american infrastructure growth portfolio 2019-3 mlp & income portfolio … · american...

American Infrastructure Growth Portfolio 2019-3

MLP & Income Portfolio 2019-3

Each unit investment trust named above (the “Portfolios”), included in Invesco Unit Trusts, Series 1985, invests ina portfolio of securities. Of course, we cannot guarantee that a Portfolio will achieve its objective.

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

July 26, 2019

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

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

Any contrary representation is a criminal offense.

INVESCO

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

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolio ofstocks and other equity securities of companies inindustries that may benefit from increased levels ofinfrastructure investment in the United States. InvescoCapital Markets, Inc., the Sponsor, seeks to identifycompanies that are involved in America’s movementtowards energy independence, technology andcommunication growth, renewable energy and utilityservice modernization. The Sponsor believes that certainindustries may have the potential to benefit fromincreased spending on infrastructure repair and growthin America, including the construction, engineering,util it ies, renewable energy, energy pipeline andtransportation, railroad, technology andtelecommunication infrastructure industries.

In selecting the securities for the Portfolio, theSponsor considered companies with significantbusiness activity in the United States market, andevaluated those companies based upon factorsincluding forward earnings and cash-flow projections,recent earnings and free-cash-flow growth, industryand peer group analysis and market valuation levels.

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

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

attributable to a Unitholder. For more information see“Rights of Unitholders--Rollover”.

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

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

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

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

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

• The Portfolio invests in MLPs. MostMLPs operate in the energy sector and aresubject to the risks generally applicable tocompanies in that sector, including commoditypricing risk, supply and demand risk, depletionr isk and explorat ion r isk. MLPs are alsosubject to the risk that regulatory or legislativechanges could l imit or e l iminate the taxbenefits enjoyed by MLPs which could have anegative impact on the after-tax incomeavailable for distribution by the MLPs and/orthe value of the Portfolio’s investments.

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

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Fee Table

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

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

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

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

Estimated Organization Costs 0.673% $6.500 ______ ______ ______ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.377% $3.643Supervisory, bookkeeping

and administrative fees 0.057 0.550 ______ ______

Total 0.434% $4.193* ______ ______ ______ ______

Example

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

1 year $ 382 3 years 827 5 years 1,298 10 years 2,373

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

The maximum sales charge is 2.75% of the Public Offering Priceper Unit. There is no initial sales charge at a Public Offering Price of $10or less. If the Public Offering Price exceeds $10 per Unit, the initial salescharge is the difference between the total sales charge (maximum of2.75% of the Public Offering Price) and the sum of the remainingdeferred sales charge and the creation and development fee. Thedeferred sales charge is fixed at $0.225 per Unit and accrues daily fromNovember 10, 2019 through April 9, 2020. Your Portfolio pays aproportionate amount of this charge on the 10th day of each monthbeginning in the accrual period until paid in full. The combination of theinitial and deferred sales charges comprises the “transactional salescharge”. The creation and development fee is fixed at $0.05 per Unit andis paid at the earlier of the end of the initial offering period (anticipated tobe three months) or six months following the Initial Date of Deposit. Formore detail, see “Public Offering Price - General.”

Essential Information

Unit Price at Initial Date of Deposit $10.0000

Initial Date of Deposit July 26, 2019

Mandatory Termination Date July 23, 2021

Historical 12 Month Distributions1,2 $0.19942 per Unit

Record Dates1,2 10th day of each month

Distribution Dates1,2 25th day of each month

CUSIP Numbers Cash – 46144F627

Reinvest – 46144F635

Fee Based Cash – 46144F643

Fee Based Reinvest – 46144F650

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

2 The Trustee will make distributions of income and capital on eachmonthly Distribution Date to Unitholders of record on the precedingRecord Date, provided that the total cash held for distribution equals atleast $0.01 per Unit. Undistributed income and capital wil l bedistributed in the next month in which the total cash held for distributionequals at least $0.01 per Unit. Based on the foregoing, it is currentlyestimated that the initial distribution will occur in September 2019.

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Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ COMMON STOCKS - 88.06% Consumer Discretionary - 4.01% 3 Amazon.com, Inc. $ 1,973.820 $ 5,921.46 Energy - 4.02% 289 Kinder Morgan, Inc. 20.580 5,947.62 Industrials - 23.97% 160 AECOM 36.650 5,864.00 112 MasTec, Inc. 51.760 5,797.12 32 Norfolk Southern Corporation 187.560 6,001.92 156 Quanta Services, Inc. 37.640 5,871.84 34 Union Pacific Corporation 173.210 5,889.14 47 United Rentals, Inc. 127.740 6,003.78 Information Technology - 20.14% 49 Analog Devices, Inc. 122.180 5,986.82 20 Broadcom, Inc. 300.390 6,007.80 105 Cisco Systems, Inc. 56.620 5,945.10 114 Intel Corporation 52.160 5,946.24 42 Microsoft Corporation 140.190 5,887.98 Materials - 7.82% 26 Martin Marietta Materials, Inc. 221.880 5,768.88 43 Vulcan Materials Company 134.500 5,783.50 Real Estate - 19.98% 29 American Tower Corporation 205.420 5,957.18 46 Crown Castle International Corporation 129.470 5,955.62 102 CyrusOne, Inc. 56.730 5,786.46 12 Equinix, Inc. 490.480 5,885.76 73 Prologis, Inc. 81.450 5,945.85 Utilities - 8.12% 80 Dominion Energy, Inc. 74.860 5,988.80 29 NextEra Energy, Inc. 207.630 6,021.27 MASTER LIMITED PARTNERSHIPS (3) - 11.94% 395 Energy Transfer, L.P. 14.820 5,853.90 197 Enterprise Products Partners, L.P. 30.210 5,951.37 190 MPLX, L.P. 30.790 5,850.10___________ ____________ 2,385 $ 147,819.51___________ _______________________ ____________

See “Notes to Portfolios”.

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

Principal Investment Strategy. The Portfolioseeks to achieve its objective by investing in a portfolio ofcommon stocks of master limited partnerships (“MLPs”),similar energy and energy-infrastructure companies andclosed-end investment companies (“closed-end funds”)that invest in common stocks of MLPs or similar energyand energy-infrastructure companies.

In selecting the Portfolio, Invesco Capital Markets,Inc., the Sponsor, sought to include MLPs withbusiness operations predominantly within the UnitedStates that are primarily engaged in the logisticaltransportation and/or storage of oil, natural gas, orother natural resources. The MLPs were selectedbased on factors including cash-flow analysis,distribution level, including distribution sustainabilityand growth, relative valuation, volatility and overallrisk profile. The Sponsor may also include commonstocks of energy and energy- inf rastructurecompanies based on factors similar to those used toselect the MLPs.

In selecting the closed-end funds for the Portfolio,the Sponsor sought to invest in funds representativeof asset classes with generally attractive incomeopportunities. In addition, the Sponsor assembledthe final portfolio based on consideration of factorsincluding, but not limited to:

• Manager Performance – Performance relative toits benchmark and peer group

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

• Dividend – Current dividend level andsustainability

• Diversification – Analysis of asset class mix

• Credit Quality – Analysis of fixed income holdings

• Liquidity – Analysis of fund trading volume

Approximately 77% of the Portfolio consists of fundsthat are classified as “non-diversified” under theInvestment Company Act of 1940. These funds have theability to invest a greater portion of their assets inobligations of a single issuer. As a result, these fundsmay be more susceptible to volatility than a more widelydiversified fund.

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

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

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

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

• A security issuer may be unable to issuedistributions, or to make payments ofinterest, dividends or principal in thefuture. This may reduce the level of incomecertain of the Portfolio’s securities pay whichwould reduce your income and may cause thevalue of your Units to fall.

• The financial condition of a securityissuer may worsen or its credit ratingsmay drop, resulting in a reduction in

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the value of your Units. This may occur atany point in time, including during the initialoffering period.

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

• The Portfolio and each of the closed-endfunds in the Portfolio invest in MLPs.Most MLPs operate in the energy sector andare subject to the risks generally applicable tocompanies in that sector, including commoditypricing risk, supply and demand risk, depletionrisk and exploration risk. MLPs are also subjectto the risk that regulatory or legislative changescould limit or eliminate the tax benefits enjoyedby MLPs which could have a negative impacton the after-tax income available for distributionby the MLPs and/or the value of the Portfolio’sinvestments.

• Primarily through its investment in MLPs,the Portfolio is concentrated in securitiesissued by companies in the energysector. Negative developments in this sectorwill affect the value of your investment morethan would be the case in a more diversifiedinvestment.

• The Portfolio invests in shares ofclosed-end funds. You should understandthe section titled “Closed-End Funds” beforeyou invest. In particular, shares of closed-endfunds tend to trade at a discount from their netasset value and are subject to risks related tofactors such as management’s abi l i ty toachieve a fund’s objective, market conditionsaffecting a fund’s investments and use ofleverage. The underly ing funds havemanagement and operating expenses. You willbear not only your share of the Portfolio’s

expenses, but also the expenses of theunderlying funds. By investing in other funds,the Portfolio incurs greater expenses than youwould incur if you invested directly in the funds.

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

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

Fee Table

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

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

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

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

Estimated Organization Costs 0.673% $ 6.500 ______ ______ ______ ______

Estimated Annual Expenses Trustee’s fee and operating expenses 0.515% $ 4.978Supervisory fee, bookkeeping

and administrative fees 0.057 0.550Underlying fund expenses 2.582 24.943 ______ ______

Total 3.154% $30.471* ______ ______ ______ ______

Example

This example helps you compare the cost of the Portfolio with otherunit trusts and mutual funds. In the example we assume that theexpenses do not change and that the Portfolio’s annual return is 5%. Youractual returns and expenses will vary. This example also assumes thatyou continue to follow the Portfolio strategy and roll your investment,including all distributions, into a new trust every two years subject to asales charge of 2.75%. Based on these assumptions, you would pay thefollowing expenses for every $10,000 you invest in the Portfolio:

1 year $ 645 3 years 1,589 5 years 2,533 10 years 4,720

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

The maximum sales charge is 2.75% of the Public Offering Priceper Unit. There is no initial sales charge at a Public Offering Price of $10or less. If the Public Offering Price exceeds $10 per Unit, the initial salescharge is the difference between the total sales charge (maximum of2.75% of the Public Offering Price) and the sum of the remainingdeferred sales charge and the creation and development fee. Thedeferred sales charge is fixed at $0.225 per Unit and accrues daily fromNovember 10, 2019 through April 9, 2020. Your Portfolio pays aproportionate amount of this charge on the 10th day of each monthbeginning in the accrual period until paid in full. The combination of theinitial and deferred sales charges comprises the “transactional salescharge”. The creation and development fee is fixed at $0.05 per unitand is paid at the earlier of the end of the initial offering period(anticipated to be three months) or six months following the Initial Dateof Deposit. For more detail, see “Public Offering Price - General.”

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

Essential Information

Unit Price at Initial Date of Deposit $10.0000Initial Date of Deposit July 26, 2019Mandatory Termination Date July 23, 2021Historical 12 Month Distributions1 $0.88521 per UnitRecord Dates 10th day of August 2019 and each month thereafterDistribution Dates 25th day of August 2019 and each month thereafterCUSIP Numbers Cash – 46144F668 Reinvest – 46144F676 Fee Based Cash – 46144F684 Fee Based Reinvest – 46144F692

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

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Portfolio______________________________________________________________________________________________________________ Cost ofNumber Market Value Securities toof Shares Name of Issuer (1) per Share (2) Portfolio (2) ___________ ___________________________________________ _____________ _____________ CLOSED-END FUNDS - 76.97% 933 ClearBridge Energy Midstream Opportunity Fund, Inc. $ 9.530 $ 8,891.49 721 ClearBridge MLP and Midstream Fund, Inc. 12.360 8,911.56 620 ClearBridge MLP and Midstream Total Return Fund, Inc. 9.540 5,914.80 421 Cushing MLP & Infrastructure Total Return Fund 10.560 4,445.76 638 Cushing Renaissance Fund 13.900 8,868.20 1,129 Duff & Phelps Select MLP and Midstream Energy Fund, Inc. 5.240 5,915.96 541 First Trust Energy Infrastructure Fund 16.220 8,775.02 740 First Trust MLP and Energy Income Fund 11.950 8,843.00 606 First Trust New Opportunities MLP & Energy Fund 9.810 5,944.86 1,629 Goldman Sachs MLP and Energy Renaissance Fund 5.430 8,845.47 1,129 Goldman Sachs MLP Income Opportunities Fund 7.830 8,840.07 512 Kayne Anderson Midstream/Energy Fund, Inc. 11.560 5,918.72 381 Kayne Anderson MLP/Midstream Investment Company 15.520 5,913.12 649 Tortoise Midstream Energy Fund, Inc. 13.650 8,858.85 607 Tortoise Pipeline & Energy Fund, Inc. 14.710 8,928.97 MASTER LIMITED PARTNERSHIPS (3) - 21.03% 82 Crestwood Equity Partners, L.P. 35.950 2,947.90 297 Energy Transfer, L.P. 14.820 4,401.54 98 Enterprise Products Partners, L.P. 30.210 2,960.58 107 EQT Midstream Partners, L.P. 41.540 4,444.78 67 Magellan Midstream Partners, L.P. 66.740 4,471.58 143 MPLX, L.P. 30.790 4,402.97 83 Phillips 66 Partners, L.P. 53.950 4,477.85 120 Plains All American Pipeline, L.P. 24.800 2,976.00 COMMON STOCK - 2.00% 144 Kinder Morgan, Inc. 20.580 2,963.52___________ ____________ 12,397 $ 147,862.57___________ _______________________ ____________

See “Notes to Portfolios”.

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Notes to Portfolios

(1) The Securities are initially represented by “regular way” contracts for the performance of which an irrevocable letter ofcredit has been deposited with the Trustee. Contracts to acquire Securities were entered into on July 25, 2019 andhave a settlement date of July 29, 2019 (see “The Portfolios”).

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

Profit Cost to (Loss) To Sponsor Sponsor ______________ _____________

American Infrastructure Growth Portfolio . . . . . . . . . . . . . . . . . $ 147,867 $ (47)MLP & Income Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 148,111 $ (248)

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

(3) Each of these securities is classified as an MLP and is expected to be treated as a “qualified publicly traded partnership”for federal tax purposes. See “Portfolio Administration” regarding the Portfolio’s limitation with investments in thesesecurities.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sponsor and Unitholders of Invesco Unit Trusts, Series 1985:

Opinion on the Financial Statements

We have audited the accompanying statements of condition (including the related portfolio schedules) ofAmerican Infrastructure Growth Portfolio 2019-3 and MLP & Income Portfolio 2019-3 (included in InvescoUnit Trusts, Series 1985 (the “Trust”)) as of July 26, 2019, and the related notes (collectively referred to as the“financial statements”). In our opinion, the financial statements present fairly, in all material respects, thefinancial position of the Trust as of July 26, 2019, in conformity with accounting principles generally acceptedin the United States of America.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financialstatements, whether due to error or fraud, and performing procedures that respond to those risks. Suchprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in thefinancial statements. Our audits also included evaluating the accounting principles used and significantestimates made by the Sponsor, as well as evaluating the overall presentation of the financial statements. Ourprocedures included confirmation of cash or irrevocable letters of credit deposited for the purchase ofsecurities as shown in the statements of condition as of July 26, 2019 by correspondence with The Bank ofNew York Mellon, Trustee. We believe that our audits provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

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

New York, New YorkJuly 26, 2019

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STATEMENTS OF CONDITIONAs of July 26, 2019

American Infrastructure MLP Growth & IncomeINVESTMENT IN SECURITIES Portfolio Portfolio _____________ _____________Contracts to purchase Securities (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 147,820 $ 147,863 _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 147,820 $ 147,863 _____________ _____________ _____________ _____________

LIABILITIES AND INTEREST OF UNITHOLDERSLiabilities-- Organization costs (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 961 $ 961 Deferred sales charge liability (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,326 3,327 Creation and development fee liability (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 739 739 Interest of Unitholders-- Cost to investors (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147,820 147,863 Less: deferred sales charge, creation and development fee and organization costs (2)(4)(5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,026 5,027 _____________ _____________ Net interest to Unitholders (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142,794 142,836 _____________ _____________ Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 147,820 $ 147,863 _____________ _____________ _____________ _____________Units outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,782 14,787 _____________ _____________ _____________ _____________Net asset value per Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.660 $ 9.660 _____________ _____________ _____________ _____________

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

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

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

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

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THE PORTFOLIOS

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

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

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

Additional Units of your Portfolio may be issued atany time by depositing in the Portfolio (i) additionalSecurities, (ii) contracts to purchase Securities togetherwith cash or irrevocable letters of credit or (iii) cash (or aletter of credit or the equivalent) with instructions topurchase additional Securities. As additional Units areissued by your Portfolio, the aggregate value of theSecurities will be increased and the fractional undividedinterest represented by each Unit may be decreased.The Sponsor may continue to make additional depositsinto your Portfolio following the Initial Date of Depositprovided that the additional deposits will be in amountswhich will maintain, as nearly as practicable, the same

percentage relationship among the number of shares ofeach Security in the Portfolio that existed immediatelyprior to the subsequent deposit. Investors mayexperience a dilution of their investments and areduction in their anticipated income because offluctuations in the prices of the Securities between thetime of the deposit and the purchase of the Securitiesand because your Portfolio will pay the associatedbrokerage or acquisition fees. In addition, during theinitial offering of Units it may not be possible to buy apart icular Security due to regulatory or tradingrestrictions, or corporate actions. While such limitationsare in effect, additional Units would be created bypurchasing each of the Securities in your Portfolio thatare not subject to those limitations. This would alsoresult in the dilution of the investment in any suchSecurity not purchased and potential variances inanticipated income. Purchases and sales of Securitiesby your Portfolio may impact the value of the Securities.This may especially be the case during the initial offeringof Units, upon Portfolio termination and in the course ofsatisfying large Unit redemptions.

Each Unit of your Portfolio initially offered representsan undivided interest in the Portfolio. At the close of theNew York Stock Exchange on the Init ial Date ofDeposit, the number of Units may be adjusted so thatthe Public Offering Price per Unit equals $10. Thenumber of Units, fractional interest of each Unit in yourPortfolio and any historical or estimated per Unitdistribution amount will increase or decrease to theextent of any adjustment. To the extent that any Unitsare redeemed to the Trustee or additional Units areissued as a result of additional Securit ies beingdeposited by the Sponsor, the fractional undividedinterest in your Portfol io represented by eachunredeemed Unit will increase or decrease accordingly,although the actual interest in your Portfolio will remainunchanged. Units wi l l remain outstanding unti lredeemed upon tender to the Trustee by Unitholders,which may include the Sponsor, or until the terminationof the Trust Agreement.

Your Portfolio consists of (a) the Securities (includingcontracts for the purchase thereof) listed under theapplicable “Portfolio” as may continue to be held from

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time to time in the Portfolio, (b) any additional Securitiesacquired and held by the Portfolio pursuant to theprovisions of the Trust Agreement and (c) any cash heldin the related Income and Capital Accounts. Neither theSponsor nor the Trustee shall be liable in any way forany contract failure in any of the Securities.

OBJECTIVES AND SECURITIES SELECTION

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

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

CLOSED-END FUNDS

The MLP & Income Portfolio invests significantly inclosed-end funds. Closed-end funds are a type ofinvestment company that hold an actively managedportfolio of securities. Closed-end funds issue shares in“closed-end” offerings which generally trade on a stockexchange (although some closed-end fund shares arenot listed on a securities exchange). The funds in theMLP & Income Portfolio all are currently listed on asecurities exchange. Since closed-end funds maintain arelatively fixed pool of investment capital, portfoliomanagers may be better able to adhere to theirinvestment philosophies through greater flexibility andcontrol. In addition, closed-end funds don’t have tomanage fund l iquidity to meet potential ly largeredemptions.

Closed-end funds are subject to various risks,including management’s ability to meet the closed-endfund’s investment objective, and to manage the closed-

end fund portfolio when the underlying securities areredeemed or sold, during periods of market turmoil andas investors’ perceptions regarding closed-end funds ortheir underlying investments change.

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

The closed-end funds included in the MLP & IncomePortfolio may employ the use of leverage in theirportfolios through the issuance of preferred stock orother methods. While leverage often serves to increasethe yield of a closed-end fund, this leverage alsosubjects the closed-end fund to increased risks. Theserisks may include the likelihood of increased volatilityand the possibility that the closed-end fund’s commonshare income wil l fal l if the dividend rate on thepreferred shares or the interest rate on any borrowingsrises. The potential inability for a closed-end fund toemploy the use of leverage effectively, due todisruptions in the market for the various instrumentsissued by closed-end funds or other factors, may resultin an increase in borrowing costs and a decreased yieldfor a closed-end fund.

Due to the level of their investments in MasterLimited Partnerships (“MLPs”), certain of the closed-endfunds in the MLP & Income Portfolio are classified forfederal income tax purposes as taxable regularcorporations or so-called Subchapter “C” corporations(“C” corporations). Generally, “C” corporations in yourPortfolio accrue a deferred tax liability for future taxliabilities associated with its investments in MLPs. A “C”corporation’s accrued deferred tax liability, if any, maybe reflected in its net asset value per share. Any suchdeferred tax liability may vary greatly from year to yeardepending on the nature of the “C” corporation’sinvestment holdings, the performance of thoseinvestments and general market conditions. Actualdeferred income tax expense, if any, is incurred overmany years, depending on if and when investment

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gains and losses are realized, the then-current basis ofthe “C” corporation’s assets and other factors.

Certain of the funds in the MLP & Income Portfoliomay be classif ied as “non-diversif ied” under theInvestment Company Act of 1940. These funds havethe ability to invest a greater portion of their assets insecurit ies of a single issuer which could reducediversification.

Only the Trustee may vote the shares of theclosed-end funds held in the MLP & Income Portfolio.The Trustee will vote the shares in the same generalproportion as shares held by other shareholders of eachfund. Your Portfolio is generally required, however, toreject any offer for securities or other property inexchange for portfolio securities as described under“Portfolio Administration--Portfolio Administration.”

RISK FACTORS

All investments involve risk. This section describesthe main risks that can impact the value of the securitiesin your Portfolio and the underlying securities in theportfolios of the underlying funds in the MLP & IncomePortfolio. You should understand these risks before youinvest. If the value of the securities falls, the value ofyour Units will also fall. We cannot guarantee that yourPortfol io wi l l achieve its objective or that yourinvestment return will be positive over any period.

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

Interest Rate Risk. This is the risk that any fixedincome securities held by a closed-end fund in the MLP& Income Portfolio will decline in value because of a rise

in interest rates. Generally, securities that pay fixed ratesof return will increase in value when interest ratesdecline and decrease in value when interest rates rise.Fixed income securities held indirectly (through closed-end funds) by the MLP & Income Portfolio with longerperiods before maturity are often more sensitive tointerest rate changes. Given the historically low interestrate environment in the U.S., risks associated with risingrates are heightened. The negative impact on preferredand fixed income securities from any interest rateincreases could be swift and significant and, as a result,a rise in interest rates may adversely affect the value ofyour Units.

Dividend, Credit and Distribution PaymentRisk. Dividend, credit and distribution payment risk isthe risk that an issuer of a security in your Portfolio isunable or unwilling to make dividend, interest and/orprincipal payments, or issue distributions. Stocksrepresent ownership interests in the issuers and are notobligations of the issuers. The MLPs in your Portfolioissue periodic distr ibutions and do not declaredividends, as discussed below in “Master LimitedPartnership Risk”. Common stockholders have a rightto receive dividends only after the company hasprovided for payment of its creditors, bondholders andpreferred stockholders. Common stocks do not assuredividend payments. Dividends are paid only whendeclared by an issuer’s board of directors and theamount of any dividend may vary over time. If dividendsor distributions received by your Portfolio are insufficientto cover expenses, redemptions or other Portfoliocosts, it may be necessary for your Portfolio to sellSecurities to cover such expenses, redemptions orother costs. Any such sales may result in capital gainsor losses to you. See “Taxation”.

Closed-End Funds. The MLP & Income Portfolioinvests in shares of closed-end funds. You shouldunderstand the preceding section titled “Closed-EndFunds” before you invest. Shares of closed-end fundsfrequently trade at a discount from their net asset valuein the secondary market. This risk is separate anddistinct from the risk that the net asset value of fundshares may decrease. The amount of such discountfrom net asset value is subject to change from time to

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time in response to various factors. All funds are subjectto various risks, including management’s ability to meetthe fund’s investment objective, and to manage thefund portfolio when the underlying securities areredeemed or sold, during periods of market turmoil andas investors’ perceptions regarding funds or theirunderlying investments change. The Portfolios and anyunderlying funds have operating expenses. You will bearnot only your share of your Portfolio’s expenses, butalso the expenses of any underlying funds. By investingin other funds, the MLP & Income Portfolio incursgreater expenses than you would incur if you investeddirectly in the funds.

Master Limited Partnership Risk. ThePortfolios, and each of the closed-end funds in the MLP& Income Portfolio, invest in MLPs. MLPs are generallyorganized as limited partnerships or limited liabilitycompanies that are taxed as partnerships and whoseequity shares (limited partnership units or limited liabilitycompany units) are traded on securities exchanges likeshares of common stock. An MLP generally consists ofa general partner and limited partners. The generalpartner manages the partnership, has an ownershipstake in the partnership (generally around 2%) and mayhold incentive distribution rights, which entitle thegeneral partner to a higher percentage of cashdistributions as cash flows grow over time. The limitedpartners own the majority of the shares in an MLP, butgenerally do not have a role in the operation andmanagement of the partnership and do not have votingrights. MLPs generally distribute nearly all of theirincome to investors (generally around 90%) in the formof quarterly distributions. MLPs are not required to payout a certain percentage of income but are able to doso because they do not pay corporate taxes.

Currently, most MLPs operate in the energy sector,with a particular emphasis on the midstream sector ofthe energy value chain, which includes the infrastructurenecessary to transport, refine and store oil and gas.Investments in MLP interests are subject to the risksgenerally applicable to companies in the energy andnatural resources sectors, including commodity pricingrisk, supply and demand risk, depletion risk andexploration risk. In addition, the potential for regulatory

or legislative changes that could impact the highlyregulated sectors in which MLPs invest remains asignificant risk to the segment. Since MLPs typicallydistribute most of their free cash flow, they are oftenheavily dependent upon access to capital markets tofaci l i tate continued growth. A severe economicdownturn could reduce the ability of MLPs to accesscapital markets and could also reduce profitability byreducing energy demand. Certain MLPs may be subjectto additional liquidity risk due to limited trading volumes.

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

High-Yield Security Risk. Certain of the securitiesheld by the underlying funds in the MLP & IncomePortfolio may be high-yield securities or unratedsecurities. High-yield, high risk securities are subject togreater market fluctuations and risk of loss thansecurities with higher investment ratings. The value ofthese securities will decline significantly with increasesin interest rates, not only because increases in ratesgenerally decrease values, but also because increasedrates may indicate an economic slowdown. Aneconomic slowdown, or a reduction in an issuer’screditworthiness, may result in the issuer being unableto maintain earnings at a level sufficient to maintaininterest and principal payments.

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

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higher rated securities and are affected by short-termcredit developments to a greater degree.

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

Industry Risks. Your Portfolio invest significantly incertain industries. Any negative impact on theseindustries will have a greater impact on the value ofUnits than on a portfolio diversified over severalindustries. You should understand the risks of theseindustries before you invest.

The relative weighting or composition of yourPortfolio may change during the life of your Portfolio.Following the Initial Date of Deposit, the Sponsorintends to issue additional Units by depositing in yourPortfolio additional securities in a manner consistentwith the provisions described in the above sectionentitled “The Portfolios”. As described in that section, itmay not be possible to retain or continue to purchaseone or more Securities in your Portfolio. In addition, dueto certain limited circumstances described under“Portfolio Administration”, the composition of theSecurities in your Portfolio may change. Accordingly,the fluctuations in the relative weighting or compositionof your Portfolio may result in concentrations (25% ormore of a Portfolio’s assets) in securities of a particulartype, industry and/or geographic region described inthis section.

Industrials Issuers. The American InfrastructureGrowth Portfolio invests significantly in industrialscompanies. General risks of industrials companiesinclude the general state of the economy, intensecompetition, imposition of import controls, volatility incommodity prices, currency exchange rate fluctuation,consol idation, labor relat ions, domestic andinternational politics, excess capacity and consumerspending trends. Companies in the industrials sector

may be adversely affected by liability for environmentaldamage and product liability claims. Capital goodscompanies may also be significantly affected by overallcapital spending and leverage levels, economic cycles,technical obsolescence, delays in modernization,limitations on supply of key materials, depletion ofresources, government regulations, governmentcontracts and e-commerce initiatives.

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

Information Technology Issuers. The AmericanInfrastructure Growth Portfolio invests significantly ininformation technology companies. These companiesinclude companies that are involved in computer andbusiness services, enterprise software/technicalsoftware, Internet and computer software, Internet-related services, networking and telecommunicationsequipment, telecommunications services, electronicsproducts, server hardware, computer hardware andperipherals, semiconductor capital equipment andsemiconductors. These companies face risks related torapidly changing technology, rapid productobsolescence, cyclical market patterns, evolvingindustry standards and frequent new productintroductions.

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Companies in this sector face risks from rapidchanges in technology, competition, dependence oncertain suppliers and supplies, rapid obsolescence ofproducts or services, patent termination, frequent newproducts and government regulation. These companiescan also be adversely affected by interruption orreduction in supply of components or loss of keycustomers and failure to comply with certain industrystandards.

An unexpected change in technology can have asignificant negative impact on a company. The failure ofa company to introduce new products or technologiesor keep pace with rapidly changing technology canhave a negative impact on the company’s results.Information technology companies may also be smallerand/or less experienced companies with limited productlines, markets or resources. Stocks of some Internetcompanies have high price-to-earnings ratios with littleor no earnings histories. Information technology stockstend to experience substantial price volatility andspeculative trading. Announcements about newproducts, technologies, operating results or marketingal l iances can cause stock prices to f luctuatedramatically. At times, however, extreme price andvolume fluctuations are unrelated to the operatingperformance of a company. This can impact your abilityto redeem your Units at a price equal to or greater thanwhat you paid.

Real Estate Companies. The American InfrastructureGrowth Portfolio invests significantly in real estateinvestment companies which consist primarily of realestate investment trusts (“REITs”), and, to a lesserextent, real estate operating companies (“REOCs”)(collectively “real estate companies”). You shouldunderstand the risks of real estate companies beforeyou invest. Many factors can have an adverse impacton the performance of a particular real estate company,including its cash available for distribution, the creditquality of a particular real estate company or the realestate industry generally. The success of real estatecompanies depends on various factors, including thequality of property management, occupancy and rentlevels, appreciation of the underlying property and theability to raise rents on those properties. Economic

recession, over-bui lding, tax law changes,environmental issues, higher interest rates or excessivespeculation can all negatively impact these companies,their future earnings and share prices.

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

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

• decline in real estate values,

• possible lack of availability of mortgagefunds,

• the financial health of tenants,

• over-building and increased competition fortenants,

• over-supply of properties for sale,

• changing demographics,

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

• changes in government regulations,

• faulty construction and the ongoing needfor capital improvements,

• regulatory and judicial requirements,including relating to liability for environmentalhazards,

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

• changes in neighborhood values and buyerdemand, and

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

Variations in rental income and space availability andvacancy rates in terms of supply and demand areadditional factors affecting real estate generally and realestate companies in particular. Properties owned by acompany may not be adequately insured against certain

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losses and may be subject to significant environmentalliabilities, including remediation costs.

You should also be aware that real estatecompanies may not be diversified and are subject tothe risks of financing projects. The real estate industrymay be cycl ical, and, i f your Portfol io acquiressecurities at or near the top of the cycle, there isincreased risk of a decline in value of the securitiesduring the life of your Portfolio.

Real estate companies are also subject to defaultsby borrowers and the market’s perception of the realestate industry generally.

Because of the structure of certain real estatecompanies, and legal requirements in many countriesthat these companies distribute a certain minimumamount of their taxable income to shareholdersannually, real estate companies often require frequentamounts of new funding, through both borrowingmoney and issuing stock. Thus, many real estatecompanies historical ly have frequently issuedsubstantial amounts of new equity shares (orequivalents) to purchase or build new properties. Thismay have adversely affected security market prices.Both existing and new share issuances may have anadverse effect on these prices in the future, especiallywhen companies continue to issue stock when realestate prices are relatively high and stock prices arerelatively low.

Energy Issuers. The MLP & Income Portfolio isexposed to companies in the energy sector throughdirect or indirect (through closed-end funds) investmentin MLPs. Energy companies can be significantlyimpacted by fluctuations in the prices of energy fuels,such as crude oil, natural gas, and other fossil fuels.Extended periods of low energy fuel prices can have amaterial adverse impact on an energy company’sfinancial condition and results of operations. The pricesof energy fuels can be materially impacted by generaleconomic conditions, demand for energy fuels, industryinventory levels, production quotas or other actions thatmight be imposed by the Organization of PetroleumExport ing Countr ies (OPEC), weather-relateddisruptions and damage, competing fuel prices, and

geopolitical risks. Recently, the price of crude oil, naturalgas and other fossil fuels has declined substantially andexperienced significant volatility, which has adverselyimpacted energy companies and their stock prices anddividends. The price of energy fuels may decline furtherand have further adverse effects on energy companies.Some energy companies depend on their ability to findand acquire additional energy reserves. The explorationand recovery process involves significant operatinghazards and can be very costly. An energy companyhas no assurance that it will find reserves or that anyreserves found will be economically recoverable.

The energy industry also faces substantialgovernment regulation, including environmentalregulation regarding air emissions and disposal ofhazardous materials. These regulations may increasecosts and limit production and usage of certain fuels.Additionally, governments have been increasing theirattention to issues related to greenhouse gas (“GHG”)emissions and cl imate change, and regulatorymeasures to l imit or reduce GHG emissions arecurrently in various stages of discussion orimplementation. GHG emissions-related regulationscould substantially harm energy companies, includingby reducing the demand for energy fuels and increasingcompliance costs. Energy companies also face risksrelated to political conditions in oil producing regions(such as the Middle East). Political instability or war inthese regions could negatively impact energycompanies. The operations of energy companies canbe disrupted by natural or human factors beyond thecontrol of the energy company. These includehurricanes, floods, severe storms, and other weatherevents, civil unrest, accidents, war, earthquakes, fire,political events, systems failures, and terrorist attacks,any of which could result in suspension of operations.Energy companies also face certain hazards inherent tooperating in their industry, such as accidental releasesof energy fuels or other hazardous materials,explosions, and mechanical failures, which can result inenvironmental damage, loss of life, loss of revenues,legal liability and/or disruption of operations.

Tax and Legislation Risk. Tax legislat ionproposed by the President or Congress, tax regulations

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proposed by the U.S. Treasury or positions taken by theInternal Revenue Service could affect the value of yourPortfol io by changing the taxation or taxcharacterizations of its portfolio securities, or dividendsand other income paid by or related to such securities.Congress has considered such proposals in the pastand may do so in the future. In December 2017,Congress passed, and the President signed, significanttax legislation, much of which became effective in 2018.No one can predict whether any other legislation will beproposed, adopted or amended by Congress and noone can predict the impact that any other legislationmight have on your Portfolio or its portfolio securities, oron the tax treatment of your Portfolio or of yourinvestment in your Portfolio.

Liquidity Risk. Liquidity risk is the risk that the valueof a security will fall if trading in the security is limited orabsent. The market for certain investments may becomeless liquid or illiquid due to adverse changes in theconditions of a particular issuer or due to adversemarket or economic conditions. In the absence of aliquid trading market for a particular security, the price atwhich such security may be sold to meet redemptions,as well as the value of the Units of your Portfolio, may beadversely affected. No one can guarantee that a liquidtrading market will exist for any security.

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

PUBLIC OFFERING

General. Units are offered at the Public OfferingPrice which consists of the net asset value per Unit plusorganization costs plus the sales charge. The net assetvalue per Unit is the value of the securities, cash andother assets in your Portfolio reduced by the liabilities ofthe Portfolio divided by the total Units outstanding. Themaximum sales charge equals 2.75% of the PublicOffering Price per Unit (2.828% of the aggregateoffering price of the Securities) at the time of purchase.

The initial sales charge is the difference between thetotal sales charge amount (maximum of 2.75% of the

Public Offering Price per Unit) and the sum of theremaining fixed dollar deferred sales charge and thefixed dollar creation and development fee (initially $0.275per Unit). Depending on the Public Offering Price perUnit, you pay the initial sales charge at the time you buyUnits. The deferred sales charge is fixed at $0.225 perUnit. Your Portfolio pays the deferred sales charge ininstallments as described in the “Fee Table.” If anydeferred sales charge payment date is not a businessday, we will charge the payment on the next businessday. If you purchase Units after the initial deferred salescharge payment, you will only pay that portion of thepayments not yet collected. If you redeem or sell yourUnits prior to collection of the total deferred salescharge, you will pay any remaining deferred sales chargeupon redemption or sale of your Units. The initial anddeferred sales charges are referred to as the“transactional sales charge.” The transactional salescharge does not include the creation and developmentfee which compensates the Sponsor for creating anddeveloping your Portfolio and is described under“Expenses.” The creation and development fee is fixedat $0.05 per Unit. Your Portfolio pays the creation anddevelopment fee as of the close of the initial offeringperiod as described in the “Fee Table.” If you redeem orsell your Units prior to collection of the creation anddevelopment fee, you will not pay the creation anddevelopment fee upon redemption or sale of your Units.After the initial offering period the maximum sales chargewill be reduced by 0.50%, reflecting the previouscollection of the creation and development fee. Becausethe deferred sales charge and creation and developmentfee are fixed dollar amounts per Unit, the actual chargeswill exceed the percentages shown in the “Fee Table” ifthe Public Offering Price per Unit falls below $10 and willbe less than the percentages shown in the “Fee Table” ifthe Public Offering Price per Unit exceeds $10. In noevent will the maximum total sales charge exceed2.75% of the Public Offering Price per Unit.

The “Fee Table” shows the sales charge calculationat a $10 Public Offering Price per Unit. At a $10 PublicOffering Price, there is no initial sales charge during theinitial offering period. If the Public Offering Priceexceeds $10 per Unit, you will pay an initial sales

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

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

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

Reducing Your Sales Charge. The Sponsor offersways for you to reduce the sales charge that you pay. It isyour financial professional’s responsibility to alert theSponsor of any discount when you purchase Units.

Before you purchase Units you must also inform yourfinancial professional of your qualification for any discountto be eligible for a reduced sales charge. Since thedeferred sales charges and creation and developmentfee are fixed dollar amounts per Unit, your Portfolio mustcharge these amounts per Unit regardless of anydiscounts. However, if you are eligible to receive adiscount such that your total sales charge is less than thefixed dollar amounts of the deferred sales charges andcreation and development fee, you will receive a creditequal to the difference between your total sales chargeand these fixed dollar charges at the time you buy Units.

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

Employees. Employees, officers and directors(including their spouses (or the equivalent if recognizedunder local law) and children or step-children under 21living in the same household, parents or step-parentsand trustees, custodians or fiduciaries for the benefit ofsuch persons) of Invesco Capital Markets, Inc. and itsaffiliates, and dealers and their affiliates may purchaseUnits at the Public Offering Price less the applicable

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dealer concession. All employee discounts are subjectto the pol icies of the related sel l ing f irm. Onlyemployees, officers and directors of companies thatallow their employees to participate in this employeediscount program are eligible for the discounts.

Distribution Reinvestments. We do not charge anysales charge when you reinvest distributions from yourPortfolio into additional Units of your Portfolio. Since thedeferred sales charge and creation and development feeare fixed dollar amounts per unit, your Portfolio mustcharge these amounts per unit regardless of this discount.If you elect to reinvest distributions, the Sponsor will credityou with additional Units with a dollar value sufficient tocover the amount of any remaining deferred sales chargeand creation and development fee that will be collectedon such Units at the time of reinvestment. The dollar valueof these Units will fluctuate over time.

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

provided they are received timely by the Sponsor on suchdate. It is the responsibility of authorized financialprofessionals to transmit orders received by them to theSponsor so they will be received in a timely manner.

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

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

Unit Distribution. Units will be distributed to thepublic by the Sponsor, broker-dealers and others at thePublic Offering Price. Units repurchased in the secondarymarket, if any, may be offered by this prospectus at thesecondary market Public Offering Price in the mannerdescribed above.

Unit Sales Concessions. Brokers, dealers and otherswill be allowed a regular concession or agencycommission in connection with the distribution of Units

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during the initial offering period of 2.00% of the PublicOffering Price per Unit.

Volume Concession Based Upon Annual Sales. Asdescribed below, broker-dealers and other sellingagents may in certa in cases be e l ig ib le for anadditional concession based upon their annual eligiblesales of all Invesco fixed income and equity unitinvestment trusts. Eligible sales include all units of anyInvesco uni t investment t rust underwr i t ten orpurchased directly from Invesco during a trust’s initialoffering period. For purposes of this concession,trusts designated as either “Invesco Unit Trusts,Taxable Income Series” or “Invesco Unit Trusts,Municipal Series” are fixed income trusts, and trustsdesignated as “Invesco Unit Trusts Series” are equitytrusts. In addition to the regular concessions oragency commissions described above in “Unit SalesConcessions” all broker-dealers and other sellingf i rms wi l l be e l ig ib le to receive addi t ionalcompensation based on total initial offering periodsales of all eligible Invesco unit investment trustsduring the previous consecutive 12-month periodthrough the end of the most recent month. TheVolume Concession, as applicable to equity and fixedincome trust units, is set forth in the following table:

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

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

Broker-dealers and other selling firms will not receivethe Volume Concession on the sale of units purchasedin Fee Accounts, however, such sales will be included indetermining whether a firm has met the sales levelbreakpoints set forth in the Volume Concession tableabove. Secondary market sales of all unit investmenttrusts are excluded for purposes of the VolumeConcession. Eligible dealer firms and other sellingagents include clearing firms that place orders with

Invesco and provide Invesco with information withrespect to the representatives who initiated suchtransactions. Eligible dealer firms and other sellingagents will not include firms that solely provide clearingservices to other broker-dealer firms or firms who placeorders through clearing firms that are eligible dealers.We reserve the right to change the amount of theconcessions or agency commissions from time to time.For a trust to be el igible for this addit ionalcompensation, the trust’s prospectus must includedisclosure related to this additional compensation.

Additional Information. Except as provided in thissection, any sales charge discount provided toinvestors will be borne by the selling broker-dealer oragent. For all secondary market transactions the totalconcession or agency commission will amount to 80%of the applicable sales charge. Notwithstandinganything to the contrary herein, in no case shall the totalof any concessions, agency commissions and anyadditional compensation allowed or paid to any broker,dealer or other distributor of Units with respect to anyindividual transaction exceed the total sales chargeapplicable to such transaction. The Sponsor reservesthe right to reject, in whole or in part, any order for thepurchase of Units and to change the amount of theconcession or agency commission to dealers andothers from time to time.

We may provide, at our own expense and out of ourown profits, additional compensation and benefits tobroker-dealers who sell Units of the Portfolios and ourother products. This compensation is intended to resultin additional sales of our products and/or compensatebroker-dealers and financial advisors for past sales. Wemay make these payments for marketing, promotionalor related expenses, including, but not limited to,expenses of entertaining retail customers and financialadvisors, advert ising, sponsorship of events orseminars, obtaining shelf space in broker-dealer firmsand similar activities designed to promote the sale ofthe Portfolios and our other products. Fees may includepayment for travel expenses, including lodging, incurredin connection with trips taken by invited registeredrepresentatives for meetings or seminars of a business

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nature. These arrangements will not change the priceyou pay for your Units.

Sponsor Compensation. The Sponsor will receivethe total sales charge applicable to each transaction.Except as provided under “Unit Distribution,” any salescharge discount provided to investors will be borne by theselling dealer or agent. In addition, the Sponsor will realizea profit or loss as a result of the difference between theprice paid for the Securities by the Sponsor and the costof the Securities to your Portfolio on the Initial Date ofDeposit as well as on subsequent deposits. See “Notes toPortfolios”. The Sponsor has not participated as soleunderwriter or as manager or as a member of theunderwriting syndicates or as an agent in a privateplacement for any of the Securities. The Sponsor mayrealize profit or loss as a result of the possible fluctuationsin the market value of Units held by the Sponsor for saleto the public. In maintaining a secondary market, theSponsor will realize profits or losses in the amount of anydifference between the price at which Units are purchasedand the price at which Units are resold (which priceincludes the applicable sales charge) or from aredemption of repurchased Units at a price above orbelow the purchase price. Cash, if any, made available tothe Sponsor prior to the date of settlement for thepurchase of Units may be used in the Sponsor’s businessand may be deemed to be a benefit to the Sponsor,subject to the limitations of the Securities Exchange Act of1934, as amended (“1934 Act”).

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

Market for Units. Although it is not obligated to doso, the Sponsor may maintain a market for Units and topurchase Units at the secondary market repurchaseprice (which is described under “Right of Unitholders--Redemption of Units”). The Sponsor may discontinuepurchases of Units or discontinue purchases at thisprice at any time. In the event that a secondary market

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

RETIREMENT ACCOUNTS

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

FEE ACCOUNTS

As described above, Units may be available forpurchase by investors in Fee Accounts where aPortfolio is Fee Based Eligible. You should consultyour financial professional to determine whether youcan benefit from these accounts. This table illustratesthe sales charge you will pay if a Portfolio is FeeBased Eligible as a percentage of the initial PublicOffering Price per Unit on the Initial Date of Deposit(the percentage will vary thereafter).

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

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

RIGHTS OF UNITHOLDERS

Distributions. Dividends, interest and all otherdistributions of income received (for the MLP & IncomePortfolio, pro rated on an annual basis), net of expenses,and any net proceeds from the sale of Securitiesreceived by a Portfolio will generally be distributed toUnitholders on each Distribution Date to Unitholders ofrecord on the preceding Record Date. These datesappear under “Essential Information”. Distributions madeby any closed-end funds, REITs or MLPs in yourPortfolio include ordinary income, but may also includesources other than ordinary income such as returns ofcapital, loan proceeds, short-term capital gains andlong-term capital gains (see “Taxation--Distributions”). Inaddition, the Portfolios will generally make requireddistributions at the end of each year because each isstructured as a “regulated investment company” forfederal tax purposes. Unitholders will also receive a finaldistribution of income when their Portfolio terminates. Aperson becomes a Unitholder of record on the date ofsettlement (generally two business days after Units areordered, or any shorter period as may be required by the

applicable rules under the 1934 Act). Unitholders mayelect to receive distr ibutions in cash or to havedistributions reinvested into additional Units. See “Rightsof Unitholders--Reinvestment Option”.

Dividends, interest and other distributions of incomereceived by a Portfolio are credited to the IncomeAccount of the Portfolio. Other receipts (e.g., capitalgains, proceeds from the sale of Securities, etc.) arecredited to the Capital Account. Proceeds received onthe sale of any Securities, to the extent not used to meetredemptions of Units or pay deferred sales charges, feesor expenses, will be distributed to Unitholders. Proceedsreceived from the disposition of any Securities after aRecord Date and prior to the following Distribution Datewill be held in the Capital Account and not distributeduntil the next Distribution Date. Any distribution toUnitholders consists of each Unitholder’s pro rata shareof the available cash in the Income and Capital Accountsas of the related Record Date.

With respect to the MLP & Income Portfolio, theincome distribution to the Unitholders of the Portfolio asof each Record Date will be made on the followingDistribution Date or shortly thereafter and shall consistof an amount substantially equal to such portion ofeach Unitholder’s pro rata share of the estimated netannual income distributions in the Income Account.Because income payments are not received by thePortfolio at a constant rate throughout the year, suchdistributions to Unitholders may be more or less thanthe amount credited to the Income Account as of theRecord Date. For the purpose of minimizing fluctuationin the distributions from the Income Account, theTrustee is authorized to advance such amounts as maybe necessary to provide income distributions ofapproximately equal amounts. The Trustee shall bereimbursed, without interest, for any such advancesfrom funds in the Income Account on the ensuingRecord Date.

Historical and Estimated Distributions. TheHistorical 12 Month Distr ibutions per Unit, andEstimated Initial Distribution per Unit (if any), may beshown under “Essential Information.” These figures arebased upon the weighted average of the actualdistributions paid by the securities included in your

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Portfolio over the 12 months preceding the Initial Dateof Deposit and are reduced to account for the effects offees and expenses which wil l be incurred wheninvesting in your Portfolio. While both figures arecalculated using a Public Offering Price of $10 per Unit,any presented Estimated Initial Distribution per Unit willreflect an estimate of the per Unit distributions you mayreceive on the first Distribution Date based upon eachissuer’s preceding 12 month distributions. Neitherdividend payments nor distributions are not assuredand therefore the amount of future distribution ordividend income to your Portfolio is uncertain. Theactual net annual distributions may decrease over timebecause a portion of the securities included in yourPortfolio will be sold to pay for the organization costs,deferred sales charge and creation and developmentfee. Securities may also be sold to pay regular fees andexpenses during your Portfolio’s life. The actual netannual income distributions you receive will vary fromthe Historical 12 Month Distributions amount due tochanges in dividends and distribution amounts paid byissuers, currency fluctuations, the sale of securities topay any deferred sales charge, Portfolio fees andexpenses, and with changes in your Portfolio such asthe acquisition, call, maturity or sale of securities. Dueto these and various other factors, actual incomereceived by your Portfolio will most likely differ from themost recent dividends or scheduled income payments.

Reinvestment Option. Unitholders may havedistributions automatically reinvested in additional Unitswithout a sales charge (to the extent Units may belawfully offered for sale in the state in which theUnitholder resides). The CUSIP numbers for either“Cash” distributions or “Reinvest” for the reinvestment ofdistributions are set forth under “Essential Information”.Brokers and dealers can use the Dividend ReinvestmentService through Depository Trust Company (“DTC”) orpurchase a Reinvest (or Fee Based Reinvest in the caseof Fee Based Eligible Units held in Fee Accounts) CUSIP,if available. To participate in this reinvestment option, aUnitholder must file with the Trustee a written notice ofelection, together with any other documentation that theTrustee may then require, at least five days prior to therelated Record Date. A Unitholder’s election will apply to

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

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

Redemption of Units. All or a portion of your Unitsmay be tendered to The Bank of New York Mellon, theTrustee, for redemption at Unit Investment TrustDivision, 111 Sanders Creek Parkway, East Syracuse,New York 13057, on any day the New York StockExchange is open. No redemption fee will be chargedby the Sponsor or the Trustee, but you are responsiblefor applicable governmental charges, if any. Unitsredeemed by the Trustee will be canceled. You mayredeem all or a portion of your Units by sending arequest for redemption to your bank or broker-dealerthrough which you hold your Units. No later than twobusiness days (or any shorter period as may berequired by the applicable rules under the 1934 Act)following satisfactory tender, the Unitholder will beentitled to receive in cash an amount for each Unitequal to the Redemption Price per Unit next computedon the date of tender. The “date of tender” is deemed tobe the date on which Units are received by the Trustee,except that with respect to Units received by theTrustee after the Evaluation Time or on a day which isnot a business day, the date of tender is deemed to bethe next business day. Redemption requests receivedby the Trustee after the Evaluation T ime, andredemption requests received by authorized financialprofessionals after the Evaluation Time or redemption

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requests received by such persons that are nottransmitted to the Trustee until after the time designatedby the Trustee, are priced based on the date of the nextdetermined redemption price provided they are receivedtimely by the Trustee on such date. It is theresponsibility of authorized financial professionals totransmit redemption requests received by them to theTrustee so they will be received in a timely manner.Certain broker-dealers or selling firms may charge anorder handling fee for processing redemption requests.Units redeemed directly through the Trustee are notsubject to such fees.

Unitholders tendering 1,000 or more Units (or suchhigher amount as may be required by your broker-dealer or selling agent) for redemption may request anin kind distr ibution of Securit ies equal to theRedemption Price per Unit on the date of tender.Unitholders may not request an in kind distributionduring the initial offering period or within 30 calendardays of a Portfolio’s termination. Your Portfolio generallywill not offer in kind distributions of portfolio securitiesthat are held in foreign markets. An in kind distributionwill be made by the Trustee through the distribution ofeach of the Securities in book-entry form to the accountof the Unitholder’s broker-dealer at DTC. Amountsrepresenting fractional shares will be distributed in cash.The Trustee may adjust the number of shares of anySecurity included in a Unitholder’s in kind distribution tofacilitate the distribution of whole shares. The in kinddistribution option may be modified or discontinued atany time without notice. Notwithstanding the foregoing,if the Unitholder requesting an in kind distribution is theSponsor or an affiliated person of a Portfolio, theTrustee may make an in kind distribution to suchUnitholder provided that no one with a pecuniaryincentive to influence the in kind distribution mayinfluence selection of the distributed securities, thedistribution must consist of a pro rata distribution of allportfolio securities (with limited exceptions) and the inkind distribution may not favor such affiliated person tothe detriment of any other Unitholder. Unitholders willincur transaction costs in liquidating securities receivedin an in-kind distribution, and any such securitiesreceived will be subject to market risk until sold. In the

event that any securities received in-kind are illiquid,Unitholders will bear the risk of not being able to sellsuch securities in the near term, or at all.

The Trustee may sell Securities to satisfy Unitredemptions. To the extent that Securit ies areredeemed in kind or sold, the size of a Portfolio will be,and the diversity of a Portfolio may be, reduced. Salesmay be required at a time when Securities would nototherwise be sold and may result in lower prices thanmight otherwise be realized. The price received uponredemption may be more or less than the amount paidby the Unitholder depending on the value of theSecurities at the time of redemption. Special federalincome tax consequences will result if a Unitholderrequests an in kind distribution. See “Taxation”.

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

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

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

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

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

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

We may make subsequent trust series available forsale at various times during the year. Of course, wecannot guarantee that a subsequent trust or sufficientunits will be available or that any subsequent trusts willoffer the same investment strategies or objectives asthe current Portfolios. We cannot guarantee that aRol lover wi l l avoid any negative market priceconsequences resulting from trading large volumes ofsecurit ies. Market price trends may make it

advantageous to sell or buy securities more quickly ormore slowly than permitted by the Portfolio procedures.We may, in our sole discretion, modify a Rollover orstop creating units of a trust at any time regardless ofwhether al l proceeds of Unitholders have beenreinvested in a Rollover. If we decide not to offer asubsequent series, Unitholders will be notified prior tothe Mandatory Termination Date. Cash which has notbeen reinvested in a Rollover will be distributed toUnitholders shortly after the Mandatory TerminationDate. Rollover part icipants may receive taxabledividends or realize taxable capital gains which arereinvested in connection with a Rollover but may not beentitled to a deduction for capital losses due to the“wash sale” tax rules. Due to the reinvestment in asubsequent trust, no cash will be distributed to pay anytaxes. See “Taxation”.

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

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

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PORTFOLIO ADMINISTRATION

Portfolio Administration. Your Portfolio is not amanaged fund and, except as provided in the TrustAgreement, Securities generally will not be sold orreplaced. The Sponsor may, however, direct thatSecurities be sold in certain limited circumstances toprotect your Portfolio based on advice from theSupervisor. These situations may include events suchas the issuer having defaulted on payment of any of itsoutstanding obligations or the price of a Security hasdeclined to such an extent or other credit factors existso that in the opinion of the Supervisor retention of theSecurity would be detrimental to your Portfolio. If apublic tender offer has been made for a Security or amerger or acquisition has been announced affecting aSecurity, the Trustee may either sell the Security oraccept an offer if the Supervisor determines that thesale or exchange is in the best interest of Unitholders.The Trustee will distribute any cash proceeds toUnitholders. In addition, the Trustee may sell Securitiesto redeem Units or pay Portfolio expenses or deferredsales charges. If securities or property are acquired by aPortfolio, the Sponsor may direct the Trustee to sell thesecurities or property and distribute the proceeds toUnitholders or to accept the securities or property fordeposit in your Portfolio. Should any contract for thepurchase of any of the Securities fail, the Sponsor will(unless substantially all of the moneys held in a Portfolioto cover the purchase are reinvested in substituteSecurities in accordance with the Trust Agreement)refund the cash and sales charge attributable to thefailed contract to all Unitholders on or before the nextDistribution Date.

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

regulated investment company and to avoid impositionof tax on undistributed income of the Portfolio.

Due to its investments in MLPs that are consideredto be “qualified publicly traded partnerships” yourPortfolio is subject to certain limitations to maintainqualification as a regulated investment company. Onesuch limitation is that, generally, at the close of eachquarter of each taxable year, not more than 25 percentof the value of your Portfolio's assets may be investedin the securities of qualified publicly traded partnershipsand certain other assets. The percentage of assets in aPortfolio invested in securities of qualified publiclytraded partnerships as of the Initial Date of Deposit ispresented in “Notes to Portfolios”. If the portion of thequalified publicly traded partnerships exceeds 25% ofthe Portfolio following the Initial Date of Deposit, thePortfolio may need to sell securities or stop purchasingaddit ional units of the qual i f ied publ icly tradedpartnerships which would alter the composition anddiversity of the securities in the Portfolio.

The Trust Agreement requires the Trustee to vote allshares of the closed-end funds held in the MLP &Income Portfolio in the same manner and ratio on allproposals as the owners of such shares not held by thePortfolio. The Sponsor will instruct the Trustee how tovote the securities held in your Portfolio. The Trustee willvote the securities in the same general proportion asshares held by other shareholders if the Sponsor fails toprovide instructions.

When your Portfolio sells Securities, the compositionand diversity of the Securities in the Portfolio may bealtered. However, with respect to the closed-end fundsheld in the MLP & Income Portfolio, if the Trustee sellssecurities to redeem Units or to pay Portfolio expensesor sales charges, the Trustee will do so, as nearly aspracticable, on a pro rata basis. In order to obtain thebest price for the Portfolio, it may be necessary for theSupervisor to specify minimum amounts (generally 100shares) in which blocks of Securities are to be sold. Ineffecting purchases and sales of portfolio securities, theSponsor may direct that orders be placed with andbrokerage commissions be paid to brokers, includingbrokers which may be affiliated with the Portfolio, theSponsor or dealers participating in the offering of Units.

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

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

Termination. Your Portfolio will terminate on theMandatory Termination Date specified under “EssentialInformation” or upon the sale or other disposition of thelast Security held in the Portfolio. A Portfolio may beterminated at any time with consent of Unitholdersrepresenting two-thirds of the outstanding Units or bythe Trustee when the value of the Portfolio is less than$500,000 ($3,000,000 if the value of the Portfolio hasexceeded $15,000,000) (the “Minimum TerminationValue”). A Portfolio will be liquidated by the Trustee inthe event that a sufficient number of Units of thePortfolio not yet sold are tendered for redemption bythe Sponsor, so that the net worth of the Portfoliowould be reduced to less than 40% of the value of theSecurities at the time they were deposited in thePortfolio. If your Portfolio is liquidated because of theredemption of unsold Units by the Sponsor, theSponsor will refund to each purchaser of Units theentire sales charge paid by such purchaser. TheTrustee may begin to sell Securities in connection witha Portfolio termination nine business days before, andno later than, the Mandatory Termination Date.Qualified Unitholders may elect an in kind distribution ofSecurities, provided that Unitholders may not request

an in kind distribution of Securities within 30 calendardays of a Portfolio’s termination. Any in kind distributionof Securities will be made in the manner and subject tothe restrictions described under “Rights of Unitholders--Redemption of Units”, provided that, in connectionwith an in kind distribution election more than 30calendar days pr ior to terminat ion, Unitholderstendering 1,000 or more Units of a Portfolio (or suchhigher amount as may be required by your broker-dealer or sel l ing agent) may request an in kinddistribution of Securities equal to the Redemption Priceper Unit on the date of tender. Unitholders will receive afinal cash distribution within a reasonable time after theMandatory Termination Date. All distributions will be netof Portfolio expenses and costs. Unitholders willreceive a f inal distr ibut ion statement fol lowingtermination. The Information Supplement containsfurther information regarding termination of yourPortfolio. See “Additional Information”.

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

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by the Trustee shall be made in good faith upon thebasis of the best information available to it.

Sponsor. Invesco Capital Markets, Inc. is the Sponsorof your Portfolio. The Sponsor is a wholly ownedsubsidiary of Invesco Advisers, Inc. (“Invesco Advisers”).Invesco Advisers is an indirect wholly owned subsidiaryof Invesco Ltd., a leading independent global investmentmanager that provides a wide range of investmentstrategies and vehicles to its retail, institutional and highnet worth clients around the globe. The Sponsor’sprincipal office is located at 11 Greenway Plaza, Houston,Texas 77046-1173. As of June 30, 2019, the totalstockholders’ equity of Invesco Capital Markets, Inc. was$93,716,910.81 (unaudited). The current assets undermanagement and supervision by Invesco Ltd. and itsaffiliates were valued at approximately $1,197.8 billion asof June 30, 2019.

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

If the Sponsor shall fail to perform any of its dutiesunder the Trust Agreement or become incapable ofacting or shall become bankrupt or its affairs are takenover by public authorities, then the Trustee may (i)appoint a successor Sponsor at rates of compensationdeemed by the Trustee to be reasonable and notexceeding amounts prescribed by the SEC, (ii) terminatethe Trust Agreement and liquidate your Portfolio asprovided therein or (iii) continue to act as Trusteewithout terminating the Trust Agreement.

Trustee. The Trustee is The Bank of New YorkMellon, a trust company organized under the laws ofNew York. The Bank of New York Mellon has itsprincipal unit investment trust division offices at 2Hanson Place, 12th Floor, Brooklyn, New York 11217,(800) 856-8487. If you have questions regarding youraccount or your Portfolio, please contact the Trustee atits principal unit investment trust division offices or your

financial adviser. The Sponsor does not have access toindividual account information. The Bank of New YorkMellon is subject to supervision and examination by theSuperintendent of Banks of the State of New York andthe Board of Governors of the Federal Reserve System,and its deposits are insured by the Federal DepositInsurance Corporation to the extent permitted by law.Additional information regarding the Trustee is set forthin the Information Supplement, including the Trustee’squalifications and duties, its ability to resign, the effectof a merger involving the Trustee and the Sponsor’sabi l i ty to remove and replace the Trustee. See“Additional Information”.

TAXATION

This section summarizes some of the principal U.S.federal income tax consequences of owning Units of thePortfolios. Tax laws and interpretations are subject tochange, possibly with retroactive effect. Substantialchanges to the federal tax law were passed and signedinto law in December 2017, many of which becameeffective in 2018 and may affect your investment in aPortfolio in a number of ways, including possibleunintended consequences. This summary does notdescribe all of the tax consequences to all taxpayers.For example, this summary generally does not describeyour situation if you are a corporation, a non-U.S.person, a broker/dealer, a tax-exempt entity, financialinstitution, person who marks to market their Units orother investor with special circumstances. In addition,this section does not describe your alternativeminimum, state, local or foreign tax consequences ofinvesting in a Portfolio.

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

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

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

Distributions. Portfolio distributions are generallytaxable to you. However, investments in MLPs may leadto a significant portion of your distributions qualifying asreturns of capital in some years. Such returns of capitalwould lower your tax basis in your Units. After the endof each year, you will receive a tax statement reportingyour Portfolio’s distributions, including the amounts ofordinary income distr ibutions and capital gainsdividends. Your Portfolio may make taxable distributionsto you even in periods during which the value of yourUnits has declined. Ordinary income distributions aregenerally taxed at your federal tax rate for ordinaryincome, however, as further discussed below, certainordinary income distributions received from yourPortfolio may be taxed, under current federal law, at thecapital gains tax rates. Certain ordinary incomedividends on Units that are attributable to qualifyingdividends received by your Portfolio from certaincorporations may be reported by the Portfolio as beingeligible for the dividends received deduction forcorporate Unitholders provided certain holding periodrequirements are met. Income from the Portfolio andgains on the sale of your Units may also be subject to a3.8% federal tax imposed on net investment income ifyour adjusted gross income exceeds certain thresholdamounts, which currently are $250,000 in the case ofmarried couples filing joint returns and $200,000 in thecase of single individuals. In addition, your Portfolio maymake distributions that represent a return of capital fortax purposes to the extent of the Unitholder’s basis inthe Units, and any additional amounts in excess of basiswould be taxed as a capital gain. Generally, you willtreat all capital gains dividends as long-term capitalgains regardless of how long you have owned yourUnits. The tax status of your distributions from your

Portfolio is not affected by whether you reinvest yourdistributions in additional Units or receive them in cash.The income from your Portfolio that you must take intoaccount for federal income tax purposes is not reducedby amounts used to pay a deferred sales charge, if any.The tax laws may require you to treat certaindistributions made to you in January as if you hadreceived them on December 31 of the previous year.

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

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

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

In certain circumstances, ordinary income dividendsreceived by an individual Unitholder from a regulatedinvestment company such as your Portfolio may betaxed at the same federal rates that apply to net capitalgain (as discussed above), provided certain holding

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period requirements are satisfied and provided thedividends are attributable to qualified dividend incomereceived by the Portfolio itself. Your Portfolio will providenotice to its Unitholders of the amount of anydistribution which may be taken into account asqualified dividend income which is eligible for the capitalgains tax rates. There is no requirement that taxconsequences be taken into account in administeringyour Portfolio.

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

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

Deductibility of Portfolio Expenses. Expensesincurred and deducted by your Portfolio will generallynot be treated as income taxable to you. In somecases, however, you may be required to treat yourportion of these Portfolio expenses as income. In thesecases you may be able to take a deduction for theseexpenses. Recent legislation, effective in 2018, hassuspended the deductibility of expenses that are

characterized as miscellaneous itemized deductions,which include investment expenses.

Foreign Investors. If you are a foreign investor(i.e., an investor other than a U.S. citizen or resident ora U.S. corporation, partnership, estate or trust),general ly, subject to appl icable tax treat ies,distr ibut ions to you from your Portfol io wi l l becharacterized as dividends for federal income taxpurposes (other than dividends that the Portfolioreports as capital gain dividends) and will be subject toU.S. income taxes, including withholding taxes, subjectto certain exceptions described below. You may beeligible under certain income tax treaties for a reductionin withholding rates. However, distributions received bya foreign investor from a Portfolio that are properlyreported by the trust as capital gain dividends may notbe subject to U.S. federal income taxes, includingwithholding taxes, provided that your Portfolio makescertain elections and certain other conditions are met.

The Foreign Account Tax Compliance Act(“FATCA”). A 30% withholding tax on your Portfolio’sdistributions, including capital gains distributionsgenerally applies if paid to a foreign entity unless: (i) ifthe foreign entity is a “foreign financial institution” asdefined under FATCA, the foreign entity undertakescertain due diligence, reporting, withholding, andcertification obligations, (ii) if the foreign entity is not a“foreign financial institution,” it identifies certain of itsU.S. investors or (iii) the foreign entity is otherwiseexcepted under FATCA. If required under the rulesabove and subject to the appl icabi l i ty of anyintergovernmental agreements between the UnitedStates and the relevant foreign country, withholdingunder FATCA may apply. Under existing regulations,FATCA withholding on gross proceeds from the sale ofUnits and capital gain distributions from your Portfoliotook effect on January 1, 2019; however, recentlyproposed U.S. tax regulations, if finalized in theirproposed form, would eliminate FATCA withholding onsuch types of payments. If withholding is required underFATCA on a payment related to your Units, investorsthat otherwise would not be subject to withholding (orthat otherwise would be entitled to a reduced rate ofwithholding) on such payment generally will be required

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to seek a refund or credit from the IRS to obtain thebenefit of such exemption or reduction. Your Portfoliowill not pay any additional amounts in respect ofamounts withheld under FATCA. You should consultyour tax advisor regarding the effect of FATCA based onyour individual circumstances.

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

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

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

PORTFOLIO OPERATING EXPENSES

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

Index for All Urban Consumers or, if this category is notpublished, in a comparable category.

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

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

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

Compensation of Sponsor and Supervisor.The Sponsor and the Supervisor, which is an affiliate ofthe Sponsor, will receive the annual fees for providing

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bookkeeping and administrative services and portfoliosupervisory services set forth in the “Fee Table”. Thesefees may exceed the actual costs of providing theseservices to your Portfolio but at no time will the totalamount received for these services rendered to allInvesco unit investment trusts in any calendar yearexceed the aggregate cost of providing these servicesin that year.

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

Fund Expenses. The MLP & Income Portfolio willalso bear the expenses of the underlying funds. While theMLP & Income Portfolio will not pay these expensesdirectly out of its assets, an estimate of these expenses isshown in the MLP & Income Portfolio’s “Estimated AnnualExpenses” in the “Fee Table” to illustrate the impact ofthese expenses. This estimate is based upon eachunderlying fund’s annual operating expenses for the mostrecent fiscal year. Each underlying fund’s annual operatingexpense amount is subject to change in the future.

OTHER MATTERS

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

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

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

ADDITIONAL INFORMATION

This prospectus does not contain all the informationset forth in the registration statements filed by yourPortfolio with the SEC under the Securities Act of 1933and the Investment Company Act of 1940 (file no.811-2754). The Information Supplement, which hasbeen filed with the SEC and is incorporated herein byreference, includes more detailed information concerningthe Securities, investment risks and general informationabout your Portfolio. Reports and other informationabout your Portfolio are available on the EDGARDatabase on the SEC’s Internet site athttp://www.sec.gov. Copies of this information may beobtained, after paying a duplication fee, by electronicrequest at the fol lowing e-mail address:[email protected] or by writing the SEC’s PublicReference Section, Washington, DC 20549-0102.

TABLE OF CONTENTS

Title Page

American Infrastructure Growth Portfolio............ 2MLP & Income Portfolio ..................................... 6Notes to Portfolios ............................................. 10Report of Independent Registered

Public Accounting Firm .................................. 11Statements of Condition ................................... 12The Portfolios .................................................... A-1Objectives and Securities Selection ................... A-2Closed-End Funds............................................. A-2Risk Factors ...................................................... A-3Public Offering ................................................... A-8Retirement Accounts ......................................... A-12Fee Accounts .................................................... A-12Rights of Unitholders ......................................... A-13Portfolio Administration...................................... A-17Taxation ............................................................. A-19Portfolio Operating Expenses............................. A-22Other Matters .................................................... A-23Additional Information ........................................ A-23

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

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

U-EMSPRO1985

PROSPECTUS

July 26, 2019



Please retain this prospectus for future reference.

INVESCO

american infrastructure growth portfolio 2019-3 mlp & income portfolio … · american...

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