parties to the agreement. Similarly, the Advisory Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board or by a vote of a majority of the outstanding voting securities of the Trust, on 60 days’ written notice to Invesco, or by Invesco any time, without the payment of any penalty, on 60 days’ written notice to the Trust. The Advisory Agreement also will automatically terminate in the event of its assignment.

Benefits of a Unitary Fee Structure

Invesco believes that its ability to serve as an investment adviser to the Trust is in the best interest of the Trust. In support of that conclusion and recommending the proposal to shareholders, it notes the following:

Advisory Services. Pursuant to the proposed Advisory Agreement, Invesco will provide or procure investment management services on behalf of the Trust. Invesco is one of the world’s leading independent global investment management firms and offers extensive, high-quality investment capabilities and client-focused shareholder services. Invesco has considerable financial strength and the resources necessary to fulfill its obligations to the Trust under the Advisory Agreement.

Under the proposed Advisory Agreement, Invesco and its affiliates would provide services to the Trust substantially similar in nature, scope and quality to those provided to the other Invesco ETF Trusts managed by Invesco (including ETFs with substantially similar investment strategies and objectives), including day-to-day management of the portfolio, execution and/or oversight of execution of portfolio transactions, and oversight of the Trust’s administrator, custodian and transfer agent.

Fees and Expenses of the Trust. Under the proposed Advisory Agreement, the fees charged to the Trust are expected to decrease by 2 basis points from current levels (from 0.20% to 0.18% of average annual net assets), which will result in estimated annual cost savings for Shareholders of approximately $70 million per year, based on Trust assets as of July 1, 2025.

The management fee under the proposed Advisory Agreement also is structured as a unitary fee, under which the Adviser would pay all other operating expenses of the Trust, except that the Trust would pay its brokerage expenses, taxes, interest, acquired fund fees and expenses, if any, litigation expenses, costs incurred in connection with proxies (except certain proxies) and other extraordinary expenses. A unitary management fee will provide a level of certainty in expenses for the Trust, relative to other fee structures where expenses may fluctuate year over year.

Based on information compiled by the Adviser from an independent, third-party data provider on the net expense ratios of comparable ETFs, open-end (non-ETF) index funds and open-end (non-ETF) actively managed funds, the proposed unitary fee and resulting expense ratio for the Trust under the Advisory Agreement is lower than the median net expense ratios of its open-end (non-ETF) index fund and open-end (non-ETF) actively managed fund peers and the same as the median net expense ratio of its ETF peers .

Adviser Experience. As described above, Invesco also provides investment advisory services to other materially similar investment products as the Trust, including the Invesco NASDAQ 100 ETF and the Invesco NASDAQ 100 Index Fund, demonstrating its significant experience and success managing this particular investment strategy.

For the above reasons, Invesco believes it is in the best interests of the Trust and its Shareholders for the Shareholders to approve the Advisory Agreement.

Board Considerations

As noted above, under the 1940 Act, if an investment company has a board of trustees, the board, including a majority of its independent trustees, must specifically approve the terms of an investment advisory contract prior to the investment company entering into such contract, and must also approve any subsequent renewal thereof. Currently, the Trust does not have a board of trustees and the Trustee Nominees do not serve the Trust in any capacity. Only if and once the Trustee Nominees are elected to the newly constituted board will the Board have any oversight obligations under the 1940 Act. Accordingly, if each of the Proposals are approved, Invesco anticipates the following sequence of events: (i) outside of normal market trading hours, the Governing Documents will be amended, to (among other things) replace the Trustee with the Board; and (ii) the Board will conduct an initial Section 15 Review of the Advisory Agreement prior to Invesco commencing its service as the Trust’s investment adviser under the proposed Advisory Agreement . ( In addition, the Board will also attend to several other matters, such as adopting necessary policies and procedures, and entering into service provider contracts , as necessary, as is typical for a Board organizing a trust that will have series that operate as Open-End Funds).

Additional Information About Invesco Ltd.

Invesco Ltd., the ultimate parent of Invesco, is a leading independent global investment management company that provides a comprehensive array of investment products for retail, institutional and high-net-worth clients around the world. With offices in more than 20 countries, Invesco Ltd. had approximately $ 2.0 trillion in assets under management as of June 30, 2025 . Invesco Ltd. is organized under the laws of Bermuda, and its common shares are listed and traded on the New York Stock Exchange under the symbol “IVZ.” Invesco Ltd. is located at 1331 Spring Street, Suite 2500, Atlanta, GA 30309.

Additional Information About Invesco Capital Management LLC

Invesco is located at 3500 Lacey Road, Suite 700, Downers Grove, Illinois 60515 and is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended. Invesco is an indirect, wholly-owned subsidiary of Invesco Ltd.

Invesco Capital Management LLC serves as the investment adviser to the Invesco ETF Trusts, a family of ETFs, with combined assets under management of $ 337.5 billion as of June 30 , 2025. The name, address and principal occupation of the principal executive officers and directors of Invesco are set forth in Proposal 2.

The Advisory Agreement must be approved by a vote of a majority of the outstanding voting securities of the Trust. The “vote of a majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of the affirmative vote of (i) 67% or more of the voting securities of the Trust entitled to vote thereon present at the Meeting, provided that the holders of more than 50% of the outstanding voting securities of the Trust are present or represented by proxy; or (ii) more than 50% of the outstanding voting securities of the Trust entitled to vote thereon.

As noted previously, each Proposal’s adoption is contingent on Shareholders approving all three Proposals. Therefore, this Proposal 3 will only be implemented if Shareholders also approve both Proposal 1 and Proposal 2.

INVESCO BELIEVES THAT PROPOSAL 3 IS IN THE BEST INTERESTS OF THE TRUST AND ITS SHAREHOLDERS AND THEREFORE RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

OTHER INFORMATION

Other Business

The Sponsor and the Trustee do not intend to present any other business at the Meeting, nor are they aware that any beneficial owner intends to do so.

Submission of Shareholder Proposals

Upon its conversion to an Open-End Fund, the Trust will generally not be required to hold annual meetings of Shareholders, and the Trust currently does not intend to hold such shareholder meetings in any year unless certain specified shareholder actions are required to be taken under its Governing Instruments or in accordance with the 1940 Act. Because the Trust does not hold annual shareholder meetings, the anticipated date of the next shareholder meeting cannot be provided.

Although the Trust has not adopted a specific process regarding shareholder proposals, any Shareholder desiring to submit a proposal to be presented at any future meeting of Shareholders of the Trust hereafter called may submit such proposal to Invesco at Invesco’s principal offices, to be received within a reasonable time before the solicitation of proxies for such meeting in order for such proposal to be considered for inclusion in that proxy statement relating to such meeting. However, the timely submission of a proposal by a Shareholder does not guarantee that such proposal will be included in a proxy statement or presented at a Shareholder meeting; whether a Shareholder proposal is included in a proxy statement will be determined in accordance with applicable federal and state law.

TRUST SERVICE PROVIDERS

Sponsor

The Sponsor of the Trust is Invesco Capital Management LLC, a Delaware limited liability company with offices at 3500 Lacey Road, Suite 700, Downers Grove, IL 60515.

Trustee

The Trustee of the Trust is The Bank of New York Mellon, a corporation organized under the laws of the State of New York with trust powers. The Trustee has an office at 2 Hanson Place, 9th Floor, Brooklyn, NY 11217. The Trustee is subject to supervision and examination by the Federal Reserve Bank of New York and the New York State Department of Financial Services.

Administrator

The Bank of New York Mellon provides administrative services to the Trust in its role as Trustee of the Trust, pursuant to the Trust’s Governing Instruments. Invesco Capital Management LLC performs certain of these administrative services at cost pursuant to a delegation agreement with the Trustee.

Distributor

Invesco Distributors, Inc. serves as the Distributor for the Trust. The Distributor is located at 11 Greenway Plaza, Houston, Texas 77046-1173. The Distributor is a registered broker-dealer and a member of FINRA.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers, LLP (“PwC”), the Trust’s independent registered public accounting firm, audits the financial statements of the Trust. Representatives of PwC are not expected to be present at the Meeting. In the event representatives of PwC do attend the Meeting, they will have the opportunity to make a statement if they desire to do so and will be available to answer appropriate questions.

The following tables show the aggregate fees that PwC billed the Trust for the last two fiscal years. With respect to the line items in the tables, “Audit fees” are those fees associated with the audit of the Trust’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements and registration consents. “Audit-related fees” refer to the assurance and related services by the independent public accounting firm that are reasonably related to the performance of the Trust’s annual financial statements and are not otherwise included under the “audit fees” category above. “Tax fees” refer to fees for professional services rendered by the registered principal accounting firm for tax compliance, tax advice and tax planning. “All other fees” refer to fees related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services.

Because the Trust does not currently have a board of trustees, it does not have an audit committee nor audit committee pre-approval policies and procedures. However, if Shareholders approve Proposal 1 and shareholders approve for election the trustees to comprise a board of trustees for the Trust following the amendment of the Governing Instruments replacing the existing Trustee (a bank) with a slate of individuals, it is anticipated that the board of trustees will adopt the same structure, including with respect to board committees and related policies and procedures of such committees, as the ETF Board. Accordingly, the ETF Board Audit Committee’s pre-approval policies and procedures areincluded herein as Appendix H.

INFORMATION INCORPORATED BY REFERENCE

The Trust’s existing Governing Instruments are incorporated by reference to this proxy statement. Shareholders may request copies of these documents, without charge, by calling 1-800-983-0903 or writing Invesco Distributors, Inc. , 11 Greenway Plaza, Houston, Texas 77046-1173, and copies will be sent upon receipt of such request.