As filed with the United States Securities and Exchange Commission on October 21, 2010
1933 Act Registration No. 002-27334
1940 Act Registration No. 811-01540
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
     
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  þ
Pre-Effective Amendment No.      
  o
Post-Effective Amendment No. 109
  þ
and/or
     
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
  þ
Amendment No. 109
   
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
 
(Exact name of Registrant as Specified in Charter)
11 Greenway Plaza, Suite 2500, Houston, TX 77046
 
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code ( 713) 626-1919
John M. Zerr, Esquire
11 Greenway Plaza, Suite 2500, Houston, TX 77046
 
(Name and Address of Agent for Service)
Copy to:
     
Stephen R. Rimes, Esquire
Invesco Advisers, Inc.
2500 Houston, Texas 77046
  E. Carolan Berkley, Esquire
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7599
     
Approximate Date of Proposed Public Offering:   As soon as practicable after the effective
date of this Amendment
It is proposed that this filing will become effective (check appropriate box)
o       immediately upon filing pursuant to paragraph (b)
o       on (date) pursuant to paragraph (b)
o       60 days after filing pursuant to paragraph (a)(1)
þ       on December 22, 2010 pursuant to paragraph (a)(1)
o       75 days after filing pursuant to paragraph (a)(2)
o       on (date), pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
o       this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
 
 


 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
 
SUBJECT TO COMPLETION—Dated October 21, 2010
 
Prospectus December 22, 2010
 
     
 
Class: A (AWSAX), B (AWSBX), C (AWSCX), R (AWSRX), Y (AWSYX)
 
Invesco Global Core Equity Fund
 
Invesco Global Core Equity Fund’s investment objective is long-term growth of capital.
 
 
As with all other mutual fund securities, the Securities and Exchange Commission (SEC) has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime.
 
An investment in the Fund:
n   is not FDIC insured;
n   may lose value; and
n   is not guaranteed by a bank.


 

 
Table of Contents
 
 
         
  1    
  3    
         
  3    
The Adviser
  3    
Adviser Compensation
  4    
Portfolio Managers
  4    
         
  4    
Sales Charges
  4    
Dividends and Distributions
  4    
         
  4    
         
  5    
         
  6    
         
  A-1    
Choosing a Share Class
  A-1    
Share Class Eligibility
  A-2    
Distribution and Service (12b-1) Fees
  A-2    
Initial Sales Charges (Class A Shares Only)
  A-3    
Contingent Deferred Sales Charges (CDSCs)
  A-4    
Redemption Fees
  A-5    
Purchasing Shares
  A-6    
Redeeming Shares
  A-7    
Exchanging Shares
  A-9    
Rights Reserved by the Funds
  A-10    
Excessive Short-Term Trading Activity (Market Timing) Disclosures
  A-10    
Pricing of Shares
  A-11    
Taxes
  A-13    
Payments to Financial Intermediaries
  A-14    
Important Notice Regarding Delivery of Security Holder Documents
  A-15    
         
Obtaining Additional Information
  Back Cover    
 
 
        Invesco Global Core Equity Fund


 

 
Fund Summary
 
Investment Objective
The Fund’s investment objective is long-term growth of capital.
 
Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.
 
You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Invesco Funds. More information about these and other discounts is available from your financial professional and in the section “Shareholder Account Information—Initial Sales Charges (Class A Shares Only)” on page A-3 of the prospectus and the section “Purchase, Redemption and Pricing of Shares—Purchase and Redemption of Shares” on page L-1 of the statement of additional information (SAI).
 
                                             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   A   B   C   R   Y    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     [5.50 %]     [None] %     [None] %     [None] %     [None] %    
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     [None]       [5.00 %]     [1.00 %]     [None]       [None]      
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged within 31 days of purchase)     [2.00 %]     [2.00 %]     [2.00 %]     [2.00 %]     [2.00 %]    
 
                                             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   A   B   C   R   Y    
 
Management Fees
    [0.80 %]     [0.80 %]     [0.80 %]     [ ] %     [0.80 %]    
Distribution and/or Service (12b-1) Fees
    [0.25]       [1.00]       [1.00]       [ ]       [None]      
Other Expenses
    [0.88]       [0.88]       [0.88]       [ ] 1     [0.88]      
Total Annual Fund Operating Expenses
    [1.93]       [2.68]       [2.68]       [ ] 1     [1.68]      
     
1
  “Other Expenses” and “Total Annual Fund Operating Expenses” are based on estimated amounts for the current fiscal year.
 
Example.  This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.
 
 
The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same.
 
 
Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
 
                                     
    1 Year   3 Years   5 Years   10 Years    
 
Class A
  [$ 735]     [$ 1,123]     [$ 1535]     [$ 2,680]      
Class B
    [771]       [1,132]       [1,620]       [2,831]      
Class C
    [371]       [832]       [1,420]       [3,012]      
Class R
    [ ]       [ ]       [ ]       [ ]      
Class Y
    [171]       [530]       [913]       [1,987]      
 
You would pay the following expenses if you did not redeem your shares:
 
                                     
    1 Year   3 Years   5 Years   10 Years    
 
Class A
  [$ 735]     [$ 1,123]     [$ 1,535]     [$ 2,680]      
Class B
    [271]       [832]       [1,420]       [2,831]      
Class C
    [271]       [832]       [1,420]       [3,012]      
Class R
    [ ]       [ ]       [ ]       [ ]      
Class Y
    [171]       [530]       [913]       [1,987]      
 
Portfolio Turnover.  The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual Fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 43% of the average value of its portfolio.
 
Principal Investment Strategies of the Fund
The Fund invests, under normal circumstances, at least 80% of net assets (plus borrowings for investment purposes) in equity securities.
 
The Fund invests in a diversified portfolio that consists primarily of equity securities of U.S. and foreign issuers that are, in the portfolio managers’ view, attractively valued relative to current or projected earnings, or to the current market value of assets owned by the issuer.
 
The Fund emphasizes investments in the U.S. and in the developed countries of Western Europe and the Pacific Basin. The Fund may invest up to 20% of the Fund’s total assets in issuers located in developing countries.
 
In selecting securities for the Fund, the portfolio managers seek to identify attractively valued issuers with market capitalization in excess of $1 billion. Initial factors considered by the portfolio managers when evaluating potential investments include an issuer’s return on equity, amount of shareholders’ capital and the percentage of earnings paid in dividends, as well as an issuer’s historic earnings stability and overall debt levels.
 
The Fund’s portfolio managers consider selling a security when (1) its share price increases and its internal valuation ranking deteriorates relative to other issuers, (2) its fundamentals deteriorate or (3) it causes the portfolio’s sector or regional weighting relative to its benchmark to fall outside acceptable risk parameters.
 
Principal Risks of Investing in the Fund
As with any mutual fund investment, loss of money is a risk of investing. An investment in the Fund is not a deposit in a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. The risks associated with an investment in the Fund can increase during times of significant market volatility. The principal risks of investing in the Fund are:
 
Developing Markets Securities Risk . Securities issued by foreign companies and governments located in developing countries may be affected
 
1        Invesco Global Core Equity Fund


 

more negatively by inflation, devaluation of their currencies, higher transaction costs, delays in settlement, adverse political developments, the introduction of capital controls, withholding taxes, nationalization of private assets, expropriation, social unrest, war or lack of timely information than those in developed countries.
 
Foreign Securities Risk . The Fund’s foreign investments may be affected by changes in the foreign country’s exchange rates; political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Small- and Mid-Capitalization Risk . Stocks of small and mid sized companies tend to be more vulnerable to adverse developments and may have little or no operating history or track record of success, and limited product lines, markets, management and financial resources. The securities of small and mid sized companies may be more volatile due to less market interest and less publicly available information about the issuer. They also may be illiquid or restricted as to resale, or may trade less frequently and in smaller volumes, all of which may cause difficulty when establishing or closing a position at a desirable price.
 
Performance Information
The bar chart and performance table provide an indication of the risks of investing in the Fund. The bar chart shows changes in the performance of the Fund from year to year as of December 31. The performance table compares the Fund’s performance to that of a broad-based securities market benchmark and a peer group benchmark with investment objectives and strategies similar to the Fund. The Fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Class A Shares year-to-date (ended September 30, 2010): [ ]
Best Quarter (ended June 30, 2009): 21.85%
Worst Quarter (ended December 31, 2008): (19.04)%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2009)
 
    1
  5
  Since
   
    Year   Years   Inception    
 
Class A: Inception (12/29/00)                                
Return Before Taxes
    22.88 %     0.68 %     4.25 %        
Return After Taxes on Distributions
    22.77       0.08       3.75          
Return After Taxes on Distributions and Sale of Fund Shares
    15.02       0.51       3.58          
Class B: Inception (12/29/00)
    24.05       0.72       4.27          
Class C: Inception (12/29/00)
    28.16       1.07       4.18          
Class R 1 : Inception (xx/xx/2011)
    [ ]       [ ]       [ ]          
Class Y 2 : Inception (10/03/08)
    30.39       1.87       4.93          
MSCI World Index SM : Inception (12/31/00)
    29.99       2.01       1.31          
Lipper Global Large-Cap Core Funds Index: Inception (12/31/00)
    31.35       2.82       0.92          
     
1
  Class R shares performance shown prior to the inception date is that of Class A shares restated to reflect the higher 12b-1 fees applicable to Class R shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
2
  Class Y shares performance shown prior to the inception date is that of Class A shares and includes the 12b-1 fees applicable to Class A shares. Class A shares performance reflects any applicable fee waivers or expense reimbursements.
 
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for other classes will vary.
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
             
Portfolio Managers   Title   Length of Service on the Fund
 
Ingrid Baker   Portfolio Manager     2008  
W. Lindsay Davidson   Portfolio Manager     2008  
Sargent McGowan   Portfolio Manager     2009  
Anuja Singha   Portfolio Manager     2009  
Stephen Thomas   Portfolio Manager     2010  
 
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day through your financial adviser, through our Web site at www.invesco.com/us, by mail to Invesco Investment Services, Inc., P.O. Box 4739, Houston, Texas 77210-4739, or by telephone at 800-959-4246.
 
There are no minimum investments for Class R shares for fund accounts. The minimum investments for Class A, B, C and Y shares for fund accounts are as follows:
 
                 
    Initial Investment
  Additional Investments
Type of Account   Per Fund   Per Fund
 
Asset or fee-based accounts managed by your financial adviser     None       None  
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans     None       None  
IRAs, Roth IRAs and Coverdell ESA accounts if the new investor is purchasing shares through a systematic purchase plan     $25       $25  
All other types of accounts if the investor is purchasing shares through a systematic purchase plan     50       50  
IRAs, Roth IRAs and Coverdell ESAs     250       25  
All other accounts     1,000       50  
 
2        Invesco Global Core Equity Fund


 

Tax Information
The Fund’s distributions are generally taxable to you as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
Investment Objectives, Strategies, Risks and Portfolio Holdings
 
Objective and Strategies
The Fund’s investment objective is long-term growth of capital. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests, under normal circumstances, at least 80% of net assets (plus borrowings for investment purposes) in equity securities.
 
The Fund invests in a diversified portfolio that consists primarily of equity securities of U.S. and foreign issuers that are, in the portfolio managers’ view, attractively valued relative to current or projected earnings, or to the current market value of assets owned by the issuer.
 
The Fund invests, under normal circumstances, in issuers located in at least three countries, including the U.S.
 
The Fund will usually maintain at least 20% of its total assets in U.S. dollar denominated securities.
 
The Fund emphasizes investments in the U.S. and in the developed countries of Western Europe and the Pacific Basin. The Fund may invest up to 20% of the Fund’s total assets in issuers located in developing countries, i.e, those that are identified as in the initial stages of their industrial cycles.
 
In selecting securities for the Fund, the portfolio managers seek to identify attractively valued issuers with market capitalization in excess of $1 billion. Initial factors considered by the portfolio managers when evaluating potential investments include an issuer’s return on equity, amount of shareholders’ capital and the percentage of earnings paid in dividends, as well as an issuer’s historic earnings stability and overall debt levels. In analyzing potential investments, the portfolio managers conduct research on issuers meeting their criteria and may communicate directly with management.
 
The Fund’s portfolio managers consider selling a security when (1) its share price increases and its relative valuation ranking deteriorates relative to other issuers, (2) its fundamentals deteriorate or (3) it causes the portfolio’s sector or regional weighting relative to its benchmark to fall outside acceptable risk parameters.
 
The Fund may, from time to time, take temporary defensive positions in cash and other securities that are less risky and inconsistent with the Fund’s principal investment strategies in anticipation of or in response to adverse market, economic, political or other conditions. As a result, the Fund may not achieve its investment objective.
 
The Fund’s investments in the types of securities described in this prospectus vary from time to time, and at any time, the Fund may not be invested in all types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Developing Markets Securities Risk . The prices of securities issued by foreign companies and governments located in developing countries may be impacted by certain factors more than those in countries with mature economies. For example, developing countries may experience higher rates of inflation or sharply devalue their currencies against the U.S. dollar, thereby causing the value of investments issued by the government or companies located in those countries to decline. Governments in developing markets may be relatively less stable. The introduction of capital controls, withholding taxes, nationalization of private assets, expropriation, social unrest, or war may result in adverse volatility in the prices of securities or currencies. Other factors may include additional transaction costs, delays in settlement procedures, and lack of timely information.
 
Foreign Securities Risk . The dollar value of the Fund’s foreign investments may be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded. The value of the Fund’s foreign investments may be adversely affected by political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Small- and Mid-Capitalization Risk . Stocks of small and mid sized companies tend to be more vulnerable to adverse developments and may have little or no operating history or track record of success, and limited product lines, markets, management and financial resources. The securities of small and mid sized companies may be more volatile due to less market interest and less publicly available information about the issuer. They also may be illiquid or restricted as to resale, or may trade less frequently and in smaller volumes, all of which may cause difficulty when establishing or closing a position at a desirable price.
 
Portfolio Holdings
A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement of Additional Information, which is available at www.invesco.com/us.
 
Fund Management
 
The Adviser
 
Invesco Advisers, Inc. (the Adviser or Invesco) serves as the Fund’s investment adviser. The Adviser manages the investment operations of the Fund as well as other investment portfolios that encompass a broad range of investment objectives, and has agreed to perform or arrange for the performance of the Fund’s day-to-day management. The Adviser is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976.
 
Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain Invesco Funds, INVESCO Funds Group, Inc. (IFG) (the former investment adviser to certain Invesco Funds), Invesco Advisers, Inc., successor by
 
3        Invesco Global Core Equity Fund


 

merger to Invesco Aim Advisors, Inc., Invesco Distributors, Inc. (Invesco Distributors), formerly Invesco Aim Distributors, Inc., (the distributor of the Invesco Funds) and/or related entities and individuals, depending on the lawsuit, alleging among other things that the defendants permitted improper market timing and related activity in the Funds.
 
Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against Invesco Funds, IFG, Invesco, Invesco Distributors and/or related entities and individuals in the future. More detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, can be found in the SAI.
 
Adviser Compensation
During the fiscal year ended December 31, 2009, the Adviser received compensation of 0.80% of Invesco Global Core Equity Fund’s average daily net assets.
 
A discussion regarding the basis for the Board of Trustees’ approval of the investment advisory agreement and investment sub-advisory agreements of the Fund is available in the Fund’s most recent report to shareholders for the six-month period ended June 30.
 
 
Portfolio Managers
The following individuals are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio:
 
n   Ingrid Baker, Portfolio Manager, who has been responsible for the Fund since 2008 and has been associated with Invesco and/or its affiliates since 1999.
 
n   W. Lindsay Davidson, Portfolio Manager, who has been responsible for the Fund since 2008 and has been associated with Invesco and/or its affiliates since 1984.
 
n   Sargent McGowan, Portfolio Manager, who has been responsible for the Fund since 2009 and has been associated with Invesco and/or its affiliates since 2002.
 
n   Anuja Singha, Portfolio Manager, who has been responsible for the Fund since 2009 and has been associated with Invesco and/or its affiliates since 1998.
 
n   Stephen Thomas, Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2000.
 
More information on the portfolio managers may be found at www.invesco.com/us. The Web site is not part of this prospectus.
 
The Fund’s SAI provides additional information about the portfolio managers’ investments in the Fund, a description of the compensation structure and information regarding other accounts managed.
 
Other Information
 
Sales Charges
Purchases of Class A shares of Invesco Global Core Equity Fund are subject to the maximum 5.50% initial sales charge as listed under the heading “Category I Initial Sales Charges” in the “Shareholder Account Information—Initial Sales Charges (Class A Shares Only)” section of this prospectus. Class B shares will be subject to payment of CDSC Category I CDSCs during the applicable CDSC periods (including exchanges into Class B Shares of another Invesco Fund during the applicable CDSC periods) listed under the heading “CDSCs on Class B Shares” in the “Shareholder Account Information—Contingent Deferred Sales Charges” section of the prospectus. Purchases of Class C shares are subject to a contingent deferred sales charge. For more information on contingent deferred sales charges, see “Shareholder Account Information—Contingent Deferred Sales Charges (CDSCs)” section of this prospectus.
 
Dividends and Distributions
The Fund expects, based on its investment objective and strategies, that its distributions, if any, will consist of ordinary income, capital gains, or some combination of both.
 
Dividends
The Fund generally declares and pays dividends from net investment income, if any, annually.
 
Capital Gains Distributions
The Fund generally distributes long-term and short-term capital gains (net of any capital loss carryovers), if any, at least annually. Capital gains distributions may vary considerably from year to year as a result of the Fund’s normal investment activities and cash flows. During a time of economic downturn, a fund may experience capital losses and unrealized depreciation in value of investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. Even though a fund may experience a current year loss, it may nonetheless distribute prior year capital gains.
 
Benchmark Descriptions
 
Lipper Global Large-Cap Core Funds Index is an unmanaged index considered representative of global large-cap core funds tracked by Lipper, Inc.
 
MSCI World Index SM is an unmanaged index considered representative of stocks of developed countries.
 
4        Invesco Global Core Equity Fund


 

 
 
Financial Highlights
 
The financial highlights table is intended to help you understand the Fund’s financial performance. Certain information reflects financial results for a single Fund share.
 
The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions).
 
The six-month period ended June 30, 2010, was unaudited. The information, other than for the period ended June 30, 2010, has been audited by [                         ], whose report, along with the Fund’s financial statements, is included in the Fund’s annual report, which is available upon request.
 
Prior to the date of this prospectus, Class R shares had not yet commenced operations; therefore, financial highlights are not available.
 
5        Invesco Global Core Equity Fund


 

 
Hypothetical Investment and Expense Information
 
In connection with the final settlement reached between Invesco and certain of its affiliates with certain regulators, including the New York Attorney General’s Office, the SEC and the Colorado Attorney General’s Office (the settlement) arising out of certain market timing and unfair pricing allegations made against Invesco and certain of its affiliates, Invesco and certain of its affiliates agreed, among other things, to disclose certain hypothetical information regarding investment and expense information to Fund shareholders. The chart below is intended to reflect the annual and cumulative impact of the Fund’s expenses, including investment advisory fees and other Fund costs, on the Fund’s returns over a 10-year period. The example reflects the following:
  n   You invest $10,000 in the fund and hold it for the entire 10-year period;
  n   Your investment has a 5% return before expenses each year;
  n   Hypotheticals both with and without any applicable initial sales charge applied; and
  n   There is no sales charge on reinvested dividends.
 
There is no assurance that the annual expense ratio will be the expense ratio for the Fund classes for any of the years shown. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.
                                                                                 
 
Class A (Includes Maximum
                                       
Sales Charge)   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    1 .93%     1 .93%     1 .93%     1 .93%     1 .93%     1 .93%     1 .93%     1 .93%     1 .93%     1 .93%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    (2 .60)%     0 .39%     3 .47%     6 .65%     9 .92%     13 .30%     16 .78%     20 .36%     24 .06%     27 .87%
End of Year Balance
  $ 9,740 .12   $ 10,039 .14   $ 10,347 .34   $ 10,665 .00   $ 10,992 .42   $ 11,329 .88   $ 11,677 .71   $ 12,036 .22   $ 12,405 .73   $ 12,786 .58
Estimated Annual Expenses
  $ 735 .18   $ 190 .87   $ 196 .73   $ 202 .77   $ 208 .99   $ 215 .41   $ 222 .02   $ 228 .84   $ 235 .86   $ 243 .11
 
Class A (Without Maximum
                                       
Sales Charge)   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    1 .93%     1 .93%     1 .93%     1 .93%     1 .93%     1 .93%     1 .93%     1 .93%     1 .93%     1 .93%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    3 .07%     6 .23%     9 .50%     12 .86%     16 .32%     19 .89%     23 .57%     27 .37%     31 .28%     35 .31%
End of Year Balance
  $ 10,307 .00   $ 10,623 .42   $ 10,949 .56   $ 11,285 .72   $ 11,632 .19   $ 11,989 .30   $ 12,357 .37   $ 12,736 .74   $ 13,127 .76   $ 13,530 .78
Estimated Annual Expenses
  $ 195 .96   $ 201 .98   $ 208 .18   $ 214 .57   $ 221 .16   $ 227 .95   $ 234 .95   $ 242 .16   $ 249 .59   $ 257 .25
 
Class B 2   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    2 .68%     2 .68%     2 .68%     2 .68%     2 .68%     2 .68%     2 .68%     2 .68%     1 .93%     1 .93%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    2 .32%     4 .69%     7 .12%     9 .61%     12 .15%     14 .75%     17 .42%     20 .14%     23 .83%     27 .63%
End of Year Balance
  $ 10,232 .00   $ 10,469 .38   $ 10,712 .27   $ 10,960 .80   $ 11,215 .09   $ 11,475 .28   $ 11,741 .50   $ 12,013 .91   $ 12,382 .73   $ 12,762 .88
Estimated Annual Expenses
  $ 271 .11   $ 277 .40   $ 283 .83   $ 290 .42   $ 297 .16   $ 304 .05   $ 311 .10   $ 318 .32   $ 235 .43   $ 242 .66
 
Class C 2   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    2 .68%     2 .68%     2 .68%     2 .68%     2 .68%     2 .68%     2 .68%     2 .68%     2 .68%     2 .68%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    2 .32%     4 .69%     7 .12%     9 .61%     12 .15%     14 .75%     17 .42%     20 .14%     22 .93%     25 .78%
End of Year Balance
  $ 10,232 .00   $ 10,469 .38   $ 10,712 .27   $ 10,960 .80   $ 11,215 .09   $ 11,475 .28   $ 11,741 .50   $ 12,013 .91   $ 12,292 .63   $ 12,577 .82
Estimated Annual Expenses
  $ 271 .11   $ 277 .40   $ 283 .83   $ 290 .42   $ 297 .16   $ 304 .05   $ 311 .10   $ 318 .32   $ 325 .71   $ 333 .26
 
Class R   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    [ %]       [ %]       [ %]       [ %]       [ %]       [ %]       [ %]       [ %]       [ %]       [ %]  
Cumulative Return Before Expenses
    [ %]       [ %]       [ %]       [ %]       [ %]       [ %]       [ %]       [ %]       [ %]       [ %]  
Cumulative Return After Expenses
    [ %]       [ %]       [ %]       [ %]       [ %]       [ %]       [ %]       [ %]       [ %]       [ %]  
End of Year Balance
  [$ ]     [$ ]     [$ ]     [$ ]     [$ ]     [$ ]     [$ ]     [$ ]     [$ ]     [$ ]  
Estimated Annual Expenses
  [$ ]     [$ ]     [$ ]     [$ ]     [$ ]     [$ ]     [$ ]     [$ ]     [$ ]     [$ ]  
1 Your actual expenses may be higher or lower than those shown.
2 The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C has not been deducted.
 
6        Invesco Global Core Equity Fund


 

 
                                                                                 
Class Y   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    1 .68%     1 .68%     1 .68%     1 .68%     1 .68%     1 .68%     1 .68%     1 .68%     1 .68%     1 .68%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    3 .32%     6 .75%     10 .29%     13 .96%     17 .74%     21 .65%     25 .69%     29 .86%     34 .17%     38 .63%
End of Year Balance
  $ 10,332 .00   $ 10,675 .02   $ 11,029 .43   $ 11,395 .61   $ 11,773 .94   $ 12,164 .84   $ 12,568 .71   $ 12,985 .99   $ 13,417 .13   $ 13,862 .58
Estimated Annual Expenses
  $ 170 .79   $ 176 .46   $ 182 .32   $ 188 .37   $ 194 .62   $ 201 .09   $ 207 .76   $ 214 .66   $ 221 .79   $ 229 .15Page 3 of 4
 
 
     
1
  Your actual expenses may be higher or lower than those shown.
2
  The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C has not been deducted.
 
7        Invesco Global Core Equity Fund


 

 
Shareholder Account Information
 
In addition to the Fund, Invesco serves as investment adviser to many other Invesco and Invesco Van Kampen mutual funds that are offered to retail investors (Invesco Funds or Funds). The following information is about all of the Invesco Funds that offer retail share classes.
 
If shares of the Funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the name of an individual investor), the intermediary or conduit investment vehicle may impose rules which differ from, and/or charge a transaction or other fee in addition to, those described in this prospectus.
 
Additional information is available on the Internet at www.invesco.com/us. Click on the link for Accounts & Services, then Service Center, or consult the Fund’s SAI, which is available on that same Web site or upon request free of charge. The Web site is not part of this prospectus.
 
Choosing a Share Class
Each Fund may offer multiple classes of shares and not all Funds offer all share classes discussed herein. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial adviser to assist you in making your decision. Please refer to the prospectus fee table for more information on the fees and expenses of a particular Fund’s share classes.
 
                     
 
Share Classes
 
Class A   Class B   Class C   Class R   Class Y   Investor Class
 
n  Initial sales charge which may be waived or reduced
 
n  No initial sales charge
 
n  No initial sales charge
 
n  No initial sales charge
 
n  No initial sales charge
 
n  No initial sales charge
n  Contingent deferred sales charge on certain redemptions
 
n  Contingent deferred sales charge on redemptions within six or fewer years
 
n  Contingent deferred sales charge on redemptions within one year 4
 
n  No contingent deferred sales charge
 
n  No contingent deferred sales charge
 
n  No contingent deferred sales charge
n  12b-1 fee of up to 0.25% 1
 
n  12b-1 fee of up to 1.00%
 
n  12b-1 fee of up to 1.00% 5
 
n  12b-1 fee of up to 0.50%
 
n  No 12b-1 fee
 
n  12b-1 fee of up to 0.25% 1
   
n  Generally converts to Class A shares on or about the end of the month which is at least eight years after the date on which shares were purchased along with a pro rata portion of reinvested dividends and distributions 2,3
 
n  Does not convert to Class A shares
 
n  Does not convert to Class A shares
 
n  Does not convert to Class A shares
 
n  Does not convert to Class A shares
n  Generally more appropriate for long-term investors
 
n  Available only to investors with a total account balance less than $100,000. The total account value for this purpose includes all accounts eligible for Rights of Accumulation.
 
n  Generally more appropriate for short-term investors
n  Purchase orders limited to amounts less than $1,000,000
 
n  Generally, available only to employee benefit plans
 
n  Generally, available only to investors who purchase through fee-based advisory accounts with an approved financial intermediary or to any current, former or retired trustee, director, officer or employee (or immediate family member of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries.
 
n  Generally closed to new investors
 
     
1
  Class A2 shares of Invesco Tax-Free Intermediate Fund and Investor Class shares of Invesco Money Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do not have a 12b-1 fee.
2
  Class B shares of Invesco Money Market Fund convert to Invesco Cash Reserve Shares. Class B5 shares of Invesco Money Market Fund convert to Class A5 shares.
3
  Class B shares and Class B5 shares will not convert to Class A shares or Class A5 shares, respectively, that have a higher 12b-1 fee rate than the respective Class B shares or Class B5 shares at the time of conversion.
4
  CDSC does not apply to redemption of Class C shares of Invesco LIBOR Alpha Fund or Invesco Short Term Bond Fund unless you received Class C shares of Invesco LIBOR Alpha Fund or Invesco Short Term Bond Fund through an exchange from Class C shares from another Invesco Fund that is still subject to a CDSC.
5
  Class C shares of Invesco Floating Rate Fund have a 12b-1 fee of 0.75%.
 
In addition to the share classes shown in the chart above, the following Funds offer the following additional share classes on a limited basis:
 
n   Class A2 shares: Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund;
 
n   Class A5 shares: Invesco Balanced-Risk Retirement Funds and Invesco Money Market Fund;
 
n   Class B5 shares: Invesco Money Market Fund;
 
n   Class C5 shares: Invesco Balanced-Risk Retirement Funds and Invesco Money Market Fund;
 
n   Class R5 shares: Invesco Balanced-Risk Retirement Funds;
 
n   Class P shares: Invesco Summit Fund;
 
n   Class S shares: Invesco Charter Fund, Invesco Conservative Allocation Fund, Invesco Growth Allocation Fund, Invesco Moderate Allocation Fund, Invesco Moderately Conservative Allocation Fund and Invesco Summit Fund; and
 
n   Invesco Cash Reserve Shares: Invesco Money Market Fund.
 
A-1        The Invesco Funds

MCF—09/10


 

Share Class Eligibility
 
Class A, B, C and Invesco Cash Reserve Shares
Class A, B, C and Invesco Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and eligible employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial adviser and any other financial intermediaries who will be involved in the servicing of your account when choosing a share class.
 
Class B shares are not available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code (the Code). These plans include 401(k) plans (including Invesco Solo 401(k) plans), money purchase pension plans and profit sharing plans. However, plans that have existing accounts invested in Class B shares will continue to be allowed to make additional purchases.
 
Class A2 Shares
Class A2 shares, which are offered only on Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund, are closed to new investors. All references in this prospectus to Class A shares, shall include Class A2 shares, unless otherwise noted.
 
Class A5, B5, C5 and R5 Shares
Class A5, B5, C5 and R5 shares are closed to new investors. Only investors who have continuously maintained an account in Class A5, B5, C5 or R5 of a specific Fund may make additional purchases into Class A5, B5, C5 and R5, respectively, of such specific Fund. All references in this Prospectus to Class A, B, C or R shares of the Invesco Funds, shall include Class A5 (excluding Invesco Money Market Fund), B5, C5, or R5 shares, respectively, of the Invesco Funds, unless otherwise noted. All references in this Prospectus to Invesco Cash Reserve Shares of Invesco Money Market Fund, shall include Class A5 shares of Invesco Money Market Fund, unless otherwise noted.
 
Class P Shares
In addition to the other share classes discussed herein, the Invesco Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (each a Plan and, collectively, the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006 may purchase Class P shares and only until the total of their combined investments in the Summit Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.
 
Class R Shares
Class R shares are generally available only to eligible employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees’ beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Code. Retirement plans maintained pursuant to Section 401 generally include 401(k) plans, profit sharing plans, money purchase pension plans, and defined benefit plans. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.
 
Class S Shares
Class S shares are limited to investors who purchase shares with the proceeds received from a systematic contractual investment plan redemption within the 12-months prior to purchasing Class S shares, and who purchase through an approved financial intermediary that has an agreement with the distributor to sell Class S shares. Class S shares are not otherwise sold to members of the general public. An investor purchasing Class S shares will not pay an initial sales charge. The investor will no longer be eligible to purchase additional Class S shares at that point where the value of the contributions to the prior systematic contractual investment plan combined with the subsequent Class S share contributions equals the face amount of what would have been the investor’s systematic contractual investment plan under the 30-year investment option. The face amount of a systematic contractual investment plan is the combined total of all scheduled monthly investments under that plan. For a plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30-year extended investment option.
 
Class Y Shares
Class Y shares are generally available to investors who purchase through a fee-based advisory account with an approved financial intermediary or to any current, former or retired trustee, director, officer or employee (or immediate family members of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. In fee-based advisory programs, a financial intermediary typically charges each investor a fee based on the value of the investor’s account in exchange for servicing that account.
 
Subject to any conditions or limitations imposed on the servicing of Class Y shares by your financial adviser, if you received Class Y shares as a result of a merger or reorganization of a predecessor fund into any of the Funds, you will be permitted to make additional Class Y share purchases.
 
Investor Class Shares
Some of the Funds offer Investor Class shares.  Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:
n   Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as “Investor Class grandfathered investors.”
n   Customers of certain financial intermediaries which have had relationships with the Funds’ distributor or any Funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as “Investor Class grandfathered intermediaries.”
n   Eligible employee benefit plans. Investor Class shares are generally not available for IRAs unless the IRA depositor is considered an Investor Class grandfathered investor or the account is opened through an Investor Class grandfathered intermediary.
n   Any current, former or retired trustee, director, officer or employee (or immediate family member of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries.
 
Distribution and Service (12b-1) Fees
Except as noted below, each Fund has adopted a distribution plan or distribution plan and service plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a Fund to pay distribution and service fees to Invesco Distributors, Inc. (Invesco Distributors) to compensate or reimburse, as applicable, Invesco Distributors for its efforts in connection with the sale
 
A-2        The Invesco Funds


 

and distribution of the Fund’s shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the Funds pay these fees out of their assets on an ongoing basis, over time these fees will increase the cost of your investment and may cause you to pay more than the maximum permitted initial sales charges described in this prospectus.
 
The following Funds and share classes do not have 12b-1 plans:
n   Invesco Tax-Free Intermediate Fund, Class A2 shares.
n   Invesco Money Market Fund, Investor Class shares.
n   Invesco Tax-Exempt Cash Fund, Investor Class shares.
n   Premier Portfolio, Investor Class shares.
n   Premier U.S. Government Money Portfolio, Investor Class shares.
n   Premier Tax-Exempt Portfolio, Investor Class shares.
n   All Funds, Class Y shares
Under the applicable distribution plan or distribution plan and service plan, the Funds may pay distribution and service fees up to the following amounts with respect to each Fund’s average daily net assets with respect to such class:
n   Class A shares: 0.25%
n   Class B shares: 1.00%
n   Class C shares: 1.00%
n   Class P shares: 0.10%
n   Class R shares: 0.50%
n   Class S shares: 0.15%
n   Invesco Cash Reserve Shares: 0.15%
n   Investor Class shares: 0.25%
 
Please refer to the prospectus fee table for more information on a particular Fund’s 12b-1 fees.
 
Initial Sales Charges (Class A Shares Only)
The Funds are grouped into four categories for determining initial sales charges. The “Other Information” section of each Fund’s prospectus will tell you the sales charge category in which the Fund is classified. As used below, the term “offering price” with respect to all categories of Class A shares includes the initial sales charge.
 
                         
Category I Initial Sales Charges
        Investor’s Sales Charge
Amount invested
  As a % of
  As a % of
in a single transaction   Offering Price   Investment
 
Less than
  $ 50,000       5.50 %     5.82 %
$50,000 but less than
  $ 100,000       4.50       4.71  
$100,000 but less than
  $ 250,000       3.50       3.63  
$250,000 but less than
  $ 500,000       2.75       2.83  
$500,000 but less than
  $ 1,000,000       2.00       2.04  
 
                         
Category II Initial Sales Charges
        Investor’s Sales Charge
Amount invested
  As a % of
  As a % of
in a single transaction   Offering Price   Investment
 
Less than
  $ 50,000       4.75 %     4.99 %
$50,000 but less than
  $ 100,000       4.25       4.44  
$100,000 but less than
  $ 250,000       3.50       3.63  
$250,000 but less than
  $ 500,000       2.50       2.56  
$500,000 but less than
  $ 1,000,000       2.00       2.04  
 
                         
Category III Initial Sales Charges
        Investor’s Sales Charge
Amount invested
  As a % of
  As a % of
in a single transaction   Offering Price   Investment
 
Less than
  $ 100,000       1.00 %     1.01 %
$100,000 but less than
  $ 250,000       0.75       0.76  
$250,000 but less than
  $ 1,000,000       0.50       0.50  
 
                         
Category IV Initial Sales Charges
        Investor’s Sales Charge
Amount invested
  As a % of
  As a % of
in a single transaction   Offering Price   Investment
 
Less than
  $ 100,000       2.50 %     2.56 %
$100,000 but less than
  $ 250,000       1.75       1.78  
$250,000 but less than
  $ 500,000       1.25       1.27  
$500,000 but less than
  $ 1,000,000       1.00       1.01  
 
Class A Shares Sold Without an Initial Sales Charge
Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the Funds without an initial sales charge because their transactions involve little or no expense. The investors who may purchase Class A shares without paying an initial sales charge include the following:
n   Investors who purchase shares through a fee-based advisory account with an approved financial intermediary or any current or retired trustee, director, officer or employee of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. In a fee based advisory program, a financial intermediary typically charges each investor a fee based on the value of the investor’s account in exchange for servicing that account.
n   Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which Invesco Distributors acts as the prototype sponsor to another eligible retirement plan or individual retirement account for which Invesco Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a Fund held through the plan or account.
n   Certain retirement plans (the “Plan” or “Plans”); provided, however, that such Plans:
  n   a. have assets of at least $1 million; or
  n   b. have at least 100 employees eligible to participate in the Plan; or
  n   c. execute multiple-plan transactions through a single omnibus account per Fund.
n   Any investor who maintains an account in Investor Class shares of a Fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).
n   Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.
n   Insurance company separate accounts.
 
No investor will pay an initial sales charge in the following circumstances:
n   When buying Class A shares of Invesco Tax-Exempt Cash Fund and Class A2 shares of Invesco Limited Maturity Treasury Fund or Invesco Tax-Free Intermediate Fund.
n   When reinvesting dividends and distributions.
n   When exchanging shares of one Fund, that were previously assessed a sales charge, for shares of another Fund.
n   As a result of a Fund’s merger, consolidation, or acquisition of the assets of another Fund.
n   Unit investments trusts sponsored by Invesco Distributors or its affiliates.
n   Unitholders of Invesco Van Kampen unit investment trusts that enrolled in the reinvestment program prior to December 3, 2007 to reinvest
 
A-3        The Invesco Funds


 

distributions from such trusts in Class A shares of the Funds. The Funds reserve the right to modify or terminate this program at any time.
 
Reduced Sales Charges and Sales Charge Exceptions
You may qualify for reduced sales charges or sales charge exceptions. Qualifying types of accounts for you and your “Immediate Family” as described in a Fund’s SAI include individual, joint, certain trusts, 529 college savings plan and Coverdell Education Savings, certain retirement plans established for the benefit of an individual, and Uniform Gifts/Transfers to Minor Acts accounts. To qualify for these reductions or exceptions, you or your financial adviser must notify the transfer agent and provide the necessary documentation at the time of purchase that your purchase qualifies for such treatment. Certain individuals and employer-sponsored retirement plans may link accounts for the purpose of qualifying for lower initial sales charges.
 
Purchases of Class A shares of Invesco Tax-Exempt Cash Fund or Invesco Cash Reserve Shares of Invesco Money Market Fund or Investor Class shares of any fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges pursuant to Rights of Accumulation or Letters of Intent.
 
Rights of Accumulation
You may combine your new purchases of Class A shares of a Fund with other Fund shares currently owned (Class A, B, C, P, R, S or Y) for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable initial sales charge for the new purchase is based on the total of your current purchase and the value of other shares owned based on their current public offering price. The transfer agent may automatically link certain accounts registered in the same name with the same taxpayer identification number for the purpose of qualifying you for lower initial sales charge rates.
 
Letters of Intent
Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more Funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the total amount actually invested.
 
Reinstatement Following Redemption
If you redeem any class of shares of a Fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any Fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B, P and S redemptions may be reinvested only into Class A shares with no initial sales charge. Class Y redemptions may be reinvested into either Class Y shares or Class A shares with no initial sales charge.
 
This reinstatement privilege does not apply to a purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account.
 
In order to take advantage of this reinstatement privilege, you must inform your financial adviser or the transfer agent that you wish to do so at the time of your investment.
 
Contingent Deferred Sales Charges (CDSCs)
 
CDSCs on Class A Shares and Invesco Cash Reserve Shares of Invesco Money Market Fund
You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV Funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.
 
If you currently own Class A shares of a Category I, II or IV Fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.
 
If Invesco Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan’s shares are redeemed within one year from the date of the plan’s initial purchase.
 
If you acquire Invesco Cash Reserve Shares of Invesco Money Market Fund or Class A shares of Invesco Tax-Exempt Cash Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.
 
CDSCs on Class B Shares
Class B shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below. The Funds are grouped into seven categories for determining CDSCs. The “Other Information” section of each Fund’s prospectus will tell you the CDSC category in which the Fund is classified.
 
         
CDSC Category I  
Year since purchase made   Class B CDSC  
   
First
    5.00 %
Second
    4.00  
Third
    3.00  
Fourth
    3.00  
Fifth
    2.00  
Sixth
    1.00  
Seventh and following
    None  
 
         
CDSC Category II  
Year since purchase made   Class B CDSC  
   
First
    5.00 %
Second
    4.00  
Third
    3.00  
Fourth
    2.00  
Fifth
    2.00  
Sixth
    1.00  
Seventh and following
    None  
 
         
CDSC Category III  
Year since purchase made   Class B CDSC  
   
First
    5.00 %
Second
    4.00  
Third
    3.00  
Fourth
    2.50  
Fifth
    1.50  
Sixth
    None  
 
 
A-4        The Invesco Funds


 

         
CDSC Category IV  
Year since purchase made   Class B CDSC  
   
First
    4.00 %
Second
    3.75  
Third
    3.50  
Fourth
    2.50  
Fifth
    1.50  
Sixth
    1.00  
Seventh and following
    None  
 
         
CDSC Category V  
Year since purchase made   Class B CDSC  
   
First
    2.00 %
Second
    1.50  
Third
    1.00  
Fourth
    0.50  
Fifth and following
    None  
 
                 
CDSC Category VI  
    Class B CDSC
    Class B CDSC
 
    purchased before
    purchased on or after
 
Year since purchase made   June 1, 2005     June 1, 2005  
   
First
    3.00 %     4.00 %
Second
    2.50       4.00  
Third
    2.00       3.00  
Fourth
    1.00       2.50  
Fifth
    None       1.50  
Sixth and following
    None       None  
 
         
CDSC Category VII  
Year since purchase made   Class B CDSC  
   
First
    4.00 %
Second
    4.00  
Third
    3.00  
Fourth
    2.50  
Fifth
    1.50  
Sixth and following
    None  
 
CDSCs on Class C Shares
Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the first year since purchase has been made you will be assessed a 1% CDSC, unless you qualify for one of the CDSC exceptions outlined below.
 
CDSCs on Class C Shares—Employee Benefit Plan
Invesco Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan’s shares are redeemed within one year from the date of the plan’s initial purchase.
 
CDSCs on Class C Shares of Invesco LIBOR Alpha Fund and Invesco Short Term Bond Fund
Class C shares of Invesco LIBOR Alpha Fund and Invesco Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those Funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other Fund as a result of an exchange involving Class C shares of Invesco LIBOR Alpha Fund or Invesco Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.
 
Computing a CDSC
The CDSC on redemptions of shares is computed based on the lower of their original purchase price or current net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.
 
CDSC Exceptions
Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:
n   If you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period.
n   If you redeem shares to pay account fees.
n   If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares.
 
There are other circumstances under which you may be able to redeem shares without paying CDSCs.
 
Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.
 
The following share classes are sold with no CDSC:
n   Class A shares of Invesco Tax-Exempt Cash Fund.
n   Class A shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund purchased on or after October 21, 2002, and prior to February 1, 2010.
n   Class A2 shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate
n   Invesco Cash Reserve Shares of Invesco Money Market Fund.
n   Investor Class shares of any Fund.
n   Class P shares of Invesco Summit Fund.
n   Class S shares of Invesco Charter Fund, Invesco Conservative Allocation Fund, Invesco Growth Allocation Fund, Invesco Moderate Allocation Fund, Invesco Moderately Conservative Allocation Fund and Invesco Summit Fund.
n   Class Y shares of any Fund.
 
CDSCs Upon Converting to Class Y Shares
If shares that are subject to a CDSC are converted to Class Y shares, the applicable CDSC will be assessed prior to conversion.
 
Redemption Fees
Certain Funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable Fund’s prospectus to determine whether that Fund
 
A-5        The Invesco Funds


 

imposes a redemption fee. As of the date of this prospectus, the following Funds impose redemption fees:
 
         
Invesco Asia Pacific Growth Fund
Invesco China Fund
Invesco Developing Markets Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco European Growth Fund
Invesco European Small Company Fund
Invesco Floating Rate Fund
Invesco Global Core Equity Fund
Invesco Global Equity Fund
Invesco Global Fund
Invesco Global Growth Fund
Invesco Global Health Care Fund
Invesco Global Real Estate Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Gold & Precious Metals Fund
 
Invesco High Yield Fund
Invesco High Yield Securities Fund
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Growth Equity Fund
Invesco International Small Company Fund
Invesco International Total Return Fund
Invesco Japan Fund
Invesco Pacific Growth Fund
Invesco Special Value Fund
 
Invesco U.S. Small Cap Value Fund
Invesco Van Kampen Emerging Markets Fund
Invesco Van Kampen High Yield Fund
Invesco Van Kampen High Yield Municipal Fund
Invesco Van Kampen International Advantage Fund
Invesco Van Kampen International Growth Fund
Invesco Van Kampen Small Cap Growth Fund
Invesco Van Kampen Small Cap Value Fund
 
The redemption fee will be retained by the Fund from which you are redeeming or exchanging shares, and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the Fund. The redemption fee is imposed on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.
 
Redemption fees generally will not be charged in the following circumstances:
n   Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.
n   Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, variable insurance contracts or separately managed qualified default investment alternative vehicles maintained pursuant to Section 404(c)(5) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), which use the Funds as underlying investments.
n   Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.
n   Redemptions requested within 31 days following the death or post-purchase disability of an account owner.
n   Redemptions or exchanges initiated by a Fund.
 
The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:
n   Shares acquired through the reinvestment of dividends and distributions.
n   Shares acquired through systematic purchase plans.
n   Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.
 
Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.
 
Some investments in the Funds are made through accounts that are maintained by intermediaries (rather than the Funds’ transfer agent) and some investments are made indirectly through products that use the Funds as underlying investments, such as employee benefit plans, Funds of Funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the Funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the Funds for purposes of assessing redemption fees. In these cases, the Funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.
 
If shares of the Funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the Funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial adviser or other financial intermediary for details.
 
The Funds have the discretion to waive the 2% redemption fee if a Fund is in jeopardy of losing its registered investment company qualification for tax purposes.
 
Your financial adviser or other financial intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.
 
Purchasing Shares
If you hold your shares through a financial intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution’s policies.
 
Minimum Investments
There are no minimum investments for Class P, R or S shares for fund accounts. The minimum investments for Class A, B, C, Y and Investor Class shares for fund accounts are as follows:
 
                 
        Additional
    Initial Investment
  Investments
Type of Account   Per Fund   Per Fund
 
Asset or fee-based accounts managed by your financial adviser
    None       None  
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans
    None       None  
IRAs, Roth IRAs and Coverdell ESAs accounts if the new investor is purchasing shares through a systematic purchase plan
  $ 25     $ 25  
All other accounts if the investor is purchasing shares through a systematic purchase plan
    50       50  
IRAs, Roth IRAs and Coverdell ESAs
    250       25  
All other accounts
    1,000       50  
Invesco Distributors has the discretion to accept orders for lesser amounts
               
 
How to Purchase Shares
 
         
    Opening An Account   Adding To An Account
 
Through a Financial Adviser   Contact your financial adviser.   Contact your financial adviser.
By Mail   Mail completed account application and check to the transfer agent,
Invesco Investment Services, Inc.,
P.O. Box 4739, Houston, TX 77210-4739.
Invesco Investment Services, Inc. does NOT accept the following types of payments: Credit Card Checks, Third Party Checks, and Cash*.
  Mail your check and the remittance slip from your confirmation statement to the transfer agent. Invesco Investment Services, Inc. does NOT accept the following types of payments: Credit Card Checks, Third Party Checks, and Cash*.
 
A-6        The Invesco Funds


 

         
    Opening An Account   Adding To An Account
 
By Wire   Mail completed account application to the transfer agent. Call the transfer agent at (800) 959-4246 to receive a reference number. Then, use the wire instructions provided below.   Call the transfer agent to receive a reference number. Then, use the wire instructions provided below.
Wire Instructions   Beneficiary Bank ABA/Routing #: 011001234
Beneficiary Account Number: 729639
Beneficiary Account Name: Invesco Investment Services, Inc.
RFB: Fund Name, Reference #
OBI: Your Name, Account #
By Telephone   Open your account using one of the methods described above.   Select the Bank Account Information option on your completed account application or complete a Systematic Options and Bank Information Form. Mail the application or form to the transfer agent. Once the transfer agent has received the form, call the transfer agent at the number below to place your purchase order.
Automated Investor Line   Open your account using one of the methods described above.   Call the Invesco Investment Services, Inc. 24-hour Automated Investor Line at 1-800-246-5463. You may place your order after you have provided the bank instructions that will be requested.
By Internet   Open your account using one of the methods described above.   Access your account at www.invesco.com/us. The proper bank instructions must have been provided on your account. You may not purchase shares in retirement accounts on the internet.
 
     
*
  In addition, Invesco Investment Services, Inc. does not accept cash equivalents for employer sponsored plan accounts. Cash equivalents include cashier’s checks, official checks, bank drafts, traveler’s checks, treasurer’s checks, postal money orders or money orders. We also reserve the right to reject at our sole discretion payment by Temporary / Starter Checks.
 
Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, federal law requires that the Fund verify and record your identifying information.
 
Systematic Purchase Plan
You can arrange for periodic investments in any of the Funds by authorizing the transfer agent to withdraw the amount of your investment from your bank account on a day or dates you specify and in an amount of at least $25 per Fund for IRAs, Roth IRAs and Coverdell ESAs, and at least $50 per Fund for all other types of accounts. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisers and other financial intermediaries may also offer systematic purchase plans.
 
Dollar Cost Averaging
Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one Fund to another Fund or multiple other Funds. The account from which exchanges are to be made must have a minimum balance of $5,000 before you can use this option. Exchanges will occur on (or about) the day of the month you specify, in the amount you specify. Dollar Cost Averaging cannot be set up for the 29th through the 31st of the month. The minimum amount you can exchange to another Fund is $50. Certain financial advisers and other financial intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to Invesco’s Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a Fund per calendar year, discussed below.
 
Automatic Dividend and Distribution Investment
Your dividends and distributions may be paid in cash or reinvested in the same Fund or another Fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same Fund. If you elect to receive your distributions by check, and the distribution amount is $10 or less, then the amount will be automatically reinvested in the same Fund and no check will be issued. If you have elected to receive distributions by check, and the postal service is unable to deliver checks to your address of record, then your distribution election may be converted to having all subsequent distributions reinvested in the same Fund and no checks will be issued. With respect to certain account types, if your check remains uncashed for six months, the Fund generally reserves the right to reinvest your distribution check in your account at NAV and to reinvest all subsequent distributions in shares of the Fund. Such checks will be reinvested into the same share class of the Fund unless you own shares in both Class A and Class B of the same Fund, in which case the check may be reinvested into the Class A shares. You should contact the transfer agent to change your distribution option, and your request to do so must be received by the transfer agent before the record date for a distribution in order to be effective for that distribution. No interest will accrue on amounts represented by uncashed distribution checks.
 
You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another Fund:
n   Your account balance in the Fund paying the dividend or distribution must be at least $5,000; and
n   Your account balance in the Fund receiving the dividend or distribution must be at least $500.
 
Portfolio Rebalancing Program
If you have at least $5,000 in your account, you may participate in the Portfolio Rebalancing Program. Under this Program, you can designate how the total value of your Fund holdings should be rebalanced, on a percentage basis, between two and ten of your Funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your Funds for shares of the same class of one or more other Funds in your portfolio. Rebalancing will not occur if your portfolio is within 2% of your stated allocation. If you wish to participate in the Program, make changes or cancel the Program, the transfer agent must receive your request to participate, changes, or cancellation in good order at least five business days prior to the next rebalancing date, which is normally the 28th day of the last month of the period you choose. We may modify, suspend or terminate the Program at any time on 60 days’ prior written notice to participating investors. Certain financial advisers and other financial intermediaries may also offer portfolio rebalancing programs. If you participate in one of these programs and it is the same as or similar to Invesco’s program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a Fund per calendar year, discussed below.
 
Redeeming Shares
For Funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent or authorized intermediary, if applicable, must receive your call during the hours of the
 
A-7        The Invesco Funds


 

customary trading session of the New York Stock Exchange (NYSE) in order to effect the redemption at that day’s net asset value. For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the transfer agent or authorized intermediary, if applicable, must receive your call before the Funds’ net asset value determination in order to effect the redemption that day.
 
     
How to Redeem Shares
 
Through a Financial Adviser or Financial Intermediary   Contact your financial adviser or financial intermediary (including your retirement plan administrator).
By Mail   Send a written request to the transfer agent which includes:
   
n  Original signatures of all registered owners/trustees;
   
n  The dollar value or number of shares that you wish to redeem;
   
n  The name of the Fund(s) and your account number; and
   
n  Signature guarantees, if necessary (see below).
    The transfer agent may require that you provide additional documentation, or information, such as corporate resolutions or powers of attorney, if applicable. If you are redeeming from an IRA or other type of retirement account, you must complete the appropriate distribution form, as well as employer authorization.
By Telephone   Call the transfer agent at 1-800-959-4246. You will be allowed to redeem by telephone if:
   
n  Your redemption proceeds are to be mailed to your address on record (and there has been no change in your address of record within the last 30 days) or transferred electronically to a pre-authorized checking account;
   
n  You do not hold physical share certificates;
   
n  You can provide proper identification information;
   
n  Your redemption proceeds do not exceed $250,000 per Fund; and
   
n  You have not previously declined the telephone redemption privilege.
    You may, in limited circumstances, initiate a redemption from an Invesco IRA account by telephone. Redemptions from other types of retirement plan accounts may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization.
Automated Investor Line   Call the Invesco Investment Services, Inc. 24-hour Automated Investor Line at 1-800-246-5463. You may place your redemption order after you have provided the bank instructions that will be requested.
By Internet   Place your redemption request at www.invesco.com/us. You will be allowed to redeem by Internet if:
   
n  You do not hold physical share certificates;
   
n  You can provide proper identification information;
   
n  Your redemption proceeds do not exceed $250,000 per Fund; and
   
n  You have already provided proper bank information.
    Redemptions from most retirement plan accounts may be initiated only in writing and require the completion of the appropriate distribution form, as well as employer authorization.
 
Timing and Method of Payment
We normally will send out payments within one business day, and in any event no more than seven days, after your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent or authorized intermediary, if applicable). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed under unusual circumstances, as allowed by the SEC, such as when the NYSE restricts or suspends trading.
 
Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.
 
We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.
 
Expedited Redemptions (Invesco Cash Reserve Shares of Invesco Money Market Fund only)
If you place your redemption order by telephone, before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. If we receive your redemption order after 11:30 a.m. Eastern Time and before the close of the customary trading session of the NYSE, we will transmit payment on the next business day.
 
Systematic Withdrawals
You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per Fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have a total account balance of at least $5,000 in order to establish a Systematic Redemption Plan, unless you are establishing a Required Minimum Distribution for a retirement plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.
 
Check Writing
The transfer agent provides check writing privileges for accounts in the following Funds and share classes:
n   Invesco Money Market Fund, Invesco Cash Reserve Shares, Class A5 shares, Class Y shares and Investor Class shares
n   Invesco Tax-Exempt Cash Fund, Class A shares, Class Y shares and Investor Class shares
n   Premier Portfolio, Investor Class shares
n   Premier Tax-Exempt Portfolio, Investor Class shares
n   Premier U.S. Government Money Portfolio, Investor Class shares
 
You may redeem shares of these Funds by writing checks in amounts of $250 or more if you have subscribed to the service by completing a Check Writing authorization form.
 
Redemption by check is not available for retirement accounts. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.
 
Signature Guarantees
We require a signature guarantee in the following circumstances:
n   When your redemption proceeds will equal or exceed $250,000 per Fund.
n   When you request that redemption proceeds be paid to someone other than the registered owner of the account.
n   When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.
n   When you request that redemption proceeds be sent to a new address or an address that changed in the last 30 days.
 
The transfer agent will accept a guarantee of your signature by a number of different types of financial institutions. Call the transfer agent for additional information. Some institutions have transaction amount maximums for these guarantees. Please check with the guarantor institution to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.
 
Redemptions in Kind
Although the Funds generally intend to pay redemption proceeds solely in cash, the Funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind).
 
A-8        The Invesco Funds


 

Redemptions Initiated by the Funds
If your account (Class A, B, C, P, S and Investor Class shares only) has been open at least one year, you have not made an additional purchase in the account during the past six calendar months, and the value of your account falls below $500 for three consecutive months, the Funds have the right to redeem the account after giving you 60 days’ prior written notice. You may avoid having your account redeemed during the notice period by bringing the account value up to $500 or by initiating a Systematic Purchase Plan.
 
If the Fund determines that you have not provided a correct Social Security or other tax identification number on your account application, or the Fund is not able to verify your identity as required by law, the Fund may, at its discretion, redeem the account and distribute the proceeds to you.
 
Minimum Account Balance
A low balance fee of $12 per year will be deducted in the fourth quarter of each year from all Class A share, Class B share, Class C share and Investor Class share accounts held in the Fund (each a Fund Account) with a value less than the low balance amount (the Low Balance Amount) as determined from time to time by the Fund and the Adviser. The Fund and the Adviser generally expect the Low Balance Amount to be $750, but such amount may be adjusted for any year depending on various factors, including market conditions. The Low Balance Amount and the date on which it will be deducted from any Fund Account will be posted on our web site, www.invesco.com/us, on or about November 15 of each year. This fee will be payable to the transfer agent by redeeming from a Fund Account sufficient shares owned by a shareholder and will be used by the transfer agent to offset amounts that would otherwise be payable by the Fund to the transfer agent under the transfer agency agreement. The low balance fee is not applicable to Fund Accounts comprised of: (i) fund of funds accounts, (ii) escheated accounts, (iii) accounts participating in a Systematic Purchase Plan established directly with the Fund, (iv) accounts with Dollar Cost Averaging, (v) accounts in which Class B Shares are immediately involved in the automatic conversion to Class A Shares, and those corresponding Class A Shares immediately involved in such conversion, (vi) accounts in which all shares are evidenced by share certificates, (vii) certain retirement plan accounts, (viii) forfeiture accounts in connection with certain retirement plans, (ix) investments in Class P, Class R, Class S or Class Y Shares, (x) certain money market funds (Investor Class of Premier U.S. Government Money, Premier Tax-Exempt and Premier Portfolios; all classes of Invesco Money Market Fund; and all classes of Invesco Tax-Exempt Cash Fund), or (xi) accounts in Class A shares established pursuant to an advisory fee program.
 
Some investments in the Funds are made through accounts that are maintained by intermediaries (rather than the Funds’ transfer agent) and some investments are made indirectly through products that use the Funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the Funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules which differ from those described in this prospectus. In such cases, there may be low balance fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial adviser or other financial intermediary for details.
 
Exchanging Shares
You may, under certain circumstances, exchange shares in one Fund for those of another Fund. An exchange is the purchase of shares in one Fund which is paid for with the proceeds from a redemption of shares of another Fund effectuated on the same day. Any gain on the transaction may be subject to federal income tax. Accordingly, the procedures and processes applicable to redemptions of Fund shares, as discussed under the heading “Redeeming Shares” above, will apply. Before requesting an exchange, review the prospectus of the Fund you wish to acquire.
 
All exchanges are subject to the limitations set forth in the prospectuses of the Funds. If you wish to exchange shares of one Fund for those of another Fund, you must consult the prospectus of the Fund whose shares you wish to acquire to determine whether the Fund is offering shares to new investors and whether you are eligible to acquire shares of that Fund.
 
Permitted Exchanges
Except as otherwise provided herein or in the SAI, you generally may exchange your shares for shares of the same class of another Fund. The following below shows permitted exchanges:
 
     
Exchange From   Exchange To
 
Invesco Cash Reserve Shares
  Class A, B, C, R, Y*, Investor Class
Class A
  Class A, Y*, Investor Class, Invesco Cash Reserve Shares
Class A2
  Class A, Y*, Investor Class, Invesco Cash Reserve Shares
Class A5
  Class A, A5, Y*, Investor Class, Invesco Cash Reserve Shares
Investor Class
  Class A, Y*, Investor Class
Class P
  Class A, Invesco Cash Reserve Shares
Class S
  Class A, S, Invesco Cash Reserve Shares
Class B
  Class B
Class B5
  Class B
Class C
  Class C, Y*
Class C5
  Class C, C5, Y*
Class R
  Class R
Class R5
  Class R, R5
Class Y
  Class Y
 
     
*
  You may exchange your Invesco Cash Reserve Shares, Class A shares, Class C shares, Class C5 shares or Investor Class shares for Class Y shares of the same Fund if you otherwise qualify to buy that Fund’s Class Y shares. Please consult your financial adviser to discuss the tax implications, if any, of all exchanges into Class Y shares of the same Fund.
 
Exchanges into Invesco Van Kampen Senior Loan Fund
Invesco Van Kampen Senior Loan Fund is a closed-end fund that continuously offers its shares pursuant to the terms and conditions of its prospectus. The Adviser is the investment adviser for the Invesco Van Kampen Senior Loan Fund. As with the Invesco Funds, you generally may exchange your shares of Class A (Invesco Cash Reserve Shares of Invesco Money Market Fund), Class B or Class C of any Invesco Fund for shares of Class A, Class B or Class C, respectively, of Invesco Van Kampen Senior Loan Fund. Please refer to the prospectus for the Invesco Van Kampen Senior Loan Fund for more information, including limitations on exchanges out of Invesco Van Kampen Senior Loan Fund.
 
Exchanges Not Permitted
The following exchanges are not permitted:
n   Investor Class shares cannot be exchanged for Class A shares of any Fund which offers Investor Class shares.
n   Exchanges into Class A2 shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund (also known as the Category III Funds) are not permitted.
n   Class A2 shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund cannot be exchanged for Class A shares of those Funds.
n   Invesco Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any Fund.
 
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n   Invesco Cash Reserve shares, Class A shares, Class A2 shares, Class C shares or Investor Class shares of one Fund can not be exchanged for Class Y shares of a different Fund.
n   All existing systematic exchanges and reallocations will cease and these options will no longer be available on all 403(b) prototype plans.
 
Exchange Conditions
The following conditions apply to all exchanges:
n   Shares must have been held for at least one day prior to the exchange with the exception of dividends and distributions that are reinvested; and
n   If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange.
 
Under unusual market conditions, a Fund may delay the exchange of shares for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating Funds or the distributor may modify or terminate this privilege at any time.
 
Limit on the Number of Exchanges
You will generally be limited to four exchanges out of a Fund per calendar year (other than the money market funds and Invesco Limited Maturity Treasury Fund); provided, however, that the following transactions will not count toward the exchange limitation:
n   Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.
n   Exchanges of shares held by Funds of Funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and insurance company separate accounts which use the Funds as underlying investments.
n   Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.
n   Generally, exchanges on fee-based advisory accounts which involve a periodic rebalancing feature.
n   Exchanges initiated by a Fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant).
 
Each Fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the Fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.
 
There is no limit on the number of exchanges out of Invesco Limited Maturity Treasury Fund, Invesco Money Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.
 
If you exchange shares of one Fund for shares of multiple other Funds as part of a single transaction, that transaction is counted as one exchange out of a Fund.
 
Initial Sales Charges, CDSCs and 12b-1 Fees on Applicable to Exchanges
You may be required to pay an initial sales charge when exchanging from a Fund with a lower initial sales charge than the one into which you are exchanging. If you exchange into shares that are subject to a CDSC, we will begin the holding period for purposes of calculating the CDSC on the date you made your initial purchase.
 
In addition, as a result of differences in the forms of distribution plans and distribution plans and service plans among the Funds, certain exchanges of Class A shares, Class B shares, Class C shares, and Class R shares of a Fund for the same class of shares of another fund may result in investors paying a higher or a lower 12b-1 fee on the Fund being exchanged into. Please refer to the prospectus fee table and financial highlights table and the statement of additional information for more information on the fees and expenses, including applicable 12b-1 fees, of the Fund you wish to acquire.
 
Rights Reserved by the Funds
Each Fund and its agents reserve the right at any time to:
n   Reject or cancel all or any part of any purchase or exchange order.
n   Modify any terms or conditions related to the purchase, redemption or exchange of shares of any Fund.
n   Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.
n   Suspend, change or withdraw all or any part of the offering made by this prospectus.
 
Excessive Short-Term Trading Activity (Market Timing) Disclosures
While the Funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the Funds’ shares (i.e., a purchase of Fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain Funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such Funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of Fund shares held by long-term investors may be diluted. The Board has adopted policies and procedures designed to discourage excessive or short-term trading of Fund shares for all Funds except the money market funds. However, there is the risk that these Funds’ policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These Funds may alter their policies at any time without prior notice to shareholders if the adviser believes the change would be in the best interests of long-term shareholders.
 
The Invesco Affiliates and certain of its corporate affiliates (Invesco and such affiliates, collectively, the Invesco Affiliates) currently use the following tools designed to discourage excessive short-term trading in the retail Funds:
n   Trade activity monitoring.
n   Trading guidelines.
n   Redemption fees on trades in certain Funds.
n   The use of fair value pricing consistent with procedures approved by the Board.
 
Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the Funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. Invesco Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests.
 
Money Market Funds.  The Board of Invesco Money Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the money market funds) have not adopted any policies and procedures that would limit frequent purchases and redemptions of such Funds’ shares. The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund’s yield could be negatively impacted.
 
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The Board does not believe that it is appropriate to adopt any such policies and procedures for the money market funds for the following reasons:
n   The money market funds are offered to investors as cash management vehicles; investors must perceive an investment in such Funds as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently.
n   One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such Funds.
n   The money market funds’ portfolio securities are valued on the basis of amortized cost, and such Funds seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.
n   Because the money market funds seek to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in such Funds. Imposition of redemption fees would run contrary to investor expectations.
 
Invesco Limited Maturity Treasury Fund.  The Board of Invesco Limited Maturity Treasury Fund has not adopted any policies and procedures that would limit frequent purchases and redemptions of such Fund’s shares. The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions and determined that those risks were minimal. Nonetheless, to the extent that Invesco Limited Maturity Treasury Fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, Invesco Limited Maturity Treasury Fund’s yield could be negatively impacted.
 
The Board does not believe that it is appropriate to adopt any such policies and procedures for the Fund for the following reasons:
n   Many investors use Invesco Limited Maturity Treasury Fund as a short-term investment alternative and should be able to purchase and redeem shares regularly and frequently.
n   One of the advantages of Invesco Limited Maturity Treasury Fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of Invesco Limited Maturity Treasury Fund will be detrimental to the continuing operations of such Fund.
 
Trade Activity Monitoring
Invesco Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, Invesco Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder’s accounts other than exchanges into a money market Fund. Invesco Affiliates will use reasonable efforts to apply the Fund’s policies uniformly given the practical limitations described above.
 
The ability of Invesco Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather than the Funds’ transfer agent) and through conduit investment vehicles may be limited.
 
Trading Guidelines
You will be limited to four exchanges out of a Fund per calendar year (other than the money market funds and Invesco Limited Maturity Treasury Fund). If you meet the four exchange limit within a Fund in a calendar year, or a Fund or an Invesco Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its sole discretion, reject any additional purchase and exchange orders.
 
Redemption Fees
You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain Funds within 31 days of purchase. The ability of a Fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather than the Funds’ transfer agent) and through conduit investment vehicles may be limited.
 
Fair Value Pricing
Securities owned by a Fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a Fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially “stale” prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.
 
Pricing of Shares
 
Determination of Net Asset Value
The price of each Fund’s shares is the Fund’s net asset value per share. The Funds value portfolio securities for which market quotations are readily available at market value. The Funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the Funds (collectively, the Board). The Board has delegated the daily determination of good faith fair value methodologies to Invesco’s Valuation Committee, which acts in accordance with Board approved policies. On a quarterly basis, Invesco provides the Board various reports indicating the quality and effectiveness of its fair value decisions on portfolio holdings. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.
 
Even when market quotations are available, they may be stale or unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the Fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where Invesco determines that the closing price of the security is unreliable, Invesco will value the security at fair value in good faith using procedures approved by the Board. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially “stale” prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.
 
Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values.
 
Invesco may use indications of fair value from pricing services approved by the Board. In other circumstances, the Invesco Valuation Committee may fair value securities in good faith using procedures approved by the Board. As a means of evaluating its fair value process, Invesco routinely compares closing market prices, the next day’s opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Board.
 
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Specific types of securities are valued as follows:
 
Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using evaluated quotes provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as market quotes, ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.
 
Domestic Exchange Traded Equity Securities.  Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, Invesco will value the security at fair value in good faith using procedures approved by the Board.
 
Foreign Securities.  If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the Fund may fair value the security. If an issuer specific event has occurred that Invesco determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. Invesco also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where Invesco believes, at the approved degree of certainty, that the price is not reflective of current market value, Invesco will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.
 
Fund securities primarily traded on foreign markets may trade on days that are not business days of the Fund. Because the net asset value of Fund shares is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the Fund.
 
Fixed Income Securities.  Government, corporate, asset-backed and municipal bonds, convertible securities, including high yield or junk bonds, and loans, normally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service and independent quoted prices are unreliable, the Invesco valuation committee will fair value the security using procedures approved by the Board.
 
Short-term Securities.  The Funds’ short-term investments are valued at amortized cost when the security has 60 days or less to maturity. Invesco Money Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio value all their securities at amortized cost. Invesco High Income Municipal Fund, Invesco Municipal Bond Fund and Invesco Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities.
 
Futures and Options.  Futures contracts are valued at the final settlement price set by the exchange on which they are principally traded. Options are valued on the basis of market quotations, if available.
 
Swap Agreements.  Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.
 
Open-end Funds.  To the extent a Fund invests in other open-end Funds, other than open-end Funds that are exchange traded, the investing Fund will calculate its net asset value using the net asset value of the underlying Fund in which it invests, and the prospectuses for such open-end Funds explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
 
Each Fund, except for Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio open for business at 8:00 a.m. Eastern Time. Premier Portfolio and Premier U.S. Government Money Portfolio will generally determine the net asset value of their shares at 5:30 p.m. Eastern Time. Premier Tax-Exempt Portfolio will generally determine the net asset value of its shares at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York and The Bank of New York Mellon, the Fund’s custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the Fund will calculate its net asset value as of the time of such closing.
 
From time to time and in circumstances deemed appropriate by Invesco in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such Funds and net asset values will be calculated for such Funds.
 
The Invesco Balanced-Risk Allocation Fund and Invesco Commodities Strategy Fund may each invest up to 25% of their total assets in shares of their respective Subsidiaries. The Subsidiaries offer to redeem all or a portion of their shares at the current net asset value per share every regular business day. The value of shares of the Subsidiaries will fluctuate with the value of the respective Subsidiary’s portfolio investments. The Subsidiaries price their portfolio investments pursuant to the same pricing and valuation methodologies and procedures used by the Funds, which require, among other things, that each of the Subsidiary’s portfolio investments be marked-to-market (that is, the value on each of the Subsidiary’s books changes) each business day to reflect changes in the market value of the investment.
 
Timing of Orders
For Funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. For Funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, purchase orders that are received and accepted before the close of the customary trading session or any earlier NYSE closing time on a business day generally are processed that day and settled on the next business day.
 
For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day, prior to the Funds’ net asset value determination on
 
A-12        The Invesco Funds


 

such business day; however, if your order is received and accepted after the close of the customary trading session or any earlier NYSE closing time that day, your order generally will be processed on the next business day and settled on the second business day following the receipt and acceptance of your order.
 
For all Funds, you can exchange shares on each business day, prior to the close of the customary trading session or any earlier NYSE closing time that day. Shareholders of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio therefore cannot exchange their shares after the close of the customary trading session or any earlier NYSE closing time on a particular day, even though these Funds remain open after such closing time.
 
The Funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A Fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading.
 
Taxes
A Fund intends to qualify each year as a regulated investment company and, as such, is not subject to entity-level tax on the income and gain it distributes to shareholders. If you are a taxable investor, dividends and distributions you receive from a Fund generally are taxable to you whether you reinvest distributions in additional Fund shares or take them in cash. Every year, you will be sent information showing the amount of dividends and distributions you received from a Fund during the prior calendar year. In addition, investors in taxable accounts should be aware of the following basic tax points as supplemented below where relevant:
 
Fund Tax Basics
n   A Fund earns income generally in the form of dividends or interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income are generally taxable to you as ordinary income.
n   Distributions of net short-term capital gains are taxable to you as ordinary income. A Fund with a high portfolio turnover rate (a measure of how frequently assets within a Fund are bought and sold) is more likely to generate short-term capital gains than a Fund with a low portfolio turnover rate.
n   Distributions of net long-term capital gains are taxable to you as long-term capital gains no matter how long you have owned your Fund shares.
n   If you are an individual and meet certain holding period requirements, a portion of income dividends paid to you by a Fund may be designated as qualified dividend income eligible for taxation at long-term capital gain rates. These reduced rates generally are available (through 2010) for dividends derived from a Fund’s investment in stocks of domestic corporations and qualified foreign corporations. In the case of a Fund that invests primarily in debt securities, either none or only a nominal portion of the dividends paid by the Fund will be eligible for taxation at these reduced rates.
n   Distributions declared to shareholders with a record date in December—if paid to you by the end of January—are taxable for federal income tax purposes as if received in December.
n   Any long-term or short-term capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale.
n   At the time you purchase your Fund shares, the Fund’s net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation in value of portfolio securities held by the Fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. This is sometimes referred to as ”buying a dividend.”
n   By law, if you do not provide a Fund with your proper taxpayer identification number and certain required certifications, you may be subject to backup withholding on any distributions of income, capital gains, or proceeds from the sale of your shares. A Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid.
n   You will not be required to include the portion of dividends paid by the Fund derived from interest on U.S. government obligations in your gross income for purposes of personal and, in some cases, corporate income taxes in many state and local tax jurisdictions. The percentage of dividends that constitutes dividends derived from interest on federal obligations will be determined annually. This percentage may differ from the actual percentage of interest received by the Fund on federal obligations for the particular days on which you hold shares.
n   Fund distributions and gains from sale or exchange of your Fund shares generally are subject to state and local income taxes.
n   If a Fund qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments may be passed through to you as a foreign tax credit. You will then be required to include your pro-rata share of these taxes in gross income, even though not actually received by you, and will be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax.
n   Foreign investors should be aware that U.S. withholding, special certification requirements to avoid U.S. backup withholding and claim any treaty benefits and estate taxes may apply to an investment in a Fund.
 
The above discussion concerning the taxability of Fund dividends and distributions and of redemptions and exchanges of Fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Code, individual retirement accounts (IRAs) and Roth IRAs.
 
Tax-Exempt and Municipal Funds
n   You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in your gross income for federal income tax purposes. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares.
n   A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you. However, under recently enacted provisions of the American Recovery and Reinvestment Act of 2009, tax exempt interest on such municipal securities issued in 2009 and 2010 is not an item of tax preference for purposes of the alternative minimum tax.
n   Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states.
n   A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains.
n   A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends
 
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received deduction in the case of corporate shareholders nor as qualified dividend income subject to reduced rates of taxation in the case of noncorporate shareholders.
n   Exempt-interest dividends from a Fund are taken into account when determining the taxable portion of your social security or railroad retirement benefits, may be subject to state and local income taxes, may affect the deductibility of interest on certain indebtedness, and may have other collateral federal income tax consequences for you.
n   There are risks that: (a) a security issued as tax-exempt may be reclassified by the Internal Revenue Service or a state tax authority as taxable and/or (b) future legislative, administrative or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possibly retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore, the value of the Fund’s shares, to decline.
 
Money Market Funds
n   A Fund does not anticipate realizing any long-term capital gains.
n   Because a Fund expects to maintain a stable net asset value of $1.00 per share, investors should not have any gain or loss on sale or exchange of Fund shares.
 
Real Estate Funds
n   Because of “noncash” expenses such as property depreciation, the cash flow of a REIT that owns properties will exceed its taxable income. The REIT, and in turn a Fund, may distribute this excess cash to shareholders. Such a distribution is classified as a return of capital. Return-of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains.
n   Dividends paid to shareholders from the Funds’ investments in U.S. REITs will not generally qualify for taxation at long-term capital gain rates applicable to qualified dividend income.
n   The Fund may derive “excess inclusion income” from certain equity interests in mortgage pooling vehicles either directly or through an investment in a U.S.-qualified REIT. If, contrary to expectations, the Fund were to receive excess inclusion income in excess of certain threshold amounts, such income would be allocated to Fund shareholders with special tax consequences.
n   The sale of a U.S. real property interest by a REIT in which a Fund invests may trigger special tax consequences to the Fund’s foreign shareholders.
 
Invesco Balanced-Risk Allocation Fund and Invesco Commodities Strategy Fund
n   The Funds’ strategies of investing in derivatives and financially-linked instruments whose performance is expected to correspond to the fixed income, equity and commodity markets may cause the Funds to recognize more ordinary income and short-term capital gains taxable as ordinary income than would be the case if the Funds invested directly in debt instruments, stocks and commodities.
n   The Funds must meet certain requirements under the Internal Revenue Code (the Code) for favorable tax treatment as a regulated investment company, including asset diversification and income requirements. The Funds intend to treat the income each derives from commodity-linked notes and their respective Subsidiaries as qualifying income. If, contrary to a number of private letter rulings (PLRs) issued by the IRS to third-parties, the IRS were to determine such income is non qualifying, a Fund might fail to satisfy the income requirement. The Funds intend to limit their investments in their respective Subsidiaries to no more than 25% of the value of each Fund’s total assets in order to satisfy the asset diversification requirement. Additionally, the Invesco Balanced-Risk Allocation Fund has received a private letter ruling (PLR) from the IRS holding that the Invesco Balanced-Risk Allocation Fund’s income derived from its Subsidiary’s investments in commodity-linked derivatives is qualifying income.
 
Invesco FX Alpha Strategy Fund, Invesco FX Alpha Plus Strategy Fund and Invesco Emerging Market Local Currency Debt Fund
n   The Funds may realize gains from the sale or other disposition of foreign currencies (including but not limited to gains from options, futures or forward contracts) derived from investing in securities or foreign currencies. The U.S. Treasury Department is authorized to issue regulations that might cause the Funds, as a result of their realization of such foreign currency gains, to fail to qualify as a regulated investment company. As of the date of this prospectus, no regulations have been issued pursuant to this authorization. It is possible, however, that such regulations may be issued in the future. Additionally, the IRS has not issued any guidance on how to apply the asset diversification test to such foreign currency positions. Thus, the IRS’ determination as to how to treat such foreign currency positions for purposes of satisfying the asset diversification test might differ from that of the Funds, which may result in either of the Funds’ failure to qualify as regulated investment companies.
 
Invesco Van Kampen Equity Premium Income Fund
n   If as a result of adverse market conditions, the Fund realizes a loss in connection with its option writing strategy, some or all of the Fund’s previously distributed income may be classified as a return of capital. Return of capital distributions generally are not taxable to you. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains.
 
This discussion of “Taxes” is for general information only and not tax advice. All investors should consult their own tax advisers as to the federal, state, local and foreign tax provisions applicable to them.
 
Payments to Financial Intermediaries
The financial adviser or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, Invesco Distributors and other Invesco Affiliates, may make additional cash payments to financial intermediaries in connection with the promotion and sale of shares of the Funds. These additional cash payments may include cash payments and other payments for certain marketing and support services. Invesco Affiliates make these payments from their own resources, from Invesco Distributors’ retention of initial sales charges and from payments to Invesco Distributors made by the Funds under their 12b-1 plans. In the context of this prospectus, “financial intermediaries” include any broker, dealer, bank (including bank trust departments), registered investment adviser, financial planner, retirement plan administrator, insurance company and any other financial intermediary having a selling, administration or similar agreement with Invesco Affiliates.
 
Invesco Affiliates make payments as incentives to certain financial intermediaries to promote and sell shares of the Funds. The benefits Invesco Affiliates receive when they make these payments include, among other things, placing the Funds on the financial intermediary’s funds sales system, and access (in some cases on a preferential basis over other competitors) to individual members of the financial intermediary’s sales force or to the financial intermediary’s management. These payments are sometimes referred to as “shelf space” payments because the payments compensate the financial intermediary for including the Funds in its fund sales system (on its “sales shelf”). Invesco Affiliates compensate financial intermediaries differently depending typically on the level and/or type of considerations provided by the financial intermediary. The payments
 
A-14        The Invesco Funds


 

Invesco Affiliates make may be calculated based on sales of shares of the Funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all shares sold by the financial intermediary during the particular period. Payments may also be calculated based on the average daily net assets of the applicable Funds attributable to that particular financial intermediary (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of the Funds and Asset-Based Payments primarily create incentives to retain previously sold shares of the Funds in investor accounts. Invesco Affiliates may pay a financial intermediary either or both Sales-Based Payments and Asset-Based Payments.
 
Invesco Affiliates are motivated to make these payments as they promote the sale of Fund shares and the retention of those investments by clients of financial intermediary. To the extent financial intermediaries sell more shares of the Funds or retain shares of the Funds in their clients’ accounts, Invesco Affiliates benefit from the incremental management and other fees paid to Invesco Affiliates by the Funds with respect to those assets.
 
Invesco Affiliates also may make payments to certain financial intermediaries for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by Invesco Affiliates under this category of services are charged back to the Funds, subject to certain limitations approved by the Board.
 
You can find further details in the Fund’s SAI about these payments and the services provided by financial intermediaries. In certain cases these payments could be significant to the financial intermediary. Your financial adviser may charge you additional fees or commissions other than those disclosed in this prospectus. You can ask your financial adviser about any payments it receives from Invesco Affiliates or the Funds, as well as about fees and/or commissions it charges.
 
Important Notice Regarding Delivery of Security Holder Documents
To reduce Fund expenses, only one copy of most shareholder documents may be mailed to shareholders with multiple accounts at the same address (Householding). Mailing of your shareholder documents may be householded indefinitely unless you instruct us otherwise. If you do not want the mailing of these documents to be combined with those for other members of your household, please contact Invesco Investment Services, Inc. at 800-959-4246 or contact your financial institution. We will begin sending you individual copies for each account within thirty days after receiving your request.
 
A-15        The Invesco Funds


 

 
 
Obtaining Additional Information
 
More information may be obtained free of charge upon request. The SAI, a current version of which is on file with the SEC, contains more details about the Fund and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the Fund’s investments. The Fund’s annual report also discusses the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. The Fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.
 
If you have questions about an Invesco Fund or your account, or you wish to obtain a free copy of a current SAI, annual or semiannual reports or Form N-Q, please contact us.
 
     
By Mail:   Invesco Investment Services, Inc.
P.O. Box 4739, Houston, TX 77210-4739
     
By Telephone:   (800) 959-4246
     
On the Internet:   You can send us a request by e-mail or download prospectuses, SAIs, annual or semiannual reports via our Web site: www.invesco.com/us
 
You can also review and obtain copies of the Fund’s SAIs, annual or semiannual reports, Forms N-Q and other information at the SEC’s Public Reference Room in Washington, DC; on the EDGAR database on the SEC’s Web site (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC’s Public Reference Section, Washington, DC 20549-1520 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-551-8090 for information about the Public Reference Room.
         
 
               [INVESCO LOGO APPEARS HERE]
     
     
Invesco Global Core Equity Fund
   
SEC 1940 Act file number: 811-01540
 
   
     
     
invesco.com/us   GCE-PRO-1
   


 

The information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

(INVESCO LOGO)
         
  SUBJECT TO COMPLETION — Dated October 21, 2010
    Statement of Additional Information   December 22, 2010
 
    AIM Funds Group (Invesco Funds Group)    
This Statement of Additional Information relates to the portfolio (the Fund ) of AIM Funds Group (Invesco Funds Group) listed below. The Fund offers separate classes of shares as follows:
                             
Class:   A   B   C   R   Y   Investor   Institutional
 
Invesco Global
Core Equity Fund
  AWSAX   AWSBX   AWSCX   AWSRX   AWSYX   N/A   AWSIX

 


 

(INVESCO LOGO)
         
  SUBJECT TO COMPLETION — Dated October 21, 2010
    Statement of Additional Information   December 22, 2010
 
    AIM Funds Group (Invesco Funds Group)    
This Statement of Additional Information is not a Prospectus, and it should be read in conjunction with the Prospectuses for the Fund listed below. Portions of the Fund’s financial statements are incorporated into this Statement of Additional Information by reference to the Fund’s most recent Annual Report to shareholders. You may obtain, without charge, a copy of any Prospectus and/or Annual Report for the Fund listed below from an authorized dealer or by writing to:
Invesco Investment Services, Inc.
P.O. Box 4739
Houston, Texas 77210-4739
or by calling (800) 959-4246
or on the Internet: www.invesco.com/us
This Statement of Additional Information, dated December 22, 2010, relates to the Class A, Class B, Class C, Class R and Class Y shares (collectively, the “Retail Classes”) and Institutional Class shares of the following Prospectuses:
         
    Retail Classes   Institutional Class
         
Invesco Global Core Equity Fund   December 22, 2010   April 30, 2010

 


 

Statement of Additional Information
Table of Contents
     
    Page
 
   
GENERAL INFORMATION ABOUT THE TRUST
  1
Fund History
  1
Shares of Beneficial Interest
  1
Share Certificates
  3
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
  3
Classification
  3
Investment Strategies and Risks
  3
Equity Investments
  3
Foreign Investments
  5
Exchange-Traded Funds
  8
Debt Investments
  9
Other Investments
  14
Investment Techniques
  15
Derivatives
  20
Fund Policies
  29
Portfolio Turnover
  32
Policies and Procedures for Disclosure of Fund Holdings
  33
MANAGEMENT OF THE TRUST
  36
Board of Trustees
  36
Management Information
  41
Trustee Ownership of Fund Shares
  46
Compensation
  46
Deferred Compensation Agreements
  46
Purchase of Class A Shares of the Funds at Net Asset Value
  47
Code of Ethics
  47
Proxy Voting Policies
  47
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
  48
INVESTMENT ADVISORY AND OTHER SERVICES
  48
Investment Adviser
  48
Investment Sub-Advisers
  50
Portfolio Managers
  51
Securities Lending Arrangements
  51
Service Agreements
  51
Other Service Providers
  52
BROKERAGE ALLOCATION AND OTHER PRACTICES
  53
Brokerage Transactions
  53

i


 

     
    Page
 
   
Commissions
  54
Broker Selection
  54
Directed Brokerage (Research Services)
  57
Regular Brokers
  57
Allocation of Portfolio Transactions
  57
Allocation of Initial Public Offering (IPO) Transactions
  57
PURCHASE, REDEMPTION AND PRICING OF SHARES
  58
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
  58
Dividends and Distributions
  58
Tax Matters
  58
DISTRIBUTION OF SECURITIES
  71
Distributor
  71
Distribution Plans
  72
FINANCIAL STATEMENTS
  74
PENDING LITIGATION
  75
 
   
APPENDICIES:
   
 
   
RATINGS OF DEBT SECURITIES
  A-1
PERSONS TO WHOM INVESCO PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS
  B-1
TRUSTEES AND OFFICERS
  C-1
TRUSTEE COMPENSATION TABLE
  D-1
PROXY POLICIES AND PROCEDURES
  E-1
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
  F-1
MANAGEMENT FEES
  G-1
PORTFOLIO MANAGERS
  H-1
ADMINISTRATIVE SERVICES FEES
  I-1
BROKERAGE COMMISSIONS
  J-1
DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS
  K-1
PURCHASE, REDEMPTION AND PRICING OF SHARES
  L-1
TOTAL SALES CHARGES
  M-1
AMOUNTS PAID TO INVESCO DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS
  N-1
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS
  O-1
PENDING LITIGATION
  P-1

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GENERAL INFORMATION ABOUT THE TRUST
Fund History
AIM Funds Group (Invesco Funds Group) (the Trust) is a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end series management investment company. The Trust was originally organized as a Massachusetts business trust on October 30, 1984 and re-organized as a Delaware business trust on October 15, 1993. Under the Trust’s Agreement and Declaration of Trust, as amended, (the Trust Agreement), the Board of Trustees of the Trust (the Board) is authorized to create new series of shares without the necessity of a vote of shareholders of the Trust. Prior to July 24, 2008, AIM Global Core Equity Fund was known as AIM Global Value Fund. Prior to April 30, 2010, the Trust was known as AIM Funds Group and the Funds were known as AIM Basic Balanced Fund, AIM European Small Company Fund, AIM Global Core Equity Fund, AIM International Small Company Fund, AIM Mid Cap Basic Value Fund, AIM Select Equity Fund and AIM Small Cap Equity Fund.
Shares of Beneficial Interest
          Shares of beneficial interest of the Trust are redeemable at their net asset value at the option of the shareholder or at the option of the Trust in certain circumstances, subject in certain circumstances to a contingent deferred sales charge or redemption fee.
          The Trust allocates moneys and other property it receives from the issue or sale of shares of each of its series of shares, and all income, earnings and profits from such issuance and sales, subject only to the rights of creditors, to the appropriate Fund. These assets constitute the underlying assets of each Fund, are segregated on the Trust’s books of account, and are charged with the expenses of such Fund and its respective classes. The Trust allocates any general expenses of the Trust not readily identifiable as belonging to a particular Fund subject to oversight by the Board, primarily on the basis of relative net assets, or other relevant factors.
          Each share of each Fund represents an equal proportionate interest in that Fund with each other share and is entitled to such dividends and distributions out of the income belonging to such Fund as are declared by the Board.
          Each class of shares represents an interest in the same portfolio of investments. Differing sales charges and expenses will result in differing net asset values and dividends and distributions. Upon any liquidation of the Trust, shareholders of each class are entitled to share pro rata in the net assets belonging to the applicable Fund allocable to such class available for distribution after satisfaction of outstanding liabilities of the Fund allocable to such class.
          The Trust is not required to hold annual or regular meetings of shareholders. Meetings of shareholders of a Fund or class will be held from time to time to consider matters requiring a vote of such shareholders in accordance with the requirements of the 1940 Act, state law or the provisions of the Trust Agreement. It is not expected that shareholder meetings will be held annually.
          Each share of a Fund generally has the same voting, dividend, liquidation and other rights; however, each class of shares of a Fund is subject to different sales loads, conversion features, exchange privileges and class-specific expenses. Only shareholders of a specific class may vote on matters relating to that class’s distribution plan.

1


 

          Because Class B shares automatically convert to Class A shares on or about month-end which is at least eight years after the date of purchase, the Funds’ Agreement and Declaration of Trust/distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act requires that Class B shareholders must also approve any material increase in distribution fees submitted to Class A shareholders of that Fund. A pro rata portion of shares from reinvested dividends and distributions convert along with the Class B shares.
          Except as specifically noted above, shareholders of each Fund are entitled to one vote per share (with proportionate voting for fractional shares), irrespective of the relative net asset value of the shares of a Fund. However, on matters affecting an individual Fund or class of shares, a separate vote of shareholders of that Fund or class is required. Shareholders of a Fund or class are not entitled to vote on any matter which does not affect that Fund or class but that requires a separate vote of another Fund or class. An example of a matter that would be voted on separately by shareholders of each Fund is the approval of the advisory agreement with Invesco Advisers, Inc. (the Adviser or Invesco). When issued, shares of each Fund are fully paid and nonassessable, have no preemptive or subscription rights, and are freely transferable. Other than the automatic conversion of Class B shares to Class A shares, there are no conversion rights. Shares do not have cumulative voting rights, which means that when shareholders elect trustees, holders of more than 50% of the shares voting for the election of trustees can elect all of the trustees of the Trust, and the holders of fewer than 50% of the shares voting for the election of trustees will not be able to elect any trustees.
          Under Delaware law, shareholders of a Delaware statutory trust shall be entitled to the same limitation of personal liability extended to shareholders of private for-profit corporations organized under Delaware law. There is a remote possibility, however, that shareholders could, under certain circumstances, be held liable for the obligations of the Trust to the extent the courts of another state, which does not recognize such limited liability, were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees to all parties, and each party thereto must expressly waive all rights of action directly against shareholders of the Trust. The Trust Agreement provides for indemnification out of the property of a Fund for all losses and expenses of any shareholder of such Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss due to shareholder liability is limited to circumstances in which a Fund is unable to meet its obligations and the complaining party is not held to be bound by the disclaimer.
          The trustees and officers of the Trust will not be liable for any act, omission or obligation of the Trust or any trustee or officer; however, a trustee or officer is not protected against any liability to the Trust or to the shareholders to which a trustee or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office with the Trust (Disabling Conduct). The Trust’s Bylaws generally provide for indemnification by the Trust of the trustees, officers and employees or agents of the Trust, provided that such persons have not engaged in Disabling Conduct. Indemnification does not extend to judgments or amounts paid in settlement in any actions by or in the right of the Trust. The Trust Agreement also authorizes the purchase of liability insurance on behalf of trustees and officers. The Trust’s Bylaws provide for the advancement of payments of expenses to current and former trustees, officers and employees or agents of the Trust, or anyone serving at their request, in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding, for which such person would be entitled to indemnification; provided that any advancement of expenses would be reimbursed unless it is ultimately determined that such person is entitled to indemnification for such expenses.

2


 

Share Certificates.
          Shareholders of the Funds do not have the right to demand or require the Trust to issue share certificates and share certificates are not issued.
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
Classification
          The Trust is an open-end management investment company. Each of the Funds except Invesco European Small Company Fund and Invesco International Small Company Fund is “diversified” for purposes of the 1940 Act. Invesco European Small Company Fund and Invesco International Small Company Fund are “non-diversified” for purposes of the 1940 Act, which means these Funds can invest a greater percentage of their assets in any one issuer than a diversified fund can.
Investment Strategies and Risks
          Set forth below are detailed descriptions of the various types of securities and investment techniques that Invesco and/or the Sub-Advisers (as defined herein) may use in managing the Funds, as well as the risks associated with those types of securities and investment techniques. The descriptions of the types of securities and investment techniques below supplement the discussion of principal investment strategies and risks contained in each Fund’s Prospectus. Where a particular type of security or investment technique is not discussed in a Fund’s Prospectus, that security or investment technique is not a principal investment strategy.
          Unless otherwise indicated, a Fund may invest in all of the following types of investments. Not all of the Funds invest in all of the types of securities or use all of the investment techniques described below, and a Fund might not invest in all of these types of securities or use all of these techniques at any one time. Invesco and/or the Sub-Advisers may invest in other types of securities and may use other investment techniques in managing the Funds, including those described below for Funds not specifically mentioned as investing in the security or using the investment technique, as well as securities and techniques not described A Fund’s transactions in a particular type of security or use of a particular technique is subject to limitations imposed by a Fund’s investment objective(s), policies and restrictions described in that Fund’s Prospectus and/or this Statement of Additional Information, as well as the federal securities laws.
          The Funds’ investment objectives, policies, strategies and practices described below are non-fundamental and may be changed without approval of the holders of the Funds’ voting securities unless otherwise indicated.
          The Portfolios’ investment objectives, policies, strategies and practices described below are non-fundamental unless otherwise indicated.
Equity Investments
          Each Fund may invest in the Equity Investments described below:
           Common Stock. Common stock is issued by a company principally to raise cash for business purposes and represents an equity or ownership interest in the issuing company. Common stockholders are typically entitled to vote on important matters of the issuing company, including the selection of directors, and may receive dividends on their holdings. A Fund participates in the

3


 

success or failure of any company in which it holds common stock. In the event a company is liquidated or declares bankruptcy, the claims of bondholders, other debt holders, owners of preferred stock and general creditors take precedence over the claims of those who own common stock.
          The prices of common stocks change in response to many factors including the historical and prospective earnings of the issuing company, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
           Preferred Stock. Preferred stock, unlike common stock, often offers a specified dividend rate payable from a company’s earnings. Preferred stock also generally has a preference over common stock on the distribution of a company’s assets in the event the company is liquidated or declares bankruptcy; however, the rights of preferred stockholders on the distribution of a company’s assets in the event of a liquidation or bankruptcy are generally subordinate to the rights of the company’s debt holders and general creditors. If interest rates rise, the fixed dividend on preferred stocks may be less attractive, causing the price of preferred stocks to decline.
          Some fixed rate preferred stock may have mandatory sinking fund provisions which provide for the stock to be retired or redeemed on a predetermined schedule, as well as call/redemption provisions prior to maturity, which can limit the benefit of any decline in interest rates that might positively affect the price of preferred stocks. Preferred stock dividends may be “cumulative,” requiring all or a portion of prior unpaid dividends to be paid before dividends are paid on the issuer’s common stock. Preferred stock may be “participating,” which means that it may be entitled to a dividend exceeding the stated dividend in certain cases. In some cases an issuer may offer auction rate preferred stock, which means that the interest to be paid is set by auction and will often be reset at stated intervals.
           Convertible Securities. Convertible securities are generally bonds, debentures, notes, preferred stocks or other securities or investments that may be converted or exchanged (by the holder or by the issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio or predetermined price (the conversion price). A convertible security is designed to provide current income and also the potential for capital appreciation through the conversion feature, which enables the holder to benefit from increases in the market price of the underlying common stock. A convertible security may be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by a Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party, which may have an adverse effect on the Fund’s ability to achieve its investment objectives. Convertible securities have general characteristics similar to both debt and equity securities.
          A convertible security generally entitles the holder to receive interest paid or accrued until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to non-convertible debt obligations and are designed to provide for a stable stream of income with generally higher yields than common stocks. However, there can be no assurance of current income because the issuers of the convertible securities may default on their obligations. Convertible securities rank senior to common stock in a corporation’s capital structure and, therefore, generally entail less risk than the corporation’s common stock. Convertible securities are subordinate in rank to any senior debt obligations of the issuer, and, therefore, an issuer’s convertible securities entail more risk than its debt obligations. Moreover, convertible securities are often rated below investment grade or not rated because they fall below debt obligations and just above common stock in order of preference or priority on an issuer’s balance sheet. To the extent that a Fund invests in convertible securities with credit ratings below investment grade, such securities may have a higher likelihood of default, although this may be somewhat offset by the convertibility feature.

4


 

          Convertible securities generally offer lower interest or dividend yields than non-convertible debt securities of similar credit quality because of the potential for capital appreciation. The common stock underlying convertible securities may be issued by a different entity than the issuer of the convertible securities.
          The value of convertible securities is influenced by both the yield of non-convertible securities of comparable issuers and by the value of the underlying common stock. The value of a convertible security viewed without regard to its conversion feature ( i.e. , strictly on the basis of its yield) is sometimes referred to as its “investment value.” The investment value of the convertible security typically will fluctuate based on the credit quality of the issuer and will fluctuate inversely with changes in prevailing interest rates. However, at the same time, the convertible security will be influenced by its “conversion value,” which is the market value of the underlying common stock that would be obtained if the convertible security were converted. Conversion value fluctuates directly with the price of the underlying common stock, and will therefore be subject to risks relating to the activities of the issuer and general market and economic conditions. Depending upon the relationship of the conversion price to the market value of the underlying security, a convertible security may trade more like an equity security than a debt instrument.
          If, because of a low price of the common stock, the conversion value is substantially below the investment value of the convertible security, the price of the convertible security is governed principally by its investment value. Generally, if the conversion value of a convertible security increases to a point that approximates or exceeds its investment value, the value of the security will be principally influenced by its conversion value. A convertible security will sell at a premium over its conversion value to the extent investors place value on the right to acquire the underlying common stock while holding an income-producing security.
          While a Fund uses the same criteria to rate a convertible debt security that it uses to rate a more conventional debt security, a convertible preferred stock is treated like a preferred stock for the Fund’s financial reporting, credit rating and investment limitation purposes.
          Invesco Global Core Equity Fund may invest up to 20% of its total assets in securities exchangeable or convertible into marketable equity securities of foreign issuers.
           Alternative Entity Securities . The Funds may invest in alternative entity securities which are the securities of entities that are formed as limited partnerships, limited liability companies, business trusts or other non-corporate entities that are similar to common or preferred stock of corporations.
Foreign Investments
           Foreign Securities . Each Fund may invest in foreign securities.
          Foreign securities are equity or debt securities issued by issuers outside the U.S., and include securities in the form of American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), or other securities representing underlying securities of foreign issuers (foreign securities). ADRs are receipts, issued by U.S. banks, for the shares of foreign corporations, held by the bank issuing the receipt. ADRs are typically issued in registered form, denominated in U.S. dollars and designed for use in the U.S. securities markets. EDRs are similar to ADRs, except they are typically issued by European banks or trust companies, denominated in foreign currencies and designed for use outside the U.S. securities markets. ADRs and EDRs entitle the holder to all dividends and capital gains on the underlying foreign securities, less any fees paid to the bank. Purchasing ADRs or EDRs gives a Fund the ability to purchase the functional equivalent of foreign securities without going to the foreign securities markets to do so. ADRs or EDRs that are “sponsored” means that the foreign corporation whose shares are represented by the ADR or EDR is

5


 

actively involved in the issuance of the ADR or EDR, and generally provides material information about the corporation to the U.S. market. An “unsponsored” ADR or EDR program means that the foreign corporation whose shares are held by the bank is not obligated to disclose material information in the United States, and, therefore, the market value of the ADR or EDR may not reflect important facts known only to the foreign company.
          Foreign debt securities include corporate debt securities of foreign issuers, certain foreign bank obligations (see Bank Instruments) and U.S. dollar or foreign currency denominated obligations of foreign governments or their subdivisions, agencies and instrumentalities (see Foreign Government Obligations), international agencies and supranational entities.
          The Funds consider various factors when determining whether a company is in a particular country, including whether (1) it is organized under the laws of a country; (2) it has a principal office in a country; (3) it derives 50% or more of its total revenues from businesses in a country; and/or (4) its securities are traded principally on a stock exchange, or in an over-the-counter market, in a particular country.
          Investments by a Fund in foreign securities, including ADRs and EDRs, whether denominated in U.S. dollars or foreign currencies, may entail all of the risks set forth below in addition to those accompanying an investment in issuers in the U.S.
           Currency Risk. The value in U.S. Dollars of the Fund’s non-dollar denominated foreign investments will be affected by changes in currency exchange rates. The U.S. dollar value of a foreign security decreases when the value of the U.S. dollar rises against the foreign currency in which the security is denominated and increases when the value of the U.S. dollar falls against such currency.
           Political and Economic Risk. The economies of many of the countries in which the Funds may invest may not be as developed as the United States’ economy and may be subject to significantly different forces. Political, economic or social instability and development, expropriation or confiscatory taxation, and limitations on the removal of funds or other assets could also adversely affect the value of the Funds’ investments.
           Regulatory Risk. Foreign companies are generally not subject to the regulatory controls imposed on U.S. issuers and, as a consequence, there is generally less publicly available information about foreign securities than is available about domestic securities. Foreign companies may not be subject to uniform accounting, auditing and financial reporting standards, corporate governance practices and requirements comparable to those applicable to domestic companies. Therefore, financial information about foreign companies may be incomplete, or may not be comparable to the information available on U.S. companies. Income from foreign securities owned by the Funds may be reduced by a withholding tax at the source, which tax would reduce dividend income payable to the Funds’ shareholders.
          There is generally less government supervision and regulation of securities exchanges, brokers, dealers, and listed companies in foreign countries than in the U.S., thus increasing the risk of delayed settlements of portfolio transactions or loss of certificates for portfolio securities. Foreign markets may also have different clearance and settlement procedures. If a Fund experiences settlement problems it may result in temporary periods when a portion of the Fund’s assets are uninvested and could cause the Fund to miss attractive investment opportunities or a potential liability to the Fund arising out of the Fund’s inability to fulfill a contract to sell such securities.
           Market Risk. Investing in foreign markets generally involves certain risks not typically associated with investing in the United States. The securities markets in many foreign countries will have substantially less trading volume than the United States markets. As a result, the securities of

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some foreign companies may be less liquid and experience more price volatility than comparable domestic securities. Obtaining and/or enforcing judgments in foreign countries may be more difficult, which may make it more difficult to enforce contractual obligations. Increased custodian costs as well as administrative costs (such as the need to use foreign custodians) may also be associated with the maintenance of assets in foreign jurisdictions. In addition, transaction costs in foreign securities markets are likely to be higher, since brokerage commission rates in foreign countries are likely to be higher than in the United States.
           Risks of Developing Countries. Invesco European Small Company Fund and Invesco International Small Company Fund may each invest up to 35%, Invesco Global Core Equity Fund may invest up to 20%, and Invesco Basic Balanced Fund, Invesco Mid Cap Basic Value Fund, Invesco Select Equity Fund and Invesco Small Cap Equity Fund may each invest up to 5% of their total assets in securities of companies located in developing countries. The Funds consider developing countries to be those countries that are not included in the MSCI World Index.
Investments in developing countries present risks in addition to, or greater than, those presented by investments in foreign issuers generally, and may include the following risks:
  i.   Restriction, to varying degrees, on foreign investment in stocks;
 
  ii.   Repatriation of investment income, capital, and the proceeds of sales in foreign countries may require foreign governmental registration and/or approval;
 
  iii.   Greater risk of fluctuation in value of foreign investments due to changes in currency exchange rates, currency control regulations or currency devaluation;
 
  iv.   Inflation and rapid fluctuations in inflation rates may have negative effects on the economies and securities markets of certain developing countries;
 
  v.   Many of the developing countries’ securities markets are relatively small or less diverse, have low trading volumes, suffer periods of relative illiquidity, and are characterized by significant price volatility; and
 
  vi.   There is a risk in developing countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies.
           Foreign Government Obligations . Each Fund may invest in debt securities of foreign governments. Debt securities issued by foreign governments are often, but not always, supported by the full faith and credit of the foreign governments, or their subdivisions, agencies or instrumentalities, that issue them. These securities involve the risks discussed above under Foreign Securities. Additionally, the issuer of the debt or the governmental authorities that control repayment of the debt may be unwilling or unable to pay interest or repay principal when due. Political or economic changes or the balance of trade may affect a country’s willingness or ability to service its debt obligations. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt obligations, especially debt obligations issued by the governments of developing countries. Foreign government obligations of developing countries, and some structures of emerging market debt securities, both of which are generally below investment grade, are sometimes referred to as “Brady Bonds”.
           Foreign Exchange Transactions . Each Fund that may invest in foreign currency-denominated securities has the authority to purchase and sell foreign currency options, foreign currency futures contracts and related options, and may engage in foreign currency transactions either on a spot (i.e., for prompt delivery and settlement) basis at the rate prevailing in the currency exchange market at the time or through forward currency contracts (referred to also as forward contracts; see also Forward Currency Contracts). Because forward contracts are privately negotiated transactions, there can be no assurance that a counterparty will honor its obligations.
          The Funds will incur costs in converting assets from one currency to another. Foreign exchange dealers may charge a fee for conversion. In addition, dealers may realize a profit based on

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the difference between the prices at which they buy and sell various currencies in the spot and forward markets.
          A Fund will generally engage in these transactions in order to complete a purchase or sale of foreign currency denominated securities The Funds may also use foreign currency options and forward contracts to increase or reduce exposure to a foreign currency or to shift exposure from one foreign currency to another in a cross currency hedge. Forward contracts are intended to minimize the risk of loss due to a decline in the value of the hedged currencies; however, at the same time, they tend to limit any potential gain which might result should the value of such currencies increase. Certain Funds may also engage in foreign exchange transactions, such as forward contracts, for non-hedging purposes to enhance returns. Open positions in forward contracts used for non-hedging purposes will be covered by the segregation of a sufficient amount of liquid assets.
          The Fund may purchase and sell currency futures and purchase and write currency options to increase or decrease its exposure to different foreign currencies. The Fund also may purchase and write currency options in connection with currency futures or forward contracts. Currency futures contracts are similar to forward currency exchange contracts, except that they are traded on exchanges and have standard contract sizes and delivery dates. Most currency futures contracts call for payment or delivery in U.S. dollars. The uses and risks of currency futures are similar to those of futures relating to securities or indices (see also Futures and Options). Currency futures values can be expected to correlate with exchange rates but may not reflect other factors that affect the value of the Fund’s investments.
          Whether or not any hedging strategy will be successful is highly uncertain, and use of hedging strategies may leave a Fund in a less advantageous position than if a hedge had not been established. Moreover, it is impossible to forecast with precision the market value of portfolio securities at the expiration of a foreign currency forward contract. Accordingly, a Fund may be required to buy or sell additional currency on the spot market (and bear the expense of such transaction) if Invesco’s or the Sub-Advisers’ predictions regarding the movement of foreign currency or securities markets prove inaccurate.
          Certain Funds may hold a portion of their assets in bank deposits denominated in foreign currencies, so as to facilitate investment in foreign securities as well as protect against currency fluctuations and the need to convert such assets into U.S. dollars (thereby also reducing transaction costs). To the extent these monies are converted back into U.S. dollars, the value of the assets so maintained will be affected favorably or unfavorably by changes in foreign currency exchange rates and exchange control regulations. Foreign exchange transactions may involve some of the risks of investments in foreign securities. See “Dividends, Distributions, and Tax Matters — Tax Matters — Tax Treatment of Portfolio Transactions.”
Exchange-Traded Funds
           Exchange-Traded Funds. Each Fund may purchase shares of exchange-traded funds (ETFs). Most ETFs are registered under the 1940 Act as investment companies. Therefore, a Fund’s purchase of shares of an ETF may be subject to the restrictions on investments in other investment companies discussed under “Other Investment Companies.” ETFs have management fees, which increase their cost. The Fund may invest in exchange-traded funds advised by Invesco PowerShares Capital Management LLC (PowerShares). Invesco, the Sub-Advisers and PowerShares are affiliates of each other as they are all indirect wholly-owned subsidiaries of Invesco Ltd.
          ETFs hold portfolios of securities, commodities and/or currencies that are designed to replicate, as closely as possible before expenses, the price and/or yield of (i) a specified market or other index, (ii) a basket of securities, commodities or currencies, or (iii) a particular commodity or currency. The performance results of ETFs will not replicate exactly the performance of the pertinent index, basket, commodity or currency due to transaction and other expenses, including fees to

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service providers, borne by ETFs. Furthermore, there can be no assurance that the portfolio of securities, commodities and/or currencies purchased by an ETF will replicate a particular index or basket or price of a commodity or currency. ETF shares are sold and redeemed at net asset value only in large blocks called creation units and redemption units, respectively. ETF shares also may be purchased and sold in secondary market trading on national securities exchanges, which allows investors to purchase and sell ETF shares at their market price throughout the day.
          Investments in ETFs generally present the same primary risks as an investment in a conventional mutual fund that has the same investment objective, strategy and policies. Investments in ETFs further involve the same risks associated with a direct investment in the commodity or currency, or in the types of securities, commodities and/or currencies included in the indices or baskets the ETFs are designed to replicate. In addition, shares of an ETF may trade at a market price that is higher or lower than their net asset value and an active trading market in such shares may not develop or continue. Moreover, trading of an ETF’s shares may be halted if the listing exchange’s officials deem such action to be appropriate, the shares are de-listed from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts stock trading generally.
Debt Investments
     Invesco Global Core Equity Fund may invest up to 20% of its assets in high-grade short-term securities and debt securities including U.S. Government obligations and investment grade corporate bonds, whether denominated in U.S. dollars or foreign currencies. The Invesco Basic Balanced Fund will invest at least 25% and a maximum of 70% of its total assets in investment-grade non-convertible debt securities.
           U.S. Government Obligations. Each Fund may invest in U.S. Government obligations, which include obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities, including bills, notes and bonds issued by the U.S. Treasury, as well as “stripped” or “zero coupon” U.S. Treasury obligations.
          U.S. Government Obligations may be, (i) supported by the full faith and credit of the U.S. Treasury, (ii) supported by the right of the issuer to borrow from the U.S. Treasury, (iii) supported by the discretionary authority of the U.S. Government to purchase the agency’s obligations, or (iv) supported only by the credit of the instrumentality. There is a risk that the U.S. Government may choose not to provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not legally obligated to do so. In that case, if the issuer were to default, a Portfolio holding securities of such issuer might not be able to recover its investment from the U.S. Government. For example, while the U.S. Government has recently provided financial support to Federal National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie Mac), no assurance can be given that the U.S. Government will always do so, since the U.S. Government is not so obligated by law. There also is no guarantee that the government would support Federal Home Loan Banks. Accordingly, securities of Fannie Mae, Freddie Mac and Federal Home Loan Banks, and other agencies, may involve a risk of non-payment of principal and interest.
           Temporary Investments . Each Fund may invest a portion of its assets in affiliated money market funds or in the types of money market instruments in which those Funds would invest or other short-term U.S. government securities for cash management purposes. The Fund may invest up to 100% of its assets in investments that may be inconsistent with the Fund’s principal investment strategies for temporary defensive purposes in anticipation of or in response to adverse market, economic, political or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions. As a result, the Fund may not achieve its investment objective.

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           Mortgage-Backed and Asset-Backed Securities. Invesco Basic Balanced Fund may invest in mortgage-backed and asset-backed securities. Mortgage-backed securities are mortgage-related securities issued or guaranteed by the U.S. Government, its agencies and instrumentalities, or issued by nongovernment entities. Mortgage-related securities represent ownership in pools of mortgage loans assembled for sale to investors by various government agencies such as GNMA and government-related organizations such as FNMA and the Federal Home Loan Mortgage Corporation (FHLMC) , as well as by nongovernment issuers such as commercial banks, savings and loan institutions, mortgage bankers and private mortgage insurance companies. Although certain mortgage-related securities are guaranteed by a third party or otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured. These securities differ from conventional bonds in that the principal is paid back to the investor as payments are made on the underlying mortgages in the pool. Accordingly, a Fund receives monthly scheduled payments of principal and interest along with any unscheduled principal prepayments on the underlying mortgages. Because these scheduled and unscheduled principal payments must be reinvested at prevailing interest rates, mortgage-backed securities do not provide an effective means of locking in long-term interest rates for the investor.
          In addition, there are a number of important differences among the agencies and instrumentalities of the U.S. Government that issue mortgage-related securities and among the securities they issue. Mortgage-related securities issued by GNMA include GNMA Mortgage Pass-Through Certificates (also known as Ginnie Maes) which are guaranteed as to the timely payment of principal and interest. That guarantee is backed by the full faith and credit of the U.S. Treasury. GNMA is a corporation wholly owned by the U.S. Government within the Department of Housing and Urban Development. Mortgage-related securities issued by FNMA include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as Fannie Maes) and are guaranteed as to payment of principal and interest by FNMA itself and backed by a line of credit with the U.S. Treasury. FNMA is a government-sponsored entity wholly owned by public stockholders. Mortgage-related securities issued by FHLMC include FHLMC Mortgage Participation Certificates (also known as Freddie Macs) guaranteed as to payment of principal and interest by FHLMC itself and backed by a line of credit with the U.S. Treasury. FHLMC is a government-sponsored entity wholly owned by public stockholders.
          In September 2008, the Federal Housing Finance Agency (FHFA) placed FNMA and Federal Home Loan Mortgage Corporation (FHLMC) into conservatorship, and FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC. The U.S. Treasury entered into a Senior Preferred Stock Purchase Agreement with each of FNMA and FHLMC pursuant to which the U.S. Treasury will purchase up to an aggregate of $200 billion of each of FNMA and FHLMC to maintain a positive net worth in each enterprise; this agreement contains various covenants that severely limit each enterprise’s operation. The U.S. Treasury also announced the creation of a new secured lending facility that is available to FNMA and FHLMC as a liquidity backstop and announced the creation of a temporary program to purchase mortgage-backed securities issued by FNMA and FHLMC. FHFA has the power to repudiate any contract entered into by FNMA or FHLMC prior to FHFA’s appointment if FHFA determines that performance of the contract is burdensome and the repudiation of the contract promotes the orderly administration of FNMA’s or FHLMC’s affairs. FHFA has indicated that it has no intention to repudiate the guaranty obligations of FNMA or FHLMC. FHFA also has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent, although FHFA has stated that is has no present intention to do so. In addition, holders of mortgage-backed securities issued by FNMA and FHLMC may not enforce certain rights related to such securities against FHFA, or the enforcement of such rights may be delayed, during the conservatorship.
          Asset-backed securities are structured like mortgage-backed securities, but instead of mortgage loans or interests in mortgage loans, the underlying assets may include such items as motor vehicle installment sales contracts or installment loan contracts, leases of various types of real

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and personal property, and receivables from credit card agreements and from sales of personal property. Regular payments received on asset-backed securities include both interest and principal. Asset-backed securities typically have no U.S. Government backing. Additionally, the ability of an issuer of asset-backed securities to enforce its security interest in the underlying assets may be limited.
          If a Fund purchases a mortgage-backed or other asset-backed security at a premium, the premium may be lost if there is a decline in the market value of the security whether resulting from changes in interest rates or prepayments in the underlying collateral. As with other interest-bearing securities, the prices of such securities are inversely affected by changes in interest rates. Although the value of a mortgage-backed or other asset-backed security may decline when interest rates rise, the converse is not necessarily true, since in periods of declining interest rates the mortgages and loans underlying the securities are prone to prepayment, thereby shortening the average life of the security and shortening the period of time over which income at the higher rate is received. When interest rates are rising, the rate of prepayment tends to decrease, thereby lengthening the period of time over which income at the lower rate is received. For these and other reasons, a mortgage-backed or other asset-backed security’s average maturity may be shortened or lengthened as a result of interest rate fluctuations and, therefore, it is not possible to predict accurately the security’s return. In addition, while the trading market for short-term mortgages and asset-backed securities is ordinarily quite liquid, in times of financial stress the trading market for these securities may become restricted.
           Collateralized Mortgage Obligations (CMOs). Each Fund may invest in CMOs. A CMO is a hybrid between a mortgage-backed bond and a mortgage pass-through security. A CMO is a type of mortgage-backed security that creates separate classes with varying maturities and interest rates, called tranches. Similar to a bond, interest and prepaid principal is paid, in most cases, semiannually. CMOs may be collateralized by whole mortgage loans, but are more typically collateralized by portfolios of mortgage pass-through securities guaranteed by GNMA, FHLMC, or FNMA, and their income streams.
          CMOs are structured into multiple classes, each bearing a different fixed or floating interest rate and stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes receive principal only after the first class has been retired. An investor is partially guarded against a sooner than desired return of principal because of the sequential payments.
          In a typical CMO transaction, a corporation (issuer) issues multiple series (e.g., Series A, B, C and Z) of CMO bonds (Bonds). Proceeds of the Bond offering are used to purchase mortgages or mortgage pass-through certificates (Collateral). The Collateral is pledged to a third party trustee as security for the Bonds. Principal and interest payments from the Collateral are used to pay principal on the Bonds in the following order: Series A, B, C and Z. The Series A, B, and C Bonds all bear current interest. Interest on a Series Z Bond is accrued and added to principal and a like amount is paid as principal on the Series A, B, or C Bond currently being paid off. Only after the Series A, B, and C Bonds are paid in full does the Series Z Bond begin to receive payment . With some CMOs, the issuer serves as a conduit to allow loan originators (primarily builders or savings and loan associations) to borrow against their loan portfolios.
          CMOs that are issued or guaranteed by the U.S. Government or by any of its agencies or instrumentalities will be considered U.S. Government securities by the Funds, while other CMOs, even if collateralized by U.S. Government securities, will have the same status as other privately issued securities for purposes of applying the Funds’ diversification tests.

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          FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates which are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC. Payments of principal and interest on the FHLMC CMOs are made semiannually. The amount of principal payable on each semiannual payment date is determined in accordance with FHLMC’s mandatory sinking fund schedule, which, in turn, is equal to approximately 100% of FHA prepayment experience applied to the mortgage collateral pool. All sinking fund payments in the FHLMC CMOs are allocated to the retirement of the individual classes of bonds in the order of their stated maturities. Payment of principal on the mortgage loans in the collateral pool in excess of the amount of FHLMC’s minimum sinking fund obligation for any payment date are paid to the holders of the FHLMC CMOs as additional sinking fund payments. Because of the “pass-through” nature of all principal payments received on the collateral pool in excess of FHLMC’s minimum sinking fund requirement, the rate at which principal of the FHLMC CMOs is actually repaid is likely to be such that each class of bonds will be retired in advance of its scheduled maturity date. If collection of principal (including prepayments) on the mortgage loans during any semiannual payment period is not sufficient to meet FHLMC CMO’s minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds.
          Classes of CMOs may also include interest only (IOs) and principal only (POs). IOs and POs are stripped mortgage-backed securities representing interests in a pool of mortgages the cash flow from which has been separated into interest and principal components. IOs (interest only securities) receive the interest portion of the cash flow while POs (principal only securities) receive the principal portion. IOs and POs can be extremely volatile in response to changes in interest rates. As interest rates rise and fall, the value of IOs tends to move in the same direction as interest rates. POs perform best when prepayments on the underlying mortgages rise since this increases the rate at which the investment is returned and the yield to maturity on the PO. When payments on mortgages underlying a PO are slow, the life of the PO is lengthened and the yield to maturity is reduced.
          CMOs are generally subject to the same risks as mortgage-backed securities. In addition, CMOs may be subject to credit risk because the issuer or credit enhancer has defaulted on its obligations and a Fund may not receive all or part of its principal. Obligations issued by U.S. Government-related entities are guaranteed as to the payment of principal and interest, but are not backed by the full faith and credit of the U.S. Government. The performance of private label mortgage-backed securities, issued by private institutions, is based on the financial health of those institutions. Although GNMA guarantees timely payment of GNMA certificates even if homeowners delay or default, tracking the “pass-through” payments may, at times, be difficult.
           Collateralized Debt Obligations (CDOs). Each Fund may invest in CDOs A CDO is a security backed by a pool of bonds, loans and other debt obligations. CDOs are not limited to investing in one type of debt and accordingly, a CDO may own corporate bonds, commercial loans, asset-backed securities, residential mortgage-backed securities, commercial mortgage-backed securities, and emerging market debt. The CDO’s securities are typically divided into several classes, or bond tranches, that have differing levels of investment grade or credit tolerances. Most CDO issues are structured in a way that enables the senior bond classes and mezzanine classes to receive investment-grade credit ratings. Credit risk is shifted to the most junior class of securities. If any defaults occur in the assets backing a CDO, the senior bond classes are first in line to receive principal and interest payments, followed by the mezzanine classes and finally by the lowest rated (or non-rated) class, which is known as the equity tranche. Similar in structure to a collateralized mortgage obligation (described above) CDOs are unique in that they represent different types of debt and credit risk.
           Credit Linked Notes (CLNs). Each Fund may invest in CLNs. A CLN is a security with an embedded credit default swap allowing the issuer to transfer a specific credit risk to credit investors.

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          CLNs are created through a Special Purpose Company (SPC), or trust, which is collateralized with AAA-rated securities. The CLN’s price or coupon is linked to the performance of the reference asset of the second party. Generally, the CLN holder receives either fixed or floating coupon rate during the life of the CLN and par at maturity. The cash flows are dependent on specified credit-related events. Should the second party default or declare bankruptcy, the CLN holder will receive an amount equivalent to the recovery rate. In return for these risks, the CLN holder receives a higher yield. The Fund bears the risk of default by the second party and any unforeseen movements in the reference asset, which could lead to loss of principal and receipt of interest payments. As with most derivative instruments, valuation of a CLN may be difficult due to the complexity of the security.
           Investment Grade Debt Obligations. Each Fund may invest in U.S. dollar-denominated debt obligations issued or guaranteed by U.S. corporations or U.S. commercial banks, U.S. dollar-denominated obligations of foreign issuers and debt obligations of foreign issuers denominated in foreign currencies. Debt obligations include, among others, bonds, notes, debentures and variable rate demand notes.
          These obligations must meet minimum ratings criteria set forth for the Fund or, if unrated, be of comparable quality. Bonds rated Baa3 or higher by Moody’s Investors Service and/or BBB or higher by Standard & Poors or Fitch Ratings, Ltd are typically considered investment grade debt obligations. The description of debt securities ratings may be found in Appendix A.
          In choosing corporate debt securities on behalf of a Fund, portfolio managers may consider:
  (i)   general economic and financial conditions;
 
  (ii)   the specific issuer’s (a) business and management, (b) cash flow, (c) earnings coverage of interest and dividends, (d) ability to operate under adverse economic conditions, (e) fair market value of assets, and (f) in the case of foreign issuers, unique political, economic or social conditions applicable to such issuer’s country; and,
 
  (iii)   other considerations deemed appropriate.
          Debt securities are subject to a variety of risks, such as interest rate risk, income risk, prepayment risk, inflation risk, credit risk, currency risk and default risk.
           Non-Investment Grade Debt Obligations (Junk Bonds). Invesco Global Core Equity Fund may invest up to 5% of its assets in lower-rated or non-rated debt securities commonly known as junk bonds.
          Bonds rated Ba or below by Moody’s Investors Service and/or BB or below by Standard & Poors or Fitch Ratings, Ltd are typically considered non- investment grade or “junk bonds.” Analysis of the creditworthiness of junk bond issuers is more complex than that of investment-grade issuers and the success of the Fund’s adviser in managing these decisions is more dependent upon its own credit analysis than is the case with investment-grade bonds. Description of debt securities ratings are found in Appendix A.
          The capacity of junk bonds to pay interest and repay principal is considered speculative. While junk bonds may provide an opportunity for greater income and gains, they are subject to greater risks than higher-rated debt securities. The prices of and yields on junk bonds may fluctuate to a greater extent than those of higher-rated debt securities. Junk bonds are generally more sensitive to individual issuer developments, economic conditions and regulatory changes than higher-rated bonds. Issuers of junk bonds are often issued by smaller, less-seasoned companies or companies that are highly leveraged with more traditional methods of financing unavailable to them. Junk bonds are generally at a higher risk of default because such issues are often unsecured or otherwise subordinated to claims of the issuer’s other creditors. If a junk bond issuer defaults, a Fund

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may incur additional expenses to seek recovery. The secondary markets in which junk bonds are traded may be thin and less liquid than the market for higher-rated debt securities and a Fund may have difficulty selling certain junk bonds at the desired time and price. Less liquidity in secondary trading markets could adversely affect the price at which a Fund could sell a particular junk bond, and could cause large fluctuations in the net asset value of that Fund’s shares. The lack of a liquid secondary market may also make it more difficult for a Fund to obtain accurate market quotations in valuing junk bond assets and elements of judgment may play a greater role in the valuation.
Other Investments
           Real Estate Investment Trusts (REITs). Each Fund may invest up to 15% of its total assets in equity interests and/or debt obligations issued by REITs.
          REITs are trusts that sell equity or debt securities to investors and use the proceeds to invest in real estate or interests therein. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling property that has appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments.
          Investments in REITS may be subject to many of the same risks as direct investments in real estate. These risks include difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, heavy cash flow dependency and increases in interest rates. To the extent that a Fund invests in REITs, the Fund could conceivably own real estate directly as a result of a default on the REIT interests or obligations it owns.
          In addition to the risks of direct real estate investment described above, equity REITs may be affected by any changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. REITs are also subject to the following risks: they are dependent upon management skill and on cash flows; are not diversified; are subject to defaults by borrowers, self-liquidation, and the possibility of failing to maintain an exemption from the 1940 Act; and are subject to interest rate risk. A Fund that invests in REITs will bear a proportionate share of the expenses of the REITs.
           Other Investment Companies. Each Fund may purchase shares of other investment companies, including exchange-traded funds. For each Fund, the 1940 Act imposes the following restrictions on investments in other investment companies: (i) a Fund may not purchase more than 3% of the total outstanding voting stock of another investment company; (ii) a Fund may not invest more than 5% of its total assets in securities issued by another investment company; and (iii) a Fund may not invest more than 10% of its total assets in securities issued by other investment companies. The 1940 Act and related rules provide certain exemptions from these restrictions. For example, under certain conditions, a Fund may acquire an unlimited amount of shares of mutual funds that are part of the same group of investment companies as the acquiring fund. In addition, these restrictions do not apply to investments by the Funds in investment companies that are money market funds, including money market funds that have Invesco or an affiliate of Invesco as an investment adviser (the Affiliated Money Market Funds).
          When a Fund purchases shares of another investment company, including an Affiliated Money Market Fund, the Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company and will be subject to the risks associated with the portfolio investments of the underlying investment company.

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           Participation Notes. The Funds may invest in participation notes. Participation notes, also known as participation certificates, are issued by banks or broker-dealers and are designed to replicate the performance of foreign companies or foreign securities markets and can be used by the Fund as an alternative means to access the securities market of a country. The performance results of participation notes will not replicate exactly the performance of the foreign company or foreign securities market that they seek to replicate due to transaction and other expenses. Investments in participation notes involve the same risks associated with a direct investment in the underlying foreign companies or foreign securities market that they seek to replicate. Participation notes are generally traded over-the-counter and are subject to counterparty risk. Counterparty risk is the risk that the broker-dealer or bank that issues them will not fulfill its contractual obligation to complete the transaction with the Fund. Participation notes constitute general unsecured contractual obligations of the banks or broker-dealers that issue them, and a Fund is relying on the creditworthiness of such banks or broker-dealers and has no rights under a participation note against the issuer of the underlying assets.
Investment Techniques
           Forward Commitments, When-Issued and Delayed Delivery Securities. Each Fund may purchase or sell securities on a forward commitment, when-issued or delayed-delivery basis.
          Forward commitments, when-issued or delayed-delivery basis means that delivery and payment take place in the future after the date of the commitment to purchase or sell the securities at a pre-determined price and/or yield. Settlement of such transactions normally occurs a month or more after the purchase or sale commitment is made. Typically, no interest accrues to the purchaser until the security is delivered. Forward commitments also include “To be announced” (TBA) mortgage backed securities, which are contracts for the purchase or sale of mortgage-backed securities to be delivered at a future agreed upon date, whereby the specific mortgage pool numbers or the number of pools that will be delivered to fulfill the trade obligation or terms of the contract are unknown at the time of the trade. A Fund may also enter into buy/sell back transactions (a form of delayed delivery agreement). In a buy/sell back transaction, a Fund enters a trade to sell securities at one price and simultaneously enters a trade to buy the same securities at another price for settlement at a future date. Although a Fund generally intends to acquire or dispose of securities on a forward commitment, when-issued or delayed delivery basis, a Fund may sell these securities or its commitment before the settlement date if deemed advisable.
          When purchasing a security on a forward commitment, when-issued or delayed-delivery basis, a Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuation, and takes such fluctuations into account when determining its net asset value. Securities purchased on a forward commitment, when-issued or delayed-delivery basis are subject to changes in value based upon the public’s perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. Accordingly, securities acquired on such a basis may expose a Fund to risks because they may experience such fluctuations prior to actual delivery. Purchasing securities on a forward commitment, when-issued or delayed delivery basis may involve the additional risk that the yield available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself.
          Investment in these types of securities may increase the possibility that the Fund will incur short-term gains subject to federal taxation or short-term losses if the Fund must engage in portfolio transactions in order to honor its commitment. Until the settlement date, a Fund will segregate liquid assets of a dollar value sufficient at all times to make payment for the forward commitment, when-issued or delayed delivery transactions. Such segregated liquid assets will be marked-to-market daily, and the amount segregated will be increased if necessary to maintain adequate coverage of the delayed delivery commitments. No additional forward, when-issued or delayed delivery commitments will be made by a Fund if, as a result, more than 25% of the Fund’s total assets would become so

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committed. The delayed delivery securities, which will not begin to accrue interest or dividends until the settlement date, will be recorded as an asset of a Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed delivery securities is a liability of a Fund until settlement.
           Short Sales. The Funds do not currently intend to engage in short sales other than short sales against the box. A Fund will not sell a security short if, as a result of such short sale, the aggregate market value of all securities sold short exceeds 10% of the Fund’s total assets. This limitation does not apply to short sales against the box.
          A short sale involves the sale of a security which a Fund does not own in the hope of purchasing the same security at a later date at a lower price. To make delivery to the buyer, a Fund must borrow the security from a broker. The Fund normally closes a short sale by purchasing an equivalent number of shares of the borrowed security on the open market and delivering them to the broker. A short sale is typically effected when the Fund’s adviser believes that the price of a particular security will decline. Open short positions using futures or forward currency contracts are not deemed to constitute selling securities short.
          To secure its obligation to deliver the securities sold short to the broker, a Fund will be required to deposit cash or liquid securities with the broker. In addition, the Fund may have to pay a premium to borrow the securities, and while the loan of the security sold short is outstanding, the Fund is required to pay to the broker the amount of any dividends paid on shares sold short. In addition to maintaining collateral with the broker, a Fund will set aside an amount of cash or liquid securities equal to the difference, if any, between the current market value of the securities sold short and any cash or liquid securities deposited as collateral with the broker-dealer in connection with the short sale. The collateral will be marked to market daily. The amounts deposited with the broker or segregated with the custodian do not have the effect of limiting the amount of money that the Fund may lose on a short sale. Short sale transactions covered in this manner are not considered senior securities and are not subject to the Fund’s fundamental investment limitations on senior securities and borrowings.
          Short positions create a risk that a Fund will be required to cover them by buying the security at a time when the security has appreciated in value, thus resulting in a loss to the Fund. A short position in a security poses more risk than holding the same security long. Because a short position loses value as the security’s price increases, the loss on a short sale is theoretically unlimited. The loss on a long position is limited to what the Fund originally paid for the security together with any transaction costs. The Fund may not always be able to borrow a security the Fund seeks to sell short at a particular time or at an acceptable price. It is possible that the market value of the securities the Fund holds in long positions will decline at the same time that the market value of the securities the Fund has sold short increases, thereby increasing the Fund’s potential volatility. Because the Fund may be required to pay dividends, interest, premiums and other expenses in connection with a short sale, any benefit for the Fund resulting from the short sale will be decreased, and the amount of any ultimate gain or loss will be decreased or increased, respectively, by the amount of such expenses.
          The Funds may also enter into short sales against the box. Short sales against the box are short sales of securities that a Fund owns or has the right to obtain (equivalent in kind or amount to the securities sold short). If a Fund enters into a short sale against the box, it will be required to set aside securities equivalent in kind and amount to the securities sold short (or securities convertible or exchangeable into such securities) and will be required to hold such securities while the short sale is outstanding. The Fund will incur transaction costs including interest expenses, in connection with opening, maintaining, and closing short sales against the box.
          Short sales against the box result in a “constructive sale” and require a Fund to recognize any taxable gain unless an exception to the constructive sale applies. See “Dividends, Distributions

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and Tax Matters — Tax Matters- Determination of Taxable Income of a Regulated Investment Company.”
           Margin Transactions . None of the Funds will purchase any security on margin, except that each Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities. The payment by a Fund of initial or variation margin in connection with futures or related options transactions will not be considered the purchase of a security on margin.
           Interfund Loans . The Securities and Exchange Commission (SEC) has issued an exemptive order permitting the Invesco Funds to borrow money from and lend money to each other for temporary or emergency purposes. The Invesco Funds’ interfund lending program is subject to a number of conditions, including the requirements that: (1) an interfund loan will generally only occur if the interest rate on the loan is more favorable to the borrowing fund than the interest rate typically available from a bank for a comparable transaction and the rate is more favorable to the lending fund than the rate available on overnight repurchase transactions; (2) an Invesco Fund may not lend more than 15% of its net assets through the program (measured at the time of the last loan); and (3) an Invesco Fund may not lend more than 5% of its net assets to another Invesco Fund through the program (measured at the time of the loan). A Fund may participate in the program only if and to the extent that such participation is consistent with the Fund’s investment objective and investment policies. Interfund loans have a maximum duration of seven days. Loans may be called with one day’s notice and may be repaid on any day.
           Borrowing. The Funds may borrow money to the extent permitted under the Fund Policies. Such borrowings may be utilized (i) for temporary or emergency purposes; (ii) in anticipation of or in response to adverse market conditions; or, (iii) for cash management purposes. All borrowings are limited to an amount not exceeding 33 1/3% of a Fund’s total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that exceed this amount will be reduced within three business days to the extent necessary to comply with the 33 1/3% limitation even if it is not advantageous to sell securities at that time.
          If there are unusually heavy redemptions, a Fund may have to sell a portion of its investment portfolio at a time when it may not be advantageous to do so. Selling Fund securities under these circumstances may result in a lower net asset value per share or decreased dividend income, or both. Invesco and the Sub-Advisers believe that, in the event of abnormally heavy redemption requests, a Fund’s borrowing ability would help to mitigate any such effects and could make the forced sale of their portfolio securities less likely.
          The Funds may borrow from a bank, broker-dealer, or an Invesco Fund. Additionally, the Funds are permitted to temporarily carry a negative or overdrawn balance in their account with their custodian bank. To compensate the custodian bank for such overdrafts, the Funds may either (i) leave Funds as a compensating balance in their account so the custodian bank can be compensated by earning interest on such Funds; or (ii) compensate the custodian bank by paying it an agreed upon rate. A Fund may not purchase additional securities when any borrowings from banks or broker-dealers exceed 5% of the Fund’s total assets or when any borrowings from an Invesco Fund are outstanding.
           Lending Portfolio Securities . Each Fund may each lend its portfolio securities (principally to broker-dealers) to generate additional income. Such loans are callable at any time and are continuously secured by segregated collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash, letters of credit, or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Each Fund may lend portfolio securities to the extent of one-third of its total assets. A Fund will loan its securities only to parties that Invesco has determined are in good standing and when, in Invesco’s judgment, the income earned would justify the risks.

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          A Fund will not have the right to vote securities while they are on loan, but it can call a loan in anticipation of an important vote. The Fund would receive income in lieu of dividends on loaned securities and may, at the same time, generate income on the loan collateral or on the investment of any cash collateral.
          If the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Fund could experience delays and costs in recovering securities loaned or gaining access to the collateral. If the Fund is not able to recover the securities loaned, the Fund may sell the collateral and purchase a replacement security in the market. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the loaned securities increases and the collateral is not increased accordingly.
          Any cash received as collateral for loaned securities will be invested, in accordance with a Fund’s investment guidelines, in short-term money market instruments or Affiliated Money Market Funds. Investing this cash subjects that investment to market appreciation or depreciation. For purposes of determining whether a Fund is complying with its investment policies, strategies and restrictions, the Fund will consider the loaned securities as assets of the Fund, but will not consider any collateral received as a Fund asset. The Fund will bear any loss on the investment of cash collateral.
          For a discussion of tax considerations relating to lending portfolio securities, see “Dividends, Distributions and Tax Matters — Tax Matters — Securities Lending.”
           Repurchase Agreements. Each Fund may engage in repurchase agreement transactions involving the types of securities in which it is permitted to invest. Repurchase agreements are agreements under which a Fund acquires ownership of a security from a broker-dealer or bank that agrees to repurchase the security at a mutually agreed upon time and price (which is higher than the purchase price), thereby determining the yield during a Fund’s holding period. A Fund may enter into a “continuing contract” or “open” repurchase agreement under which the seller is under a continuing obligation to repurchase the underlying securities from the Fund on demand and the effective interest rate is negotiated on a daily basis. Repurchase agreements may be viewed as loans made by a Fund which are collateralized by the securities subject to repurchase.
          If the seller of a repurchase agreement fails to repurchase the security in accordance with the terms of the agreement, a Fund might incur expenses in enforcing its rights, and could experience a loss on the sale of the underlying security to the extent that the proceeds of the sale including accrued interest are less than the resale price provided in the agreement, including interest. In addition, although the Bankruptcy Code and other insolvency laws may provide certain protections for some types of repurchase agreements, if the seller of a repurchase agreement should be involved in bankruptcy or insolvency proceedings, a Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if the value of the underlying security declines. The securities underlying a repurchase agreement will be marked-to-market every business day so that the value of such securities is at least equal to the investment value of the repurchase agreement, including any accrued interest thereon.
          The Funds may invest their cash balances in joint accounts with other Invesco Funds for the purpose of investing in repurchase agreements with maturities not to exceed 60 days, and in certain other money market instruments with remaining maturities not to exceed 90 days. Repurchase agreements are considered loans by a Fund under the 1940 Act.
           Restricted and Illiquid Securities . Each Fund may invest up to 15% of its net assets in securities that are illiquid.

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          Illiquid securities are securities that cannot be disposed of within seven days in the normal course of business at the price at which they are valued. Illiquid securities may include a wide variety of investments, such as: (1) repurchase agreements maturing in more than seven days (unless the agreements have demand/redemption features); (2) OTC options contracts and certain other derivatives (including certain swap agreements); (3) fixed time deposits that are not subject to prepayment or that provide for withdrawal penalties upon prepayment (other than overnight deposits); (4) loan interests and other direct debt instruments; (5) municipal lease obligations; (6) commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933 (the 1933 Act); and (7) securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act or otherwise restricted under the federal securities laws.
          Limitations on the resale of restricted securities may have an adverse effect on their marketability, which may prevent a Fund from disposing of them promptly at reasonable prices. The Fund may have to bear the expense of registering such securities for resale, and the risk of substantial delays in effecting such registrations. A Fund’s difficulty valuing and selling illiquid securities may result in a loss or be costly to the Fund.
          If a substantial market develops for a restricted security or other illiquid investment held by a Fund, it may be treated as a liquid security, in accordance with procedures and guidelines approved by the Board. While Invesco monitors the liquidity of restricted securities on a daily basis, the Board oversees and retains ultimate responsibility for Invesco’s liquidity determinations. Invesco considers various factors when determining whether a security is liquid, including the frequency of trades, availability of quotations and number of dealers or qualified institutional buyers in the market.
           Reverse Repurchase Agreements. Each Fund may engage in reverse repurchase agreements.
          Reverse repurchase agreements are agreements that involve the sale of securities held by a Fund to financial institutions such as banks and broker-dealers, with an agreement that the Fund will repurchase the securities at an agreed upon price and date. During the reverse repurchase agreement period, the Fund continues to receive interest and principal payments on the securities sold. A Fund may employ reverse repurchase agreements (i) for temporary emergency purposes, such as to meet unanticipated net redemptions so as to avoid liquidating other portfolio securities during unfavorable market conditions; (ii) to cover short-term cash requirements resulting from the timing of trade settlements; or (iii) to take advantage of market situations where the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest expense of the transaction.
          Reverse repurchase agreements involve the risk that the market value of securities to be purchased by the Fund may decline below the price at which the Fund is obligated to repurchase the securities, or that the other party may default on its obligation, so that the Fund is delayed or prevented from completing the transaction. At the time the Fund enters into a reverse repurchase agreement, it will segregate, and maintain, liquid assets having a dollar value equal to the repurchase price. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a Fund’s use of the proceeds from the sale of the securities may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities. Reverse repurchase agreements are considered borrowings by a Fund under the 1940 Act
           Mortgage Dollar Rolls . Each Fund may engage in mortgage dollar rolls (a dollar roll).
          A dollar roll is a type of transaction that involves the sale by a Fund of a mortgage-backed security to a financial institution such as a bank or broker-dealer, with an agreement that the Fund will

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repurchase a substantially similar (i.e., same type, coupon and maturity) security at an agreed upon price and date. The mortgage securities that are purchased will bear the same interest rate as those sold, but will generally be collateralized by different pools of mortgages with different prepayment histories. During the period between the sale and repurchase a Fund will not be entitled to receive interest or principal payments on the securities sold but is compensated for the difference between the current sales price and the forward price for the future purchase. In addition, cash proceeds of the sale may be invested in short-term instruments and the income from these investments, together with any additional fee income received on the sale, would generate income for a Fund. A Fund typically enters into a dollar roll transaction to enhance the Fund’s return either on an income or total return basis or to manage pre-payment risk.
          Dollar roll transactions involve the risk that the market value of the securities retained by a Fund may decline below the price of the securities that the Fund has sold but is obligated to repurchase under the agreement. In the event the buyer of securities under a dollar roll transaction files for bankruptcy or becomes insolvent, a Fund’s use of the proceeds from the sale of the securities may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund’s obligation to repurchase the securities. Dollar rolls are considered borrowings by a Fund under the 1940 Act. At the time a Fund enters into a dollar roll transaction, a sufficient amount of assets held by the Fund will segregated to meet the forward commitment.
          Unless the benefits of the sale exceed the income, capital appreciation or gains on the securities sold as part of the dollar roll, the investment performance of a Fund will be less than what the performance would have been without the use of dollar rolls. The benefits of dollar rolls may depend upon the Adviser or Sub-Adviser’s ability to predict mortgage repayments and interest rates. There is no assurance that dollar rolls can be successfully employed.
Derivatives
          A derivative is a financial instrument whose value is dependent upon the value of other assets, rates or indices, referred to as an “underlying reference.” These underlying references may include commodities, stocks, bonds, interest rates, currency exchange rates or related indices. Derivatives include swaps, options, warrants, futures and forward currency contract. Some derivatives, such as futures and certain options, are traded on U.S. commodity or securities exchanges, while other derivatives, such as swap agreements, are privately negotiated and entered into in the over-the-counter (OTC) market.
          Derivatives may be used for “hedging,” which means that they may be used when the portfolio manager seeks to protect the Fund’s investments from a decline in value, which could result from changes in interest rates, market prices, currency fluctuations and other market factors. Derivatives may also be used when the portfolio manager seeks to increase liquidity, implement a tax or cash management strategy, invest in a particular stock, bond or segment of the market in a more efficient or less expensive way, modify the characteristics of the Fund’s portfolio investments, for example, duration, and/or to enhance return. However derivatives are used, their successful use is not assured and will depend upon the portfolio manager’s ability to predict and understand relevant market movements.
          Because certain derivatives involve leverage, that is, the amount invested may be smaller than the full economic exposure of the derivative instrument and the Fund could lose more than it invested, federal securities laws, regulations and guidance may require the Fund to earmark assets to reduce the risks associated with derivatives or to otherwise hold instruments that offset the Fund’s obligations under the derivatives instrument. This process is known as “cover.” A Fund will not enter into any derivative transaction unless it can comply with SEC guidance regarding cover, and, if SEC guidance so requires, a Fund will earmark cash or liquid assets with a value sufficient to cover its obligations under a derivative transaction or otherwise “cover” the transaction in accordance with applicable SEC guidance. If a large portion of a Fund’s assets is used for cover, it could affect

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portfolio management or the Fund’s ability to meet redemption requests or other current obligations. The leverage involved in certain derivative transactions may result in a Fund’s net asset value being more sensitive to changes in the value of the related investment.
           General risks associated with derivatives:
          The use by the Funds of derivatives may involve certain risks, as described below.
           Counterparty Risk: OTC derivatives are generally governed by a single master agreement for each counterparty. Counterparty Risk refers to the risk that the counterparty under the agreement will not live up to its obligations. An agreement may not contemplate delivery of collateral to support fully a counterparty’s contractual obligation; therefore, a Fund might need to rely on contractual remedies to satisfy the counterparty’s full obligation. As with any contractual remedy, there is no guarantee that a Fund will be successful in pursuing such remedies, particularly in the event of the counterparty’s bankruptcy. The agreement may allow for netting of the counterparty’s obligations on specific transactions, in which case a Fund’s obligation or right will be the net amount owed to or by the counterparty. The Fund will not enter into a derivative transaction with any counterparty that Invesco and/or the Sub-Advisers believe does not have the financial resources to honor its obligations under the transaction. Invesco monitors the financial stability of counterparties. Where the obligations of the counterparty are guaranteed, Invesco monitors the financial stability of the guarantor instead of the counterparty.
          A Fund will not enter into a transaction with any single counterparty if the net amount owed or to be received under existing transactions under the agreements with that counterparty would exceed 5% of the Fund’s net assets determined on the date the transaction is entered into.
           Leverage Risk: Leverage exists when a Fund can lose more than it originally invests because it purchases or sells an instrument or enters into a transaction without investing an amount equal to the full economic exposure of the instrument or transaction. A Fund mitigates leverage by segregating or earmarking assets or otherwise covers transactions that may give rise to leverage.
           Liquidity Risk: The risk that a particular derivative is difficult to sell or liquidate. If a derivative transaction is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price, which may result in significant losses to the Fund.
           Pricing Risk: The risk that the value of a particular derivative does not move in tandem or as otherwise expected relative to the corresponding underlying instruments.
           Regulatory Risk: The risk that a change in laws or regulations will materially impact a security or market.
           Tax Risks: For a discussion of the tax considerations relating to derivative transactions, see “Dividends, Distributions and Tax Matters.”
           General risks of hedging strategies using derivatives:
          The use by the Funds of hedging strategies involves special considerations and risks, as described below.
          Successful use of hedging transactions depends upon Invesco’s and the Sub-Advisers’ ability to predict correctly the direction of changes in the value of the applicable markets and securities, contracts and/or currencies. While Invesco and the Sub-Advisers are experienced in the use of derivatives for hedging, there can be no assurance that any particular hedging strategy will succeed.

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          In a hedging transaction, there might be imperfect correlation, or even no correlation, between the price movements of an instrument used for hedging and the price movements of the investments being hedged. Such a lack of correlation might occur due to factors unrelated to the value of the investments being hedged, such as changing interest rates, market liquidity, and speculative or other pressures on the markets in which the hedging instrument is traded.
          Hedging strategies, if successful, can reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies can also reduce opportunity for gain by offsetting the positive effect of favorable price movements in the hedged investments.
          Types of derivatives:
           Swap Agreements. Each Fund may enter into swap agreements.
          Generally, swap agreements are contracts between a Fund and a brokerage firm, bank, or other financial institution (the counterparty) for periods ranging from a few days to multiple years. In a basic swap transaction, the Fund agrees with its counterparty to exchange the returns (or differentials in returns) earned or realized on a particular asset such as an equity or debt security, commodity, currency or interest rate, calculated with respect to a “notional amount.” The notional amount is the set amount selected by the parties to use as the basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. The parties typically do not exchange the notional amount. Instead, they agree to exchange the returns that would be earned or realized if the notional amount were invested in given investments or at given interest rates. Examples of returns that may be exchanged in a swap agreement are those of a particular security, a particular fixed or variable interest rate, a particular foreign currency, or a “basket” of securities representing a particular index. In some cases, such as cross currency swaps, the swap agreement may require delivery (exchange) of the entire notional value of one designated currency for another designated currency.
          Numerous proposals have been made by various regulatory entities and rulemaking bodies to regulate the OTC derivatives markets, including, specifically, credit default swaps. The Fund cannot predict the outcome or final form of any of these proposals or if or when any of them would become effective. However, any additional regulation or limitation on the OTC markets for derivatives could materially and adversely impact the ability of the Fund to buy or sell OTC derivatives, including credit default swaps.
          Commonly used swap agreements include:
           Credit Default Swaps (CDS): An agreement between two parties where the first party agrees to make one or more payments to the second party, while the second party assumes the risk of certain defaults, generally a failure to pay or bankruptcy of the issuer on a referenced debt obligation. CDS transactions are typically individually negotiated and structured. A Fund may enter into CDS to create long or short exposure to domestic or foreign corporate debt securities or sovereign debt securities.
          A Fund may buy a CDS (buy credit protection). In this transaction the Fund makes a stream of payments based on a fixed interest rate (the premium) over the life of the swap in exchange for a counterparty (the seller) taking on the risk of default of a referenced debt obligation (the Reference Obligation). If a credit event occurs for the Reference Obligation, the Fund would cease making premium payments and it would deliver defaulted bonds to the seller. In return, the seller would pay the notional value of the Reference Obligation to the Fund. Alternatively, the two counterparties may agree to cash settlement in which the seller delivers to the Fund (buyer) the difference between the market value and the notional value of the Reference Obligation. If no event of default occurs, the Fund pays the fixed premium to the seller for the life of the contract, and no other exchange occurs.

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          Alternatively, a Fund may sell a CDS (sell credit protection). In this transaction the Fund will receive premium payments from the buyer in exchange for taking the risk of default of the Reference Obligation. If a credit event occurs for the Reference Obligation , the buyer would cease to make premium payments to the Fund and deliver the Reference Obligation to the Fund. In return, the Fund would pay the notional value of the Reference Obligation to the buyer. Alternatively, the two counterparties may agree to cash settlement in which the Fund would pay the buyer the difference between the market value and the notional value of the Reference Obligation. If no event of default occurs, the Fund receives the premium payments over the life of the contract, and no other exchange occurs.
           Credit Default Index (CDX). A CDX is an index of CDS. CDX allow an investor to manage credit risk or to take a position on a basket of credit entities (such as CDS or CMBS) in a more efficient manner than transacting in single name CDS. If a credit event occurs in one of the underlying companies, the protection is paid out via the delivery of the defaulted bond by the buyer of protection in return for payment of the notional value of the defaulted bond by the seller of protection or it may be settled through a cash settlement between the two parties. The underlying company is then removed from the index. New series of CDX are issued on a regular basis. A Commercial Mortgage-Backed Index (CMBX) is a type of CDX made up of 25 tranches of commercial mortgage-backed securities (See “Debt Instruments — Mortgage-Backed and Asset-Backed Securities”) rather than CDS. Unlike other CDX contracts where credit events are intended to capture an event of default CMBX involves a pay-as-you-go (PAUG) settlement process designed to capture non-default events that affect the cash flow of the reference obligation. PAUG involves ongoing, two-way payments over the life of a contract between the buyer and the seller of protection and is designed to closely mirror the cash flow of a portfolio of cash commercial mortgage-backed securities.
           Currency Swap : An agreement between two parties pursuant to which the parties exchange a U.S. dollar-denominated payment for a payment denominated in a different currency.
           Interest Rate Swap: An agreement between two parties pursuant to which the parties exchange a floating rate payment for a fixed rate payment based on a specified principal or notional amount. In other words, Party A agrees to pay Party B a fixed interest rate and in return Party B agrees to pay Party A a variable interest rate.
           Total Return Swap : An agreement in which one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of an underlying asset, which includes both the income it generates and any capital gains.
           Options . Each Fund may invest in options.
          An option is a contract that gives the purchaser of the option, in return for the premium paid, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option at the exercise price during the term of the option (for American style options or on a specified date for European style options), the security, currency or other instrument underlying the option (or in the case of an index option the cash value of the index). Options on a CDS or a Futures Contract (defined below) give the purchaser the right to enter into a CDS or assume a position in a Futures Contract.
          The Funds may engage in certain strategies involving options to attempt to manage the risk of their investments or, in certain circumstances, for investment (e.g., as a substitute for investing in securities). Option transactions present the possibility of large amounts of exposure (or leverage), which may result in a Fund’s net asset value being more sensitive to changes in the value of the

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           Option .
          The value of an option position will reflect, among other things, the current market value of the underlying investment, the time remaining until expiration, the relationship of the exercise price to the market price of the underlying investment, the price volatility of the underlying investment and general market and interest rate conditions.
          A Fund will not write (sell) options if, immediately after such sale, the aggregate value of securities or obligations underlying the outstanding options would exceed 20% of the Fund’s total assets. A Fund will not purchase options if, immediately after such purchase, the aggregate premiums paid for outstanding options would exceed 5% of the Fund’s total assets.
          A Fund may effectively terminate its right or obligation under an option by entering into an offsetting closing transaction. For example, a Fund may terminate its obligation under a call or put option that it had written by purchasing an identical call or put option, which is known as a closing purchase transaction. Conversely, a Fund may terminate a position in a put or call option it had purchased by writing an identical put or call option, which is known as a closing sale transaction. Closing transactions permit a Fund to realize profits or limit losses on an option position prior to its exercise or expiration.
          Options may be either listed on an exchange or traded in OTC markets. Listed options are tri-party contracts (i.e., performance of the obligations of the purchaser and seller are guaranteed by the exchange or clearing corporation) and have standardized strike prices and expiration dates. OTC options are two-party contracts with negotiated strike prices and expiration dates and differ from exchange-traded options in that OTC options are transacted with dealers directly and not through a clearing corporation (which guarantees performance). In the case of OTC options, there can be no assurance that a liquid secondary market will exist for any particular option at any specific time; therefore the Fund may be required to treat some or all OTC options as illiquid securities. Although a Fund will enter into OTC options only with dealers that are expected to be capable of entering into closing transactions with it, there is no assurance that the Fund will in fact be able to close out an OTC option position at a favorable price prior to exercise or expiration. In the event of insolvency of the dealer, a Fund might be unable to close out an OTC option position at any time prior to its expiration.
           Types of Options:
           Put Options on Securities : A put option gives the purchaser the right to sell, to the writer, the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration date of the option for American style options or on a specified date for European style options, regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the put option, the writer of a put option is obligated to buy the underlying security, contract or foreign currency for the exercise price .
           Call Options on Securities: A call option gives the purchaser the right to buy, from the writer, the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration of the option (for American style options) or on a specified date (for European style options), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the call option, the writer of a call option is obligated to sell to and deliver the underlying security, contract or foreign currency to the purchaser of the call option for the exercise price.
           Index Options: Index options (or options on securities indices) give the holder the right to receive, upon exercise, cash instead of securities, if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the

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exercise price of the option. The amount of cash is equal to the difference between the closing price of the index and the exercise price of the call or put times a specified multiple (the multiplier), which determines the total dollar value for each point of such difference.
          The risks of investment in index options may be greater than options on securities. Because index options are settled in cash, when a Fund writes a call on an index it cannot provide in advance for its potential settlement obligations by acquiring and holding the underlying securities. A Fund can offset some of the risk of writing a call index option by holding a diversified portfolio of securities similar to those on which the underlying index is based. However, the Fund cannot, as a practical matter, acquire and hold a portfolio containing exactly the same securities that underlie the index and, as a result, bears the risk that the value of the securities held will not be perfectly correlated with the value of the index.
           CDS Option: A CDS option transaction gives the holder the right to enter into a CDS at a specified future date and under specified terms in exchange for a purchase price or premium. The writer of the option bears the risk of any unfavorable move in the value of the CDS relative to the market value on the exercise date, while the purchaser may allow the option to expire unexercised.
           Options on Futures Contracts: Options on Futures Contracts give the holder the right to assume a position in a Futures Contract (to buy the Futures Contract if the option is a call and to sell the Futures Contract if the option is a put) at a specified exercise price at any time during the period of the option.
           Option Techniques
           Writing Options . A Fund may write options to generate additional income and to seek to hedge its portfolio against market or exchange rate movements. As the writer of an option, the Fund may have no control over when the underlying instruments must be sold (in the case of a call option) or purchased (in the case of a put option) because the option purchaser may notify the Fund of exercise at any time prior to the expiration of the option (for American style options). In general, options are rarely exercised prior to expiration. Whether or not an option expires unexercised, the writer retains the amount of the premium.
          A Fund would write a put option at an exercise price that, reduced by the premium received on the option, reflects the price it is willing to pay for the underlying security, contract or currency. In return for the premium received for writing a put option, the Fund assumes the risk that the price of the underlying security, contract, or foreign currency will decline below the exercise price, in which case the put would be exercised and the Fund would suffer a loss.
          In return for the premium received for writing a call option on a security the Fund holds, the Fund foregoes the opportunity for profit from a price increase in the underlying security, contract, or foreign currency above the exercise price so long as the option remains open, but retains the risk of loss should the price of the security, contract, or foreign currency decline.
          If an option that a Fund has written expires, the Fund will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying security, contract or currency, held by the Fund during the option period. If a call option is exercised, a Fund will realize a gain or loss from the sale of the underlying security, contract or currency, which will be increased or offset by the premium received. The obligation imposed upon the writer of an option is terminated upon the expiration of the option, or such earlier time at which a Fund effects a closing purchase transaction by purchasing an option (put or call as the case may be) identical to that previously sold.
           Purchasing Options. A Fund may only purchase a put option on an underlying security, contract or currency owned by the Fund in order to protect against an anticipated decline in the value

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of the security, contract or currency held by the Fund; or purchase put options on underlying securities, contracts or currencies against which it has written other put options. The premium paid for the put option and any transaction costs would reduce any profit realized when the security, contract or currency is delivered upon the exercise of the put option. Conversely, if the underlying security, contract or currency does not decline in value, the option may expire worthless and the premium paid for the protective put would be lost.
          A Fund may purchase a call option for the purpose of acquiring the underlying security, contract or currency for its portfolio, or on underlying securities, contracts or currencies against which it has written other call options. The Fund is not required to own the underlying security in order to purchase a call option. If the Fund does not own the underlying position, the purchase of a call option would enable a Fund to acquire the security, contract or currency at the exercise price of the call option plus the premium paid. So long as it holds a call option, rather than the underlying security, contract or currency itself, the Fund is partially protected from any unexpected increase in the market price of the underlying security, contract or currency. If the market price does not exceed the exercise price, the Fund could purchase the security on the open market and could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option.
           Straddles/Spreads/Collars. Each Fund, for hedging purposes, may enter into straddles spreads and collars.
           Spread and straddle options transactions. In “spread” transactions, a Fund buys and writes a put or buys and writes a call on the same underlying instrument with the options having different exercise prices, expiration dates, or both. In “straddles,” a Fund purchases a put option and a call option or writes a put option and a call option on the same instrument with the same expiration date and typically the same exercise price. When a Fund engages in spread and straddle transactions, it seeks to profit from differences in the option premiums paid and received and in the market prices of the related options positions when they are closed out or sold. Because these transactions require the Fund to buy and/or write more than one option simultaneously, the Fund’s ability to enter into such transactions and to liquidate its positions when necessary or deemed advisable may be more limited than if the Fund were to buy or sell a single option. Similarly, costs incurred by the Fund in connection with these transactions will in many cases be greater than if the Fund were to buy or sell a single option.
           Option Collars. A Fund also may use option “collars.” A “collar” position combines a put option purchased by the Fund (the right of the Fund to sell a specific security within a specified period) with a call option that is written by the Fund (the right of the counterparty to buy the same security) in a single instrument. The Fund’s right to sell the security is typically set at a price that is below the counterparty’s right to buy the security. Thus, the combined position “collars” the performance of the underlying security, providing protection from depreciation below the price specified in the put option, and allowing for participation in any appreciation up to the price specified by the call option.
           Warrants. Each Fund may purchase warrants.
          A warrant gives the holder the right to purchase securities from the issuer at a specific price within a certain time frame and is similar to a call option. The main difference between warrants and call options is that warrants are issued by the company that will issue the underlying security, whereas options are not issued by the company. Young, unseasoned companies often issue warrants to finance their operations.
           Futures Contracts. The Funds may enter into Futures Contracts.
          A Futures Contract is a two-party agreement to buy or sell a specified amount of a specified security or currency (or delivery of a cash settlement price, in the case of certain futures such as an

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index future or Eurodollar Future) for a specified price at a designated date, time and place (collectively, Futures Contracts). A “sale” of a Futures Contract means the acquisition of a contractual obligation to deliver the underlying instrument or asset called for by the contract at a specified price on a specified date. A “purchase” of a Futures Contract means the acquisition of a contractual obligation to acquire the underlying instrument or asset called for by the contract at a specified price on a specified date.
          The Funds will only enter into Futures Contracts that are traded (either domestically or internationally) on futures exchanges and are standardized as to maturity date and underlying financial instrument. Futures exchanges and trading thereon in the United States are regulated under the Commodity Exchange Act and by the Commodity Futures Trading Commission (CFTC). Foreign futures exchanges and trading thereon are not regulated by the CFTC and are not subject to the same regulatory controls. The Trust, on behalf of each Fund, has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act and, therefore, is not subject to registration or regulation as a pool operator under the act with respect to the Funds.
          Brokerage fees are incurred when a Futures Contract is bought or sold, and margin deposits must be maintained at all times when a Futures Contract is outstanding. “Margin” for a Futures Contracts is the amount of funds that must be deposited by a Fund in order to initiate Futures Contracts trading and maintain its open positions in Futures Contracts. A margin deposit made when the Futures Contract is entered (initial margin) is intended to ensure the Fund’s performance under the Futures Contract. The margin required for a particular Futures Contract is set by the exchange on which the Futures Contract is traded and may be significantly modified from time to time by the exchange during the term of the Futures Contract.
          Subsequent payments, called “variation margin,” received from or paid to the futures commission merchant through which a Fund enters into the Futures Contract will be made on a daily basis as the futures price fluctuates making the Futures Contract more or less valuable, a process known as marking-to-market. When the Futures Contract is closed out, if the Fund has a loss equal to or greater than the margin amount, the margin amount is paid to the futures commission merchant along with any amount in excess of the margin amount; if the Fund has a loss of less than the margin amount, the difference is returned to the Fund; or if the Fund has a gain, the margin amount is paid to the Fund and the futures commission merchant pays the Fund any excess gain over the margin amount.
          Closing out an open Futures Contract is affected by entering into an offsetting Futures Contract for the same aggregate amount of the identical financial instrument or currency and the same delivery date. There can be no assurance, however, that a Fund will be able to enter into an offsetting transaction with respect to a particular Futures Contract at a particular time. If a Fund is not able to enter into an offsetting transaction, it will continue to be required to maintain the margin deposits on the Futures Contract.
          In addition, if a Fund were unable to liquidate a Futures Contract or an option on a Futures Contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments.
           Types of Futures Contracts:
           Currency Futures: A currency Futures Contract is a standardized, exchange-traded contract to buy or sell a particular currency at a specified price at a future date (commonly three months or more). Currency Futures Contracts may be highly volatile and thus result in substantial gains or losses to the Fund.

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           Index Futures: A stock index Futures Contract is an exchange-traded contract that provides for the delivery, at a designated date, time and place, of an amount of cash equal to a specified dollar amount times the difference between the stock index value at the close of trading on the date specified in the contract and the price agreed upon in the Futures Contract; no physical delivery of stocks comprising the index is made.
           Interest Rate Futures: An interest-rate Futures Contract is an exchange-traded contact in which the specified underlying security is either an interest-bearing fixed income security or an inter-bank deposit. Two examples of common interest rate Futures Contracts are U.S. Treasury futures and Eurodollar Futures Contracts. The specified security for U.S. Treasury futures is a U.S. Treasury security. The specified security for Eurodollar futures is the London Interbank Offered Rate (Libor) which is a daily reference rate based on the interest rates at which banks offer to lend unsecured funds to other banks in the London wholesale money market.
           Security Futures: A security Futures Contract is an exchange-traded contract to purchase or sell, in the future, a specified quantity of a security (other than a Treasury security, or a narrow-based securities index) at a certain price.
           Forward Currency Contracts . Each Fund may enter into forward currency transactions.
          A forward currency contract is an over the counter contract between two parties to buy or sell a particular currency at a specified price at a future date. The parties may exchange currency at the maturity of the forward currency contract, or if the parties agree prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting amount of currency. Forward currency contracts are traded over-the-counter, and not on organized commodities or securities exchanges.
          A Fund may enter into forward currency contracts with respect to a specific purchase or sale of a security, or with respect to its portfolio positions generally.
          The cost to a Fund of engaging in forward currency contracts varies with factors such as the currencies involved, the length of the contract period, interest rate differentials and the prevailing market conditions. Because forward currency contracts are usually entered into on a principal basis, no fees or commissions are involved. The use of forward currency contracts does not eliminate fluctuations in the prices of the underlying securities a Fund owns or intends to acquire, but it does establish a rate of exchange in advance. While forward currency contract sales limit the risk of loss due to a decline in the value of the hedged currencies, they also limit any potential gain that might result should the value of the currencies increase.
           Limitations on Futures Contracts and Options on Futures Contracts and on Certain Options on Currencies.
          The Funds will enter into Futures Contracts for hedging purposes only. For example, Futures Contracts may be sold to protect against a decline in the price of securities or currencies that the Fund owns, or purchased to protect the Fund against an increase in the price of securities or currencies it has committed to purchase or expects to purchase. Additionally, Futures Contracts may be used to hedge against certain portfolio risks such as interest rate risk, yield curve risk and currency exchange rates.

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Fund Policies
           Fundamental Restrictions. Except as otherwise noted below, each Fund is subject to the following investment restrictions, which may be changed only by a vote of such Fund’s outstanding shares. Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of the Fund’s shares present at a meeting if the holders of more than 50% of the outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the Fund’s outstanding shares. Any investment restriction that involves a maximum or minimum percentage of securities or assets (other than with respect to borrowing) shall not be considered to be violated unless an excess over or a deficiency under the percentage occurs immediately after, and is caused by, an acquisition or disposition of securities or utilization of assets by the Fund.
          (1) The Fund (except for Invesco European Small Company Fund and Invesco International Small Company Fund) is a “diversified company” as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the “1940 Act Laws and Interpretations”) or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the “1940 Act Laws, Interpretations and Exemptions”). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.
          (2) The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions.
          (3) The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act.
          (4) The Fund will not make investments that will result in the concentration (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) of its investments in the securities of issuers primarily engaged in the same industry. This restriction does not limit the Fund’s investments in (i) obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, or (ii) tax-exempt obligations issued by governments or political subdivisions of governments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security.
          (5) The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.
          (6) The Fund may not purchase physical commodities or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities.
          (7) The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-

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dealers or institutional investors, or investing in loans, including assignments and participation interests.
          (8) The Fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies and restrictions as the Fund.
          The investment restrictions set forth above provide each of the Funds with the ability to operate under new interpretations of the 1940 Act or pursuant to exemptive relief from the SEC without receiving prior shareholder approval of the change. Even though each of the Funds has this flexibility, the Board has adopted non-fundamental restrictions for each of the Funds relating to certain of these restrictions which Invesco and, when applicable, the Sub-Advisers must follow in managing the Funds. Any changes to these non-fundamental restrictions, which are set forth below, require the approval of the Board.
           Non-Fundamental Restrictions. Non-fundamental restrictions may be changed for any Fund without shareholder approval. The non-fundamental investment restrictions listed below apply to each of the Funds unless otherwise indicated.
          (1) In complying with the fundamental restriction regarding issuer diversification, the Fund (except for Invesco European Small Company Fund and Invesco International Small Company Fund ) will not, with respect to 75% of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities and securities issued by other investment companies), if, as a result, (i) more than 5% of the Fund’s total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. The Fund may purchase securities of other investment companies as permitted by the 1940 Act Laws, Interpretations and Exemptions.
          In complying with the fundamental restriction regarding issuer diversification, any Fund that invests in municipal securities will regard each state (including the District of Columbia and Puerto Rico), territory and possession of the United States, each political subdivision, agency, instrumentality and authority thereof, and each multi-state agency of which a state is a member as a separate “issuer.” When the assets and revenues of an agency, authority, instrumentality or other political subdivision are separate from the government creating the subdivision and the security is backed only by assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an Industrial Development Bond or Private Activity bond, if that bond is backed only by the assets and revenues of the non-governmental user, then that non-governmental user would be deemed to be the sole issuer. However, if the creating government or another entity guarantees a security, then to the extent that the value of all securities issued or guaranteed by that government or entity and owned by the Fund exceeds 10% of the Fund’s total assets, the guarantee would be considered a separate security and would be treated as issued by that government or entity. Securities issued or guaranteed by a bank or subject to financial guaranty insurance are not subject to the limitations set forth in the preceding sentence.
          (2) In complying with the fundamental restriction regarding borrowing money and issuing senior securities, the Fund may borrow money in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings).
          (3) In complying with the fundamental restriction regarding industry concentration, the Fund may invest up to 25% of its total assets in the securities of issuers whose principal business activities are in the same industry.
          (4) Notwithstanding the fundamental restriction with regard to engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by

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physical commodities, the Fund currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.
          The Funds do not consider currencies or other financial commodities or contracts and financial instruments to be physical commodities (which include, for example, oil, precious metals and grains). Accordingly, the Funds will interpret the fundamental restriction and the related non-fundamental restriction to permit the Funds, subject to each Fund’s investment objectives and general investment policies (as stated in the Funds’ prospectuses and herein), to invest directly in foreign currencies and other financial commodities and to purchase, sell or enter into commodity futures contracts and options thereon, foreign currency forward contracts, foreign currency options, currency-, commodity - and financial instrument - related swap agreements, hybrid instruments, interest rate or securities-related or foreign currency-related hedging instruments or other currency-, commodity - or financial instrument-related derivatives, subject to compliance with any applicable provisions of the federal securities or commodities laws. The Funds also will interpret their fundamental restriction regarding purchasing and selling physical commodities and their related non-fundamental restriction to permit the Funds to invest in exchange-traded funds that invest in physical and/or financial commodities, subject to the limits described in the Funds’ prospectuses and herein.
          (5) In complying with the fundamental restriction with regard to making loans, the Fund may lend up to 33 1/3% of its total assets and may lend money to an Invesco Fund, on such terms and conditions as the SEC may require in an exemptive order.
          (6) Notwithstanding the fundamental restriction with regard to investing all assets in an open-end fund, the Fund may not invest all of its assets in the securities of a single open-end management investment company with the same fundamental investment objectives, policies and restrictions as the Fund.
          (7) The Fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
          (8) The following apply:
          (a) Invesco European Small Company Fund normally invests at least 80% of its assets in securities of European small companies. For purposes of the foregoing sentence, “assets” means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.
          (b) Invesco Small Cap Equity Fund normally invests at least 80% of its assets in equity securities, including convertible securities, of small-capitalization companies. For purposes of the foregoing sentence, “assets” means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.
          (c) Invesco Mid Cap Basic Value Fund normally invests at least 80% of its assets in securities of mid-capitalization companies that offer potential for capital growth. For purposes of the foregoing sentence, “assets” means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.
          (d) Invesco Select Equity Fund normally invests at least 80% of its assets in equity securities, including convertible securities, with prospects for above-average market returns, without regard to market capitalization. For purposes of the foregoing sentence, “assets” means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to

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its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.
          (e) Invesco International Small Company Fund normally invests at least 80% of its assets in securities of small international companies. For purposes of the foregoing sentence, “assets” means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.
          (f) Invesco Global Core Equity Fund normally invests at least 80% of the value of its assets in equity securities. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.
Effective July 31, 2010, the preceding non-fundamental policies 8(a) through 8(f) are deleted and replaced by the following:
  (a)   Invesco European Small Company Fund invests, under normal circumstances, at least 80% of its assets in securities of small-capitalization European companies.
 
  (b)   Invesco Small Cap Equity Fund invests, under normal circumstances, at least 80% of its assets in equity securities, including convertible securities, of small-capitalization companies.
 
  (c)   Invesco Mid Cap Basic Value Fund invests, under normal circumstances, at least 80% of its assets in securities of mid-capitalization companies.
 
  (d)   Invesco Select Equity Fund invests, under normal circumstances, at least 80% of its assets in equity securities, including convertible securities.
 
  (e)   Invesco International Small Company Fund invests, under normal circumstances, at least 80% of its assets in securities of small-capitalization international companies.
 
  (f)   Invesco Global Core Equity Fund invests, under normal circumstances, at least 80% of the value of its assets in equity securities, including convertible securities.
          For purposes of the foregoing, “assets” means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.
Portfolio Turnover
          For the fiscal years ended December 31, 2009 and 2008, the portfolio turnover rates for the Fund are presented in the table below. Unless otherwise indicated, variations in turnover rate may be due to a fluctuating volume of shareholder purchase and redemption orders, market conditions and/or changes in Invesco’s investment outlook.
                 
Turnover Rates   2009   2008
Invesco Global Core Equity Fund 1
    43 %     146 %
 
1   In addition to the factors set forth above, variations in the portfolio turnover rate for Invesco Global Core Equity Fund was due to a management change on the Fund. Effective July 9, 2008, Invesco Global Asset Management (N.A.), Inc., took over management leadership for the Fund and continued to maintain a lower portfolio turnover rate in 2009.

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Policies and Procedures for Disclosure of Fund Holdings
          The Board has adopted policies and procedures with respect to the disclosure of the Funds’ portfolio holdings (the Holdings Disclosure Policy). Invesco and the Board may amend the Holdings Disclosure Policy at any time without prior notice. Details of the Holdings Disclosure Policy and a description of the basis on which employees of Invesco and its affiliates may release information about portfolio securities in certain contexts are provided below.
           Public release of portfolio holdings. The Funds disclose the following portfolio holdings information on www.invesco.com/us 1 :
         
    Approximate Date of   Information Remains
Information   Website Posting   Posted on Website
 
       
Top ten holdings as of month-end
  15 days after month-end   Until replaced with the following month’s top ten holdings
 
       
Select holdings included in the Fund’s Quarterly Performance Update
  29 days after calendar quarter-end   Until replaced with the following quarter’s Quarterly Performance Update
 
       
Complete portfolio holdings as of calendar quarter-end
  30 days after calendar quarter-end   For one year
 
       
Complete portfolio holdings as of fiscal quarter-end
  60-70 days after fiscal quarter-end   For one year
 
1   To locate the Fund’s portfolio holdings information on www.invesco.com/us , click on the Products and Performance tab, then click on the Mutual Funds link, then click on the Fund Overview link and select the Fund from the drop down menu. Links to the Fund’s portfolio holdings are located in the upper right side of this website page.
These holdings are listed along with the percentage of the Fund’s net assets they represent. Generally, employees of Invesco and its affiliates may not disclose such portfolio holdings until one day after they have been posted on www.invesco.com/us . You may also obtain the publicly available portfolio holdings information described above by contacting us at 1-800-959-4246.
           Selective disclosure of portfolio holdings pursuant to non-disclosure agreement. Employees of Invesco and its affiliates may disclose non-public full portfolio holdings on a selective basis only if the Internal Compliance Controls Committee (the ICCC) of Invesco approves the parties to whom disclosure of non-public full portfolio holdings will be made. The ICCC must determine that the proposed selective disclosure will be made for legitimate business purposes of the applicable Fund and is in the best interest of the applicable Fund’s shareholders. In making such determination, the ICCC will address any perceived conflicts of interest between shareholders of such Fund and Invesco or its affiliates as part of granting its approval.
          The Board exercises continuing oversight of the disclosure of Fund portfolio holdings by (1) overseeing the implementation and enforcement of the Holdings Disclosure Policy and the Invesco Funds Code of Ethics by the Chief Compliance Officer (or his designee) of Invesco and the Invesco Funds and (2) considering reports and recommendations by the Chief Compliance Officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended) that may arise in connection with the Holdings Disclosure Policy. Pursuant to the Holdings Disclosure Policy, the Board reviews the types of situations in which Invesco provides selective disclosure and approves situations involving

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perceived conflicts of interest between shareholders of the applicable Fund and Invesco or its affiliates brought to the Board’s attention by Invesco.
          Invesco discloses non-public full portfolio holdings information to the following persons in connection with the day-to-day operations and management of the Invesco Funds:
    Attorneys and accountants;
 
    Securities lending agents;
 
    Lenders to the Invesco Funds;
 
    Rating and rankings agencies;
 
    Persons assisting in the voting of proxies;
 
    Invesco Funds’ custodians;
 
    The Invesco Funds’ transfer agent(s) (in the event of a redemption in kind);
 
    Pricing services, market makers, or other persons who provide systems or software support in connection with Invesco Funds’ operations (to determine the price of securities held by an Invesco Fund);
 
    Financial printers;
 
    Brokers identified by the Invesco Funds’ portfolio management team who provide execution and research services to the team; and
 
    Analysts hired to perform research and analysis to the Invesco Funds’ portfolio management team.
          In many cases, Invesco will disclose current portfolio holdings on a daily basis to these persons. In these situations, Invesco has entered into non-disclosure agreements which provide that the recipient of the portfolio holdings will maintain the confidentiality of such portfolio holdings and will not trade on such information (Non-disclosure Agreements). Please refer to Appendix B for a list of examples of persons to whom Invesco provides non-public portfolio holdings on an ongoing basis.
          Invesco will also disclose non-public portfolio holdings information if such disclosure is required by applicable laws, rules or regulations, or by regulatory authorities having jurisdiction over Invesco and its affiliates or the Funds.
          The Holdings Disclosure Policy provides that Invesco will not request, receive or accept any compensation (including compensation in the form of the maintenance of assets in any Fund or other mutual fund or account managed by Invesco or one of its affiliates) for the selective disclosure of portfolio holdings information.
           Disclosure of certain portfolio holdings and related information without non-disclosure agreement. Invesco and its affiliates that provide services to the Funds, the Sub-Advisers and each of their employees may receive or have access to portfolio holdings as part of the day to day operations of the Funds.
          From time to time, employees of Invesco and its affiliates may express their views orally or in writing on one or more of the Funds’ portfolio securities or may state that a Fund has recently purchased or sold, or continues to own, one or more securities. The securities subject to these views and statements may be ones that were purchased or sold since a Fund’s most recent quarter-end and therefore may not be reflected on the list of the Fund’s most recent quarter-end portfolio holdings disclosed on the website. Such views and statements may be made to various persons, including members of the press, brokers and other financial intermediaries that sell shares of the Funds, shareholders in the applicable Fund, persons considering investing in the applicable Fund or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers, and other entities for which Invesco or its affiliates provides or may provide investment advisory services. The nature and content of the views and statements provided to each of these persons may differ.

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          From time to time, employees of Invesco and its affiliates also may provide oral or written information (portfolio commentary) about a Fund, including, but not limited to, how the Fund’s investments are divided among various sectors, industries, countries, investment styles and capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond maturities, bond coupons and bond credit quality ratings. This portfolio commentary may also include information on how these various weightings and factors contributed to Fund performance. Invesco may also provide oral or written information (statistical information) about various financial characteristics of a Fund or its underlying portfolio securities including, but not limited to, alpha, beta, R-squared, coefficient of determination, duration, maturity, information ratio, sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical information about a Fund may be based on the Fund’s portfolio as of the most recent quarter-end or the end of some other interim period, such as month-end. The portfolio commentary and statistical information may be provided to various persons, including those described in the preceding paragraph. The nature and content of the information provided to each of these persons may differ.
           Disclosure of portfolio holdings by traders. Additionally, employees of Invesco and its affiliates may disclose one or more of the portfolio securities of a Fund when purchasing and selling securities through broker-dealers, requesting bids on securities, obtaining price quotations on securities, or in connection with litigation involving the Funds’ portfolio securities. Invesco does not enter into formal Non-disclosure Agreements in connection with these situations; however, the Funds would not continue to conduct business with a person who Invesco believed was misusing the disclosed information.
           Disclosure of portfolio holdings of other Invesco-managed products. Invesco and its affiliates manage products sponsored by companies other than Invesco, including investment companies, offshore funds, and separate accounts. In many cases, these other products are managed in a similar fashion to certain Invesco Funds (as defined herein) and thus have similar portfolio holdings. The sponsors of these other products managed by Invesco and its affiliates may disclose the portfolio holdings of their products at different times than Invesco discloses portfolio holdings for the Invesco Funds.
          Invesco provides portfolio holdings information for portfolios of Invesco Variable Insurance Funds (the Insurance Funds) to insurance companies whose variable annuity and variable life insurance accounts invest in the Insurance Funds (Insurance Companies). Invesco may disclose portfolio holdings information for the Insurance Funds to Insurance Companies with which Invesco has entered into Non-disclosure Agreements up to five days prior to the scheduled dates for Invesco’s disclosure of similar portfolio holdings information for other Invesco Funds on www.invesco.com/us . Invesco provides portfolio holdings information for the Insurance Funds to such Insurance Companies to allow them to disclose this information on their websites at approximately the same time that Invesco discloses portfolio holdings information for the other Invesco Funds on its website. Invesco manages the Insurance Funds in a similar fashion to certain other Invesco Funds and thus the Insurance Funds and such other Invesco Funds have similar portfolio holdings. Invesco does not disclose the portfolio holdings information for the Insurance Funds on its website, and not all Insurance Companies disclose this information on their websites.

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MANAGEMENT OF THE TRUST
Board of Trustees
          The Trustees and officers of the Trust, their principal occupations during at least the last five years and certain other information concerning them are set forth in Appendix C.
Qualifications and Experience.
          In addition to the information set forth in Appendix C, the following sets forth additional information about the qualifications and experiences of each of the Trustees.
David C. Arch, Trustee
          Mr. Arch has been a member of the Board of Trustees since 2010.
          Currently, Mr. Arch is the Chairman and Chief Executive Officer of Blistex, Inc., a consumer health care products manufacturer. Mr. Arch is a member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago and member of the Board of the Illinois Manufacturers’ Association. Mr. Arch is also a member of the Board of Visitors, Institute for the Humanities, University of Michigan. From 1984 to 2010, Mr. Arch served as Director or Trustee of investment companies in the Van Kampen Funds complex.
          The Board believes that Mr. Arch’s experience as the CEO of a public company and his experience with investment companiesbenefits the Funds.
Bob R. Baker, Trustee
          Bob R. Baker has been a member of the Board of Trustees of the Invesco Funds and predecessors funds since 1982.
          Mr. Baker currently is Manager, USA Signs International LLC and China Consulting Connection LLC. Previously, Mr. Baker was president and chief executive officer of AMC Cancer Research Center in Denver, CO. He previously served as Chief Executive Officer and Chairman, First Columbia Financial Corporation and its operating subsidiaries, based in Englewood, CO. The Board believes that Mr. Baker’s experience as the CEO of a financial institution and familiarity with the financial services industry benefits the Funds.
Frank S. Bayley, Trustee
          Frank S. Bayley has been a member of the Board of Trustees of the Invesco Funds and its predecessor funds since 1985. Mr. Bayley is a business consultant in San Francisco. He is Chairman and a Director of the C. D. Stimson Company, a private investment company in Seattle.
          Mr. Bayley serves as a Trustee of the Seattle Art Museum, a Trustee of San Francisco Performances, and a Trustee and Overseer of The Curtis Institute of Music in Philadelphia. He also serves on the East Asian Art Committee of the Philadelphia Museum of Art and the Visiting Committee for Art of Asia, Oceana and Africa of the Museum of Fine Arts, Boston.
          Mr. Bayley is a retired partner of the international law firm of Baker & McKenzie LLP, where his practice focused on business acquisitions and venture capital transactions. Prior to joining Baker & McKenzie LLP in 1986, he was a partner of the San Francisco law firm of Chickering & Gregory. He received his A.B. from Harvard College in 1961, his LL.B. from Harvard Law School in 1964, and his

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LL.M. from Boalt Hall at the University of California, Berkeley, in 1965. Mr. Bayley served as a Trustee of the Badgley Funds from inception in 1998 until dissolution in 2007.
          The Board believes that Mr. Bayley’s experience as a business consultant and a lawyer benefits the Funds.
James T. Bunch, Trustee
          James T. Bunch has been a member of the Board of Trustees of the Invesco Funds and predecessor funds since 2000.
          Mr. Bunch is Founding Partner of Green Manning & Bunch, Ltd. a leading investment banking firm located in Denver, Colorado. Green Manning & Bunch is a FINRA-registered investment bank specializing in mergers and acquisitions, private financing of middle-market companies and corporate finance advisory services. Mr. Bunch and his partners formed Green Manning & Bunch in 1988. Immediately prior to forming Green Manning and Bunch, Mr. Bunch was Executive Vice President, General Counsel, and a Director of Boettcher & Company, then the leading investment banking firm in the Rocky Mountain region.
          Mr. Bunch began his professional career as a practicing attorney. He joined the prominent Denver-based law firm of Davis Graham & Stubbs in 1970 and later rose to the position of Chairman and Managing Partner of the firm.
          At various other times during his career, Mr. Bunch has served as Chair of the NASD Business District Conduct Committee, and Chair of the Colorado Bar Association Ethics Committee.
          The Board believes that Mr. Bunch’s experience as an investment banker and investment management lawyer benefits the Funds.
Bruce K. Crockett, Trustee and Chair
          Bruce L. Crockett has been a member of the Board of Trustees of the Invesco Funds since 1978, and has served as Independent Chair of the Board of Trustees since 2004.
          Mr. Crockett has more than 30 years of experience in finance and general management in the banking, aerospace and telecommunications industries. From 1992 to 1996, he served as president, chief executive officer and a director of COMSAT Corporation, an international satellite and wireless telecommunications company.
          Mr. Crockett has also served, since 1996, as chairman of Crockett Technologies Associates, a strategic consulting firm that provides services to the information technology and communications industries. Mr. Crockett also serves on the Board of Directors of ACE Limited, a Zurich-based insurance company. He is a life trustee of the University of Rochester Board of Directors.
          The Board of Trustees elected Mr. Crockett to serve as its Independent Chair because of his extensive experience in managing public companies and familiarity with investment companies.
Rod Dammeyer, Trustee
          Mr. Dammeyer has been a member of the Board of Trustees since 2010.
          Since 2001, Mr. Dammeyer has been President of CAC, LLC, a private company offering capital investment and management advisory services. Previously, Mr. Dammeyer served as Managing Partner at Equity Group Corporate Investments; Chief Executive Officer of Itel Corporation; Senior Vice President and Chief Financial Officer of Household International, Inc.; and Executive Vice President and Chief Financial Officer of Northwest Industries, Inc.
          Mr. Dammeyer was a Partner of Arthur Andersen & Co., an international accounting firm.

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          Mr. Dammeyer currently serves as a Director of Quidel Corporation and Stericycle, Inc. Previously, Mr. Dammeyer has served as a Trustee of The Scripps Research Institute; and a Director of Ventana Medical Systems, Inc.; GATX Corporation; TheraSense, Inc.; TeleTech Holdings Inc.; and Arris Group, Inc.
          From 1987 to 2010, Mr. Dammeyer served as Director or Trustee of investment companies in the Van Kampen Funds complex.
          The Board believes that Mr. Dammeyer’s experience in executive positions at a number of public companies, his accounting experience and his experience serving as a director of investment companies benefits the Funds.
Albert R. Dowden, Trustee
          Albert R. Dowden has been a member of the Board of Trustees of the Invesco Funds since 2000.
          Mr. Dowden retired at the end of 1998 after a 24 -year career with Volvo Group North America, Inc. and Volvo Cars of North America, Inc. Mr. Dowden joined Volvo as general counsel in 1974 and was promoted to increasingly senior positions until 1991 when he was appointed president, chief executive officer and director of Volvo Group North America and senior vice president of Swedish parent company AB Volvo.
          Since retiring, Mr. Dowden continues to serve on the board of the Reich & Tang Funds and also serves on the boards of Homeowners of America Insurance Company and its parent company as well as Nature’s Sunshine Products, Inc. and The Boss Group. Mr. Dowden’s charitable endeavors currently focus on Boys & Girls Clubs where he has been active for many years as well as several other not-for-profit organizations.
          Mr. Dowden began his career as an attorney with a major international law firm, Rogers & Wells (1967-1976), which is now Clifford Chance.
          The Board believes that Mr. Dowden’s extensive experience as a corporate executive benefits the Funds.
Jack M. Fields, Trustee
          Jack M. Fields has been a member of the Board of Trustees of the Invesco Funds since 1997.
          Mr. Fields served as a member of Congress, representing the 8 th Congressional District of Texas from 1980 to 1997. As a member of Congress, Mr. Fields served as Chairman of the House Telecommunications and Finance Subcommittee, which has jurisdiction and oversight of the Federal Communications Commission and the Securities and Exchange Commission. Mr. Fields co-sponsored the National Securities Markets Improvements Act of 1996, and played a leadership role in enactment of the Securities Litigation Reform Act.
          Mr. Fields currently serves as Chief Executive Officer of the Twenty-First Century Group in Washington, D.C., a bipartisan Washington consulting firm specializing in Federal government affairs.
          Mr. Fields also serves as a Director of Administaff (NYSE: ASF), a premier professional employer organization with clients nationwide. In addition, Jack sits on the Board of the Discovery Channel Global Education Fund, a nonprofit organization dedicated to providing educational resources to people in need around the world through the use of technology.

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          The Board believes that Mr. Fields experience in the House of Representatives, especially concerning regulation of the securities markets, benefits the Funds.
Martin L. Flanagan Trustee
          Martin Flanagan has been a member of the Board of Trustees of the Invesco Group of Funds since 2007. Mr. Flanagan is president and chief executive officer of Invesco, Ltd., a position he has held since August 2005. He is also a member of the Board of Directors of Invesco, Ltd.
          Mr. Flanagan joined Invesco, Ltd. from Franklin Resources, Inc., where he was president and co-chief executive officer from January 2004 to July 2005. Previously he had been Franklin’s co-president from May 2003 to January 2004, chief operating officer and chief financial officer from November 1999 to May 2003, and senior vice president and chief financial officer from 1993 until November 1999.
          Mr. Flanagan served as director, executive vice president and chief operating officer of Templeton, Galbraith & Hansberger, Ltd. before its acquisition by Franklin in 1992. Before joining Templeton in 1983, he worked with Arthur Anderson & Co.
          Mr. Flanagan is a chartered financial analyst and a certified public accountant. He serves as vice chairman of the Investment Company Institute and a member of the executive board at the SMU Cox School of Business.
          The Board believes that Mr. Flanagan’s long experience as an executive in the investment management area benefits the Funds.
Carl Frischling, Trustee
          Carl Frischling has been a member of the Board of Trustees of the Invesco Funds since 1977. Mr. Frischling is senior partner of the Financial Services Group of Kramer Levin, a law firm that represents the Funds’ independent trustees. He is a pioneer in the field of bank-related mutual funds and has counseled clients in developing and structuring comprehensive mutual fund complexes. Mr. Frischling also advises mutual funds and their independent directors/trustees on their fiduciary obligations under federal securities laws.
          Prior to his practicing law, he was chief administrative officer and general counsel of a large mutual fund complex that included a retail and institutional sales force, investment counseling and an internal transfer agent. During his ten years with the organization, he developed business expertise in a number of areas within the financial services complex. He served on the Investment Company Institute Board and was involved in ongoing matters with all of the regulatory areas overseeing this industry.
          Mr. Frischling is a board member of the Mutual Fund Director’s Forum. He also serves as a trustee of the Reich & Tang Funds, a registered investment company. Mr. Frischling serves as a Trustee of the Yorkville Youth Athletic Association and is a member of the Advisory Board of Columbia University Medical Center.
          The Board believes that Mr. Frischling’s experience as an investment management lawyer and his long involvement with investment companies benefits the Funds.
Dr. Prema Mathai-Davis Trustee
          Prema Mathai-Davis has been a member of the Board of Trustee of the Invesco Group of Funds since 1998.
          Prior to her retirement in 2000, Dr. Mathai-Davis served as Chief Executive Officer of the

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YWCA of the USA. Prior to joining the YWCA, Dr. Mathai-Davis served as the Commissioner of the New York City Department for the Aging. She was a Commissioner of the New York Metropolitan Transportation Authority of New York, the largest regional transportation network in the U.S. Dr. Mathai-Davis also serves as a Trustee of the YWCA Retirement Fund, the first and oldest pension fund for women, and on the advisory board of the Johns Hopkins Bioethcs Institute. Dr. Mathai-Davis was the president and chief executive officer of the Community Agency for Senior Citizens, a non-profit social service agency that she established in 1981. She also directed the Mt. Sinai School of Medicine-Hunter College Long-Term Care Gerontology Center, one of the first of its kind.
          The Board believes that Dr. Mathai-Davis extensive experience in running public and charitable institutions benefits the Funds.
Lewis Pennock, Trustee
          Lewis Pennock has been a member of the Board of Trustees of the Invesco Funds since 1981. Mr. Pennock has been practicing law in Houston, Texas since 1967. His practice focuses primarily on commercial lending transactions.
          The Board believes that Mr. Pennock’s long association as a Trustee of the Funds and his extensive legal experience benefit the Funds.
Dr. Larry Soll, Trustee
          Dr. Larry Soll has been a member of the Board of Trustees of the Invesco Group of Funds and its predecessor since 1997.
          Formerly, Dr. Soll was chairman of the board (1987 to 1994), chief executive officer (1982 to 1989; 1993 to 1994), and president (1982 to 1989) of Synergen Corp., a biotechnology company, in Boulder, CO. He was also a faculty member at the University of Colorado (1974-1980).
          The Board believes that Dr. Soll’s experience as a chairman of a public company and in academia benefits the Fund.
Hugo F. Sonnenschein, Trustee
          Mr. Sonnenschein has been a member of the Board of Trustees since 2010.
          Mr. Sonnenschein is the President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Until July 2000, Mr. Sonnenschein served as President of the University of Chicago.
          Mr. Sonnenschein is a Trustee of the University of Rochester and a member of its investment committee. He is also a member of the National Academy of Sciences and the American Philosophical Society, and a Fellow of the American Academy of Arts and Sciences. From 1994 to 2010, Mr. Sonnenschein served as Director or Trustee of investment companies in the Van Kampen Funds complex.
          The Board believes that Mr. Sonnenschein’s experiences in academia and in running a university, and his experience as a director of investment companies benefits the Funds.
Raymond Stickel, Trustee
          Raymond Stickel retired after a 35-year career with Deloitte & Touche. For the last five years of his career, he was the managing partner of the Investment Management practice for the New York, New Jersey and Connecticut region. In addition to his management role, he directed audit and tax services to several mutual fund clients.

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          Mr. Stickel began his career with Touche Ross & Co. in Dayton, Ohio, became a partner in 1976 and managing partner of the office in 1985. He also started and developed an investment management practice in the Dayton office that grew to become a significant source of investment management talent for the Firm. In Ohio, he served as the audit partner on numerous mutual funds and on public and privately held companies in other industries. Mr. Stickel has also served on the Firm’s Accounting and Auditing Executive Committee.
          The Board believes that Mr. Stickel’s experience as a partner in a large accounting firm working with investment managers and investment companies, and his status as an Audit Committee Financial Expert, benefits the Funds.
Philip Taylor, Trustee
          Philip Taylor has been a member of the Board of the Invesco Funds since 2006. Mr. Taylor has headed Invesco’s North American retail business as Senior Managing Director since April 2006. He previously served as chief executive officer of Invesco Trimark Investments since January 2002.
          Mr. Taylor joined Invesco in 1999 as senior vice president of operations and client services and later became executive vice president and chief operating officer.
          Mr. Taylor was president of Canadian retail broker Investors Group Securities from 1994 to 1997 and managing partner of Meridian Securities, an execution and clearing broker, from 1989 to 1994. He held various management positions with Royal Trust, now part of Royal Bank of Canada, from 1982 to 1989. He began his career in consumer brand management in the U.S. and Canada with Richardson-Vicks, now part of Procter & Gamble.
          The Board believes that Mr. Taylor’s long experience in the investment management business benefits the Funds.
Wayne W. Whalen, Trustee
          Mr. Whalen has been a member of the Board of Trustees since 2010.
          Mr. Whalen is Of Counsel, and prior to 2010, Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP.
          Mr. Whalen is a Director of the Abraham Lincoln Presidential Library Foundation. From 1995 to 2010, Mr. Whalen served as Director or Trustee of investment companies in the Van Kampen Funds complex.
          The Board believes that Mr. Whalen’s experience as a law firm Partner and his experience as a director of investment companies benefits the Funds.
Management Information
          The Trustees have the authority to take all actions necessary in connection with the business affairs of the Trust, including, among other things, approving the investment objectives, policies and procedures for the Funds. The Trust enters into agreements with various entities to manage the day-to-day operations of the Funds, including the Funds’ investment advisers, administrator, transfer agent, distributor and custodians. The Trustees are responsible for selecting these service providers and approving the terms of their contracts with the Funds, and exercising general oversight of these service providers on an ongoing basis.
          Certain trustees and officers of the Trust are affiliated with Invesco and Invesco Ltd., the parent corporation of Invesco. All of the Trust’s executive officers hold similar offices with some or all of the other Funds.

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           Leadership Structure and the Board of Trustees . The Board is currently composed of seventeen Trustees, including fourteen Trustees who are not “interested persons” of the Fund, as that term is defined in the 1940 Act (collectively, the Independent Trustees and each an Independent Trustee). In addition to eight regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. As discussed below, the Board has established six committees to assist the Board in performing its oversight responsibilities.
          The Board has appointed an Independent Trustee to serve in the role of Chairman. The Chairman’s primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board and matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other Trustees generally between meetings. The Chairman may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the Trust’s Declaration of Trust or By-laws, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally. The Fund has substantially the same leadership structure as the Trust.
           Risk Oversight. The Board considers risk management issues as part of its general oversight responsibilities throughout the year at regular meetings of the Investments, Audit, Compliance and Valuation, Distribution and Proxy Oversight Committees (as defined and further described below). These Committees in turn report to the full Board and recommend actions and approvals for the full Board to take.
          Invesco prepares regular reports that address certain investment, valuation and compliance matters, and the Board as a whole or the Committees may also receive special written reports or presentations on a variety of risk issues at the request of the Board, a Committee or the Senior Officer. In addition, the Audit Committee of the Board meets regularly with Invesco Ltd.’s internal audit group to review reports on their examinations of functions and processes within the Adviser that affect the Funds.
          The Investments Committee and its sub-committees receive regular written reports describing and analyzing the investment performance of the Funds. In addition, the portfolio managers of the Funds meet regularly with the sub-committees of the Investment Committee to discuss portfolio performance, including investment risk, such as the impact on the Funds of the investment in particular securities or instruments, such as derivatives. To the extent that a Fund changes a particular investment strategy that could have a material impact on the Fund’s risk profile, the Board generally is consulted in advance with respect to such change.
          The Adviser provides regular written reports to the Valuation, Distribution and Proxy Oversight Committee that enable the Committee to monitor the number of fair valued securities in a particular portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports also include information concerning illiquid securities within a Fund’s portfolio. In addition, the Audit Committee reviews valuation procedures and pricing results with the Fund’s independent auditors in connection with such Committee’s review of the results of the audit of the Fund’s year end financial statement.
          The Compliance Committee receives regular compliance reports prepared by the Adviser’s compliance group and meets regularly with the Fund’s Chief Compliance Officer (CCO) to discuss compliance issues, including compliance risks. As required under SEC rules, the Independent Trustees meet at least quarterly in executive session with the CCO and the Fund’s CCO prepares and presents an annual written compliance report to the Board. The Compliance Committee recommends and the Board adopts compliance policies and procedures for the Fund and approves such procedures for the Fund’s service providers. The compliance policies and procedures are specifically designed to detect and prevent and correct violations of the federal securities laws.
           Committee Structure. The standing committees of the Board are the Audit Committee, the Compliance Committee, the Governance Committee, the Investments Committee, the Valuation,

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Distribution and Proxy Oversight Committee and the Special Market Timing Litigation Committee (the Committees).
          The members of the Audit Committee are Messrs. James T. Bunch (Vice-Chair), Bruce L. Crockett, Lewis F. Pennock, Raymond Stickel, Jr. (Chair) and Dr. Larry Soll. The Audit Committee’s primary purposes are to: (i) oversee qualifications, independence and performance of the independent registered public accountants; (ii) appoint independent registered public accountants for the Funds; (iii) pre-approve all permissible audit and non-audit services that are provided to Funds by their independent registered public accountants to the extent required by Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve, in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the Funds’ independent registered public accountants to the Funds’ investment adviser and certain other affiliated entities; (v) review the audit and tax plans prepared by the independent registered public accountants; (vi) review the Funds’ audited financial statements; (vii) review the process that management uses to evaluate and certify disclosure controls and procedures in Form N-CSR; (viii) review the process for preparation and review of the Funds’ shareholder reports; (ix) review certain tax procedures maintained by the Funds; (x) review modified or omitted officer certifications and disclosures; (xi) review any internal audits of the Funds; (xii) establish procedures regarding questionable accounting or auditing matters and other alleged violations; (xiii) set hiring policies for employees and proposed employees of the Funds who are employees or former employees of the independent registered public accountants; and (xiv) remain informed of (a) the Funds’ accounting systems and controls, (b) regulatory changes and new accounting pronouncements that affect the Funds’ net asset value calculations and financial statement reporting requirements, and (c) communications with regulators regarding accounting and financial reporting matters that pertain to the Funds. During the fiscal year ended December 31, 2009, the Audit Committee held six meetings.
          The members of the Compliance Committee are Messrs. Frank S. Bayley, Crockett (Chair), Albert R. Dowden (Vice Chair) and Stickel. The Compliance Committee is responsible for: (i) recommending to the Board and the independent trustees the appointment, compensation and removal of the Funds’ Chief Compliance Officer; (ii) recommending to the independent trustees the appointment, compensation and removal of the Funds’ Senior Officer appointed pursuant to the terms of the Assurances of Discontinuance entered into by the New York Attorney General, Invesco and INVESCO Funds Group, Inc. (IFG); (iii) reviewing any report prepared by a third party who is not an interested person of Invesco, upon the conclusion by such third party of a compliance review of Invesco; (iv) reviewing all reports on compliance matters from the Funds’ Chief Compliance Officer, (v) reviewing all recommendations made by the Senior Officer regarding Invesco’s compliance procedures, (vi) reviewing all reports from the Senior Officer of any violations of state and federal securities laws, the Colorado Consumer Protection Act, or breaches of Invesco’s fiduciary duties to Fund shareholders and of Invesco’s Code of Ethics; (vii) overseeing all of the compliance policies and procedures of the Funds and their service providers adopted pursuant to Rule 38a-1 of the 1940 Act; (viii) from time to time, reviewing certain matters related to redemption fee waivers and recommending to the Board whether or not to approve such matters; (ix) receiving and reviewing quarterly reports on the activities of Invesco’s Internal Compliance Controls Committee; (x) reviewing all reports made by Invesco’s Chief Compliance Officer; (xi) reviewing and recommending to the independent trustees whether to approve procedures to investigate matters brought to the attention of Invesco’s ombudsman; (xii) risk management oversight with respect to the Funds and, in connection therewith, receiving and overseeing risk management reports from Invesco Ltd. that are applicable to the Funds or their service providers; and (xiii) overseeing potential conflicts of interest that are reported to the Compliance Committee by Invesco, the Chief Compliance Officer, the Senior Officer and/or the Compliance Consultant. During the fiscal year ended December 31, 2009, the Compliance Committee held seven meetings.
          The members of the Governance Committee are Messrs. Bob R. Baker, Bayley, Dowden (Chair), Jack M. Fields (Vice Chair), Carl Frischling and Dr. Prema Mathai-Davis. The Governance Committee is responsible for: (i) nominating persons who will qualify as independent trustees for (a) election as trustees in connection with meetings of shareholders of the Funds that are called to vote on the election of trustees, (b) appointment by the Board as trustees in connection with filling vacancies

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that arise in between meetings of shareholders; (ii) reviewing the size of the Board, and recommending to the Board whether the size of the Board shall be increased or decreased; (iii) nominating the Chair of the Board; (iv) monitoring the composition of the Board and each committee of the Board, and monitoring the qualifications of all trustees; (v) recommending persons to serve as members of each committee of the Board (other than the Compliance Committee), as well as persons who shall serve as the chair and vice chair of each such committee; (vi) reviewing and recommending the amount of compensation payable to the independent trustees; (vii) overseeing the selection of independent legal counsel to the independent trustees; (viii) reviewing and approving the compensation paid to independent legal counsel to the independent trustees; (ix) reviewing and approving the compensation paid to counsel and other advisers, if any, to the Committees of the Board; and (x) reviewing as they deem appropriate administrative and/or logistical matters pertaining to the operations of the Board. During the fiscal year ended December 31, 2009, the Governance Committee held six meetings.
          The Governance Committee will consider nominees recommended by a shareholder to serve as trustees, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which trustees will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. Notice procedures set forth in the Trust’s bylaws require that any shareholder of a Fund desiring to nominate a trustee for election at a shareholder meeting must submit to the Trust’s Secretary the nomination in writing not later than the close of business on the later of the 90 th day prior to such shareholder meeting or the tenth day following the day on which public announcement is made of the shareholder meeting and not earlier than the close of business on the 120 th day prior to the shareholder meeting.
          The members of the Investments Committee are Messrs. Baker (Vice Chair), Bayley (Chair), Bunch, Crockett, Dowden, Fields, Martin L. Flanagan, Frischling, Pennock, Stickel, Philip A. Taylor and Drs. Mathai-Davis (Vice Chair) and Soll (Vice-Chair). The Investments Committee’s primary purposes are to: (i) assist the Board in its oversight of the investment management services provided by Invesco Ltd. and the Sub-Advisers; and (ii) review all proposed and existing advisory and sub-advisory arrangements for the Funds, and to recommend what action the full Boards and the independent trustees take regarding the approval of all such proposed arrangements and the continuance of all such existing arrangements. During the fiscal year ended December 31, 2009, the Investments Committee held six meetings.
          The Investments Committee has established three Sub-Committees. The Sub-Committees are responsible for: (i) reviewing the performance, fees and expenses of the Funds that have been assigned to a particular Sub-Committee (for each Sub-Committee, the Designated Funds), unless the Investments Committee takes such action directly; (ii) reviewing with the applicable portfolio managers from time to time the investment objective(s), policies, strategies and limitations of the Designated Funds; (iii) evaluating the investment advisory, sub-advisory and distribution arrangements in effect or proposed for the Designated Funds, unless the Investments Committee takes such action directly; (iv) being familiar with the registration statements and periodic shareholder reports applicable to their Designated Funds; and (v) such other investment-related matters as the Investments Committee may delegate to the Sub-Committee from time to time.
               The members of the Valuation, Distribution and Proxy Oversight Committee are Messrs. Baker, Bunch, Fields, Frischling (Chair), Pennock (Vice Chair), Taylor and Drs. Mathai-Davis and Soll. The primary purposes of the Valuation, Distribution and Proxy Oversight Committee are: (a) to address issues requiring action or oversight by the Board of the Invesco Funds (i) in the valuation of the Invesco Funds’ portfolio securities consistent with the Pricing Procedures, (ii) in oversight of the creation and maintenance by the principal underwriters of the Invesco Funds of an effective distribution and marketing system to build and maintain an adequate asset base and to create and maintain economies of scale for the Invesco Funds, (iii) in the review of existing distribution arrangements for the Invesco Funds under Rule 12b-1 and Section 15 of the 1940 Act, and (iv) in the oversight of proxy voting on portfolio securities of the Funds; and (b) to make regular reports to the full Boards of the Invesco Funds.

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          The Valuation, Distribution and Proxy Oversight Committee is responsible for: (a) with regard to valuation, (i) developing an understanding of the valuation process and the Pricing Procedures, (ii) reviewing the Pricing Procedures and making recommendations to the full Board with respect thereto, (iii) reviewing the reports described in the Pricing Procedures and other information from Invesco Ltd. regarding fair value determinations made pursuant to the Pricing Procedures by Invesco’s internal valuation committee and making reports and recommendations to the full Board with respect thereto, (iv) receiving the reports of Invesco’s internal valuation committee requesting approval of any changes to pricing vendors or pricing methodologies as required by the Pricing Procedures and the annual report of Invesco Ltd. evaluating the pricing vendors, approving changes to pricing vendors and pricing methodologies as provided in the Pricing Procedures, and recommending annually the pricing vendors for approval by the full Board; (v) upon request of Invesco, assisting Invesco’s internal valuation committee or the full Board in resolving particular fair valuation issues; (vi) reviewing the reports described in the Procedures for Determining the Liquidity of Securities (the Liquidity Procedures) and other information from Invesco Ltd. regarding liquidity determinations made pursuant to the Liquidity Procedures by Invesco Ltd. and making reports and recommendations to the full Board with respect thereto, and (vii) overseeing actual or potential conflicts of interest by investment personnel or others that could affect their input or recommendations regarding pricing or liquidity issues; (b) with regard to distribution; (b) with regard to distribution and marketing, (i) developing an understanding of mutual fund distribution and marketing channels and legal, regulatory and market developments regarding distribution, (ii) reviewing periodic distribution and marketing determinations and annual approval of distribution arrangements and making reports and recommendations to the full Board with respect thereto, and (iii) reviewing other information from the principal underwriters to the Invesco Funds regarding distribution and marketing of the Invesco Funds and making recommendations to the full Board with respect thereto; and (c) with regard to proxy voting, (i) overseeing the implementation of the Proxy Voting Guidelines (the Guidelines) and the Proxy Policies and Procedures (the Proxy Procedures) by Invesco Ltd. and the Sub-Advisers, reviewing the Quarterly Proxy Voting Report and making recommendations to the full Board with respect thereto, (ii) reviewing the Guidelines and the Proxy Procedures and information provided by Invesco Ltd. and the Sub-Advisers regarding industry developments and best practices in connection with proxy voting and making recommendations to the full Board with respect thereto, and (iii) in implementing its responsibilities in this area, assisting Invesco Ltd. in resolving particular proxy voting issues. The Valuation, Distribution and Proxy Oversight Committee were formed effective January 1, 2008. It succeeded the Valuation Committee which existed prior to 2008. During the fiscal year ended December 31, 2009, the Valuation, Distribution and Proxy Oversight Committee held six meetings.
          The members of the Special Market Timing Litigation Committee are Messrs. Bayley, Bunch (Chair), Crockett and Dowden (Vice Chair). The Special Market Timing Litigation Committee is responsible: (i) for receiving reports from time to time from management, counsel for management, counsel for the Invesco Funds and special counsel for the independent trustees, as applicable, related to (a) the civil lawsuits, including purported class action and shareholder derivative suits, that have been filed against Funds concerning alleged excessive short term trading in shares of the Invesco Funds (market timing) and (b) the civil enforcement actions and investigations related to market timing activity in the Invesco Funds that were settled with certain regulators, including without limitation the SEC, the New York Attorney General and the Colorado Attorney General, and for recommending to the independent trustees what actions, if any, should be taken by the Invesco Funds in light of all such reports; (ii) for overseeing the investigation(s) on behalf of the independent trustees by special counsel for the independent trustees and the independent trustees’ financial expert of market timing activity in the Invesco Funds, and for recommending to the independent trustees what actions, if any, should be taken by the Invesco Funds in light of the results of such investigation(s); (iii) for (a) reviewing the methodology developed by Invesco Ltd.’s Independent Distribution Consultant (the Distribution Consultant) for the monies ordered to be paid under the settlement order with the SEC, and making recommendations to the independent trustees as to the acceptability of such methodology and (b) recommending to the independent trustees whether to consent to any firm with which the Distribution Consultant is affiliated entering into any employment, consultant, attorney-client, auditing or other

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professional relationship with Invesco, or any of its present or former affiliates, directors, officers, employees or agents acting in their capacity as such for the period of the Distribution Consultant’s engagement and for a period of two years after the engagement; and (iv) for taking reasonable steps to ensure that any Invesco Fund which the Special Market Timing Litigation Committee determines was harmed by improper market timing activity receives what the Special Market Timing Litigation Committee deems to be full restitution. During the fiscal year ended December 31, 2009, the Special Market Timing Litigation Committee held two meetings.
Trustee Ownership of Fund Shares
          The dollar range of equity securities beneficially owned by each trustee (i) in the Funds and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the Invesco Funds complex, is set forth in Appendix C.
Compensation
          Each trustee who is not affiliated with Invesco is compensated for his or her services according to a fee schedule that recognizes the fact that such trustee also serves as a trustee of other Invesco Funds. Each such trustee receives a fee, allocated among the Invesco Funds for which he or she serves as a trustee, that consists of an annual retainer component and a meeting fee component. The Chair of the Board and Chairs and Vice Chairs of certain committees receive additional compensation for their services. Information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with Invesco during the year ended December 31, 2009 is found in Appendix D.
          The trustees have adopted a retirement plan secured by the Funds for the trustees of the Trust who are not affiliated with Invesco. The trustees also have adopted a retirement policy that permits each non-Invesco-affiliated trustee to serve until December 31 of the year in which the trustee turns 75. A majority of the trustees may extend from time to time the retirement date of a trustee.
          Annual retirement benefits are available to each non-Invesco-affiliated trustee of the Trust and/or the other Invesco Funds (each, a Covered Fund) who became a trustee prior to December 1, 2008 and has at least five years of credited service as a trustee (including service to a predecessor fund) for a Covered Fund. Effective January 1, 2006, for retirements after December 31, 2005, the retirement benefits will equal 75% of the trustee’s annual retainer paid to or accrued by any Covered Fund with respect to such trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and the trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the trustee or deferred. The annual retirement benefit is payable in quarterly installments for a number of years equal to the lesser of (i) sixteen years or (ii) the number of such trustee’s credited years of service. If a trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased trustee’s designated beneficiary for the same length of time that the trustee would have received the payments based on his or her service or if the trustee has elected, in a discounted lump sum payment. A trustee must have attained the age of 65 (60 in the event of death or disability) to receive any retirement benefit. A trustee may make an irrevocable election to commence payment of retirement benefits upon retirement from the Board before age 72; in such a case, the annual retirement benefit is subject to a reduction for early payment.
Deferred Compensation Agreements
          Messrs. Crockett, Edward K. Dunn (a former trustee), Fields and Frischling and Drs. Mathai-Davis and Soll (for purposes of this paragraph only, the Deferring Trustees) have each executed a

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Deferred Compensation Agreement (collectively, the Compensation Agreements). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Trust, and such amounts are placed into a deferral account and deemed to be invested in one or more Invesco Funds selected by the Deferring Trustees. Distributions from the Deferring Trustees’ deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the Compensation Agreement) beginning on the date selected under the Compensation Agreement. If a Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring Trustees have the status of unsecured creditors of the Trust and of each other Invesco Fund from which they are deferring compensation.
Purchase of Class A Shares of the Funds at Net Asset Value
          The trustees and other affiliated persons of the Trust may purchase Class A shares of the Invesco Funds without paying an initial sales charge. Invesco Distributors permits such purchases because there is a reduced sales effort involved in sales to such purchasers, thereby resulting in relatively low expenses of distribution. For a complete description of the persons who will not pay an initial sales charge on purchases of Class A shares of the Invesco Funds, see “Purchase, Redemption and Pricing of Shares — Purchase and Redemption of Shares — Purchases of Class A Shares, Class A2 Shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund and Invesco Cash Reserve Shares of Invesco Money Market Fund — Purchases of Class A Shares at Net Asset Value.”
Code of Ethics
          Invesco, the Trust, Invesco Distributors and the Sub-Advisers each have adopted a Code of Ethics that applies to all Invesco Fund trustees and officers, and employees of Invesco, the Sub-Advisers and their affiliates, and governs, among other things, the personal trading activities of all such persons. Unless specifically noted, each Sub-Advisers’ Codes of Ethics do not materially differ from Invesco Code of Ethics discussed below. The Code of Ethics is intended to address conflicts of interest with the Trust that may arise from personal trading, including personal trading in most of the Invesco Funds. Personal trading, including personal trading involving securities that may be purchased or held by an Invesco Fund, is permitted under the Code subject to certain restrictions; however, employees are required to pre-clear security transactions with the Compliance Officer or a designee and to report transactions on a regular basis.
Proxy Voting Policies
          Invesco is comprised of two business divisions, Invesco and Invesco Institutional, each of which have adopted their own specific Proxy Voting Policies.
          The Board has delegated responsibility for decisions regarding proxy voting for securities held by each Fund to the following Adviser/Sub-Adviser(s), including as appropriate, separately to the named division of the Adviser:
     
Fund   Adviser/Sub-Adviser
Invesco Global Core Equity Fund
  Invesco Institutional — a division of
Invesco Advisers, Inc.
          Invesco (the Proxy Voting Entity) will vote such proxies in accordance with the proxy policies and procedures as outlined above, which have been reviewed and approved by the Board, and which

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are found in Appendix E. Any material changes to the proxy policies and procedures will be submitted to the Board for approval. The Board will be supplied with a summary quarterly report of the Fund’s proxy voting record. Information regarding how the Fund voted proxies related to its portfolio securities during the 12 months ended June 30, 2010 is available without charge at our Web site, www.invesco.com/us . This information is also available at the SEC Web site, http://www.sec.gov.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
          Information about the ownership of each class of the Funds’ shares by beneficial or record owners of such Fund and by trustees and officers as a group is found in Appendix F. A shareholder who owns beneficially 25% or more of the outstanding shares of a Fund is presumed to “control” that Fund.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser
          Invesco serves as the Funds’ investment adviser. The Adviser managers the investment operations of the Funds as well as other investment portfolios that encompass a broad range of investment objectives, and has agreed to perform or arrange for the performance of the Funds’ day-to-day management. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976. Invesco is an indirect, wholly owned subsidiary of Invesco Ltd. Invesco Ltd. and its subsidiaries are an independent global investment management group. Certain of the directors and officers of Invesco are also executive officers of the Trust and their affiliations are shown under “Management Information” herein.
          As investment adviser, Invesco supervises all aspects of the Funds’ operations and provides investment advisory services to the Funds. Invesco obtains and evaluates economic, statistical and financial information to formulate and implement investment programs for the Funds. The Master Investment Advisory Agreement (Advisory Agreement) provides that, in fulfilling its responsibilities, Invesco may engage the services of other investment managers with respect to one or more of the Funds. The investment advisory services of Invesco are not exclusive and Invesco is free to render investment advisory services to others, including other investment companies.
          Invesco is also responsible for furnishing to the Funds, at Invesco’s expense, the services of persons believed to be competent to perform all supervisory and administrative services required by the Funds, which in the judgment of the trustees, are necessary to conduct the respective businesses of the Funds effectively, as well as the offices, equipment and other facilities necessary for their operations. Such functions include the maintenance of each Fund’s accounts and records, and the preparation of all requisite corporate documents such as tax returns and reports to the SEC and shareholders.
          The Advisory Agreement provides that each Fund will pay or cause to be paid all expenses of such Fund not assumed by Invesco, including, without limitation: brokerage commissions, taxes, legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of

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each Fund in connection with membership in investment company organizations, and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds’ shareholders.
          Invesco, at its own expense, furnishes to the Trust office space and facilities. Invesco furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series of shares.
          Pursuant to its Advisory Agreement with the Trust, Invesco receives a monthly fee from each Fund calculated at the annual rates indicated in the second column below, based on the average daily net assets of each Fund during the year. Each Fund allocates advisory fees to a class based on the relative net assets of each class.
          Effective January 1, 2005, the adviser has contractually agreed to waive advisory fees to the extent necessary so that the advisory fees payable by each Fund do not exceed the maximum advisory fee rate set forth in the third column below. The maximum advisory fee rates are effective through the Committed Until Date set forth in the fourth column.
             
        Maximum Advisory   Maximum Advisory
    Annual Rate/Net Assets   Fee Rate after   Fee Rates Committed
Fund Name   Per Advisory Agreement   January 1, 2005   Until Date
 
           
Invesco Global Core Equity Fund
  0.80% of the first $250 million   N/A   N/A
 
  0.78% of the next $250 million        
 
  0.76% of the next $500 million        
 
  0.74% of the next $1.5 billion        
 
  0.72% of the next $2.5 billion        
 
  0.70% of the next $2.5 billion        
 
  0.68% of the next $2.5 billion        
 
  0.66% of amount over $10 billion        
          Invesco may from time to time waive or reduce its fee. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, Invesco will retain its ability to be reimbursed for such fee prior to the end of the respective fiscal year in which the voluntary fee waiver or reduction was made. Contractual fee waivers or reductions set forth in the Fee Table in a Prospectus may not be terminated or amended to the Funds’ detriment during the period stated in the agreement between Invesco and the Fund.
          Invesco has contractually agreed through at least June 30, 2011, to waive advisory fees payable by each Fund in an amount equal to 100% of the advisory fee Invesco receives from the Affiliated Money Market Funds as a result of each Fund’s investment of uninvested cash in the Affiliated Money Market Funds. See “Description of the Funds and Their Investments and Risks — Investment Strategies and Risks — Other Investments — Other Investment Companies.”
          Invesco also has contractually agreed through at least April 30, 2011, to waive advisory fees or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement) for the following Funds’ shares:

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Fund   Expense Limitation  
 
       
Invesco Global Core Equity Fund
       
Class A Shares
    2.25 %
Class B Shares
    3.00 %
Class C Shares
    3.00 %
Class R Shares
    _____ %
Class Y Shares
    2.00 %
Institutional Class Shares
    2.00 %
          The Total Annual Fund Operating Expenses used in determining whether a Fund meets or exceeds the expense limitations described above do not include Acquired Fund Fees and Expenses, which are required to be disclosed and included in the Total Annual Fund Operating expenses in a Fund’s prospectus fee table. Acquired Fund Fees and Expenses are not operating expenses of the Fund directly, but are fees and expenses, including management fees of the investment companies in which the Fund invest. As a result, the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement may exceed a Fund’s expenses limit.
          Such contractual fee waivers or reductions are set forth in the Fee Table to each Fund’s Prospectus. The Board of Trustees or Invesco may mutually agree to terminate the fee waiver arrangements at any time.
          The management fees payable by each Fund, the amounts waived by Invesco and the net fees paid by each Fund for the last three fiscal years ended December 31 are found in Appendix G.
Investment Sub-Advisers
          Invesco has entered into a Sub-Advisory Agreement with certain affiliates to serve as sub-advisers to each Fund, pursuant to which these affiliated sub-advisers may be appointed by Invesco from time to time to provide discretionary investment management services, investment advice, and/or order execution services to the Funds. These affiliated sub-advisers, each of which is a registered investment adviser under the Investment Advisers Act of 1940 are:
Invesco Asset Management Deutschland Gmbh (Invesco Deutschland)
Invesco Asset Management Limited (Invesco Asset Management)
Invesco Asset Management (Japan) Limited (Invesco Japan)
Invesco Australia Limited (Invesco Australia)
Invesco Hong Kong Limited (Invesco Hong Kong)
Invesco Senior Secured Management, Inc. (Invesco Senior Secured)
Invesco Trimark Ltd. (Invesco Trimark); (each a Sub-Adviser and collectively, the Sub-Advisers).
          Invesco and each Sub-Adviser are indirect wholly owned subsidiaries of Invesco Ltd.
The only fees payable to the Sub-Advisers under the Sub-Advisory Agreement are for providing discretionary investment management services. For such services, Invesco will pay each Sub-Adviser a fee, computed daily and paid monthly, equal to (i) 40% of the monthly compensation that Invesco receives from the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund as to which such Sub-Adviser shall have provided discretionary investment management services for that month divided by the net assets of such Fund for that month. Pursuant to the Sub-Advisory Agreement, this fee is reduced to reflect contractual or voluntary fee waivers or expense limitations by Invesco, if any, in effect from time to time. In no event shall the aggregate monthly fees paid to the Sub-Advisers under the Sub-Advisory Agreement exceed 40% of the monthly compensation that Invesco receives from the Trust pursuant to its advisory agreement with the Trust, as reduced to reflect contractual or voluntary fees waivers or expense limitations by Invesco, if any.

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Portfolio Managers
          Appendix H contains the following information regarding the portfolio managers identified in each Fund’s prospectus:
    The dollar range of the managers’ investments in each Fund.
 
    A description of the managers’ compensation structure.
Information regarding other accounts managed by the manager and potential conflicts of interest that might arise from the management of multiple accounts.
Securities Lending Arrangements
          If a Fund engages in securities lending, Invesco will provide the Fund investment advisory services and related administrative services. The Advisory Agreement describes the administrative services to be rendered by Invesco if a Fund engages in securities lending activities, as well as the compensation Invesco may receive for such administrative services. Services to be provided include: (a) overseeing participation in the securities lending program to ensure compliance with all applicable regulatory and investment guidelines; (b) assisting the securities lending agent or principal (the agent) in determining which specific securities are available for loan; (c) monitoring the agent to ensure that securities loans are effected in accordance with Invesco’s instructions and with procedures adopted by the Board; (d) preparing appropriate periodic reports for, and seeking appropriate approvals from, the Board with respect to securities lending activities; (e) responding to agent inquiries; and (f) performing such other duties as may be necessary.
     Invesco’s compensation for advisory services rendered in connection with securities lending is included in the advisory fee schedule. As compensation for the related administrative services Invesco will provide, a lending Fund will pay Invesco a fee equal to 25% of the net monthly interest or fee income retained or paid to the Fund from such activities. Invesco currently waives such fee, and has agreed to seek Board approval prior to its receipt of all or a portion of such fee.
Service Agreements
           Administrative Services Agreement. Invesco and the Trust have entered into a Master Administrative Services Agreement (Administrative Services Agreement) pursuant to which Invesco may perform or arrange for the provision of certain accounting and other administrative services to each Fund which are not required to be performed by Invesco under the Advisory Agreement. The Administrative Services Agreement provides that it will remain in effect and continue from year to year only if such continuance is specifically approved at least annually by the Board, including the independent trustees, by votes cast in person at a meeting called for such purpose . Under the Administrative Services Agreement, Invesco is entitled to receive from the Funds reimbursement of its costs or such reasonable compensation as may be approved by the Board. Currently, Invesco is reimbursed for the services of the Trust’s principal financial officer and her staff and any expenses related to fund accounting services.
          Administrative services fees paid to Invesco by each Fund for the last three fiscal years ended December 31 are found in Appendix I.

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Other Service Providers
           Transfer Agent . Invesco Investment Services, Inc., (Invesco Investment Services), 11 Greenway Plaza, Suite 100, Houston, Texas 77046, a wholly owned subsidiary of Invesco, is the Trust’s transfer agent.
          The Transfer Agency and Service Agreement (the TA Agreement) between the Trust and Invesco Investment Services provides that Invesco Investment Services will perform certain services related to the servicing of shareholders of the Funds. Other such services may be delegated or sub-contracted to third party intermediaries. For servicing accounts holding Class A, A3, B, C, P, R, S, Y, Invesco Cash Reserve and Investor Class shares, the TA Agreement provides that the Trust, on behalf of the Funds, will pay Invesco Investment Services an annual fee per open shareholder account plus certain out of pocket expenses. This fee is paid monthly at the rate of 1/12 of the annual rate and is based upon the number of open shareholder accounts during each month. For servicing accounts holding Institutional Class shares, the TA Agreement provides that the Trust, on behalf of the Funds, will pay Invesco Investment Services a fee per trade executed, to be billed monthly, plus certain out-of-pocket expenses. In addition, all fees payable by Invesco Investment Services or its affiliates to third party intermediaries who service accounts pursuant to sub-transfer agency, omnibus account services and sub-accounting agreements are charged back to the Funds, subject to certain limitations approved by the Board of the Trust. These payments are made in consideration of services that would otherwise be provided by Invesco Investment Services if the accounts serviced by such intermediaries were serviced by Invesco Investment Services directly. For more information regarding such payments to intermediaries, see the discussion under “Sub-Accounting and Network Support Payments” found in Appendix L.
           Sub-Transfer Agent. Invesco Trimark, 5140 Yonge Street, Suite 900, Toronto, Ontario M2N6X7, a wholly owned, indirect subsidiary of Invesco, provides services to the Trust as a sub-transfer agent, pursuant to an agreement between Invesco Trimark and Invesco Investment Services. The Trust does not pay a fee to Invesco Trimark for these services. Rather Invesco Trimark is compensated by Invesco Investment Services, as a sub-contractor.
           Custodian . State Street Bank and Trust Company (the Custodian), 225 Franklin Street, Boston, Massachusetts 02110, is custodian of all securities and cash of the Funds.
          The custodians are authorized to establish separate accounts in foreign countries and to cause foreign securities owned by the Funds to be held outside the United States in branches of U.S. banks and, to the extent permitted by applicable regulations, in certain foreign banks and securities depositories. Invesco is responsible for selecting eligible foreign securities depositories and for assessing the risks associated with investing in foreign countries, including the risk of using eligible foreign securities’ depositories in a country. The Custodian is responsible for monitoring eligible foreign securities depositories.
          Under its contract with the Trust, the Custodian maintains the portfolio securities of the Funds, administers the purchases and sales of portfolio securities, collects interest and dividends and other distributions made on the securities held in the portfolios of the Funds and performs other ministerial duties. These services do not include any supervisory function over management or provide any protection against any possible depreciation of assets.
           Independent Registered Public Accounting Firm . The Funds’ independent registered public accounting firm is responsible for auditing the financial statements of the Funds. The Audit Committee of the Board has appointed                                                                , as the independent registered public accounting firm to audit the financial statements of the Funds. Such appointment was ratified and approved by the Board.

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           Counsel to the Trust . Legal matters for the Trust have been passed upon by Stradley Ronon Stevens & Young, LLP, 2600 One Commerce Square, Philadelphia, Pennsylvania 19103.
BROKERAGE ALLOCATION AND OTHER PRACTICES
          The Sub-Advisers have adopted compliance procedures that cover, among other items, brokerage allocation and other trading practices. If all or a portion of a Fund’s assets are managed by one or more Sub-Advisers, the decision to buy and sell securities and broker selection will be made by the Sub-Adviser for the assets it manages. Unless specifically noted, the Sub-Advisers brokerage allocation procedures do not materially differ from Invesco’s procedures.
Brokerage Transactions
               Placing trades generally involves acting on portfolio manager instructions to buy or sell a specified amount of portfolio securities, including selecting one or more third-party broker-dealers to execute the trades, and negotiating commissions and spreads. Various Invesco Ltd. subsidiaries have created a global equity trading desk. The global equity trading desk has assigned local traders in three regions to place equity securities trades in their regions. The Atlanta trading desk of Invesco (the Americas Desk) generally places trades of equity securities in Canada, the U.S., Mexico and Brazil; the Hong Kong desk of Invesco Hong Kong (the Hong Kong Desk) generally places trades of equity securities in Australia, China, Hong Kong, Indonesia, Japan, Korea, Malaysia, New Zealand, the Philippines, Singapore, Taiwan, Thailand, and other far Eastern countries; and the London trading desk of Invesco Global Investment Funds Limited (the London Desk) generally places trades of equity securities in European Economic Area markets, Egypt, Israel, Russia, South Africa, Switzerland, Turkey, and other European countries. Invesco, Invesco Deutschland, and Invesco Hong Kong use the global equity trading desk to place equity trades. Other Sub-Advisers may use the global equity trading desk in the future. The trading procedures for the Americas Desk, the Hong Kong Desk and the London Desk are similar in all material respects.
               References in the language below to actions by Invesco or a Sub-Adviser (other than Invesco Trimark or Invesco Hong Kong) making determinations or taking actions related to equity trading include these entities’ delegation of these determinations/actions to the Americas Desk, the Hong Kong Desk, and the London Desk. Even when trading is delegated by Invesco or the Sub-Advisers to the various arms of the global equity trading desk, Invesco or the Sub-Advisers that delegate trading is responsible for oversight of this trading activity.
          Invesco or the Sub-Advisers make decisions to buy and sell securities for each Fund, selects broker-dealers (each, a Broker), effects the Funds’ investment portfolio transactions, allocates brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on transactions. Invesco’s and the Sub-Advisers’ primary consideration in effecting a security transaction is to obtain best execution, which is defined as prompt and efficient execution of the transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which are reasonable in relation to the value of the brokerage services provided by the Broker. While Invesco or the Sub-Advisers seek reasonably competitive commission rates, the Funds may not pay the lowest commission or spread available. See “Broker Selection” below.
          Some of the securities in which the Funds invest are traded in over-the-counter markets. Portfolio transactions in such markets may be effected on a principal basis at net prices without commissions, but which include compensation to the Broker in the form of a mark-up or mark-down, or on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker, including electronic communication networks. Purchases of underwritten issues, which include initial

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public offerings and secondary offerings, include a commission or concession paid by the issuer (not the Funds) to the underwriter. Purchases of money market instruments may be made directly from issuers without the payment of commissions.
          Historically, Invesco and the Sub-Advisers did not negotiate commission rates on stock markets outside the United States. In recent years many overseas stock markets have adopted a system of negotiated rates; however, a number of markets maintain an established schedule of minimum commission rates.
          In some cases, Invesco may decide to place trades on a “blind principal bid” basis, which involves combining all trades for one or more portfolios into a single basket, and generating a description of the characteristics of the basket for provision to potential executing brokers. Based on the trade characteristics information provided by Invesco, these brokers submit bids for executing all of the required trades at the market close price for a specific commission. Invesco generally selects the broker with the lowest bid to execute these trades.
          Brokerage commissions paid by each of the Fund’s during the last three fiscal years ended December 31 are found in Appendix J.
Commissions
          During the last three fiscal years ended December 31, none of the Funds paid brokerage commissions to Brokers affiliated with the Funds, Invesco (or Invesco Aim Advisers, Inc., former adviser to the Funds that merged into Invesco Advisers, Inc. on December 31, 2009), Invesco Distributors, the Sub-Advisers or any affiliates of such entities.
          The Funds may engage in certain principal and agency transactions with banks and their affiliates that own 5% or more of the outstanding voting securities of an Invesco Fund, provided the conditions of an exemptive order received by the Invesco Funds from the SEC are met. In addition, a Fund may purchase or sell a security from or to certain other Invesco Funds or other accounts (and may invest in the Affiliated Money Market Funds) provided the Funds follow procedures adopted by the Boards of the various Invesco Funds, including the Trust. These inter-fund transactions do not generate brokerage commissions but may result in custodial fees or taxes or other related expenses.
Broker Selection
          Invesco’s or the Sub-Advisers’ primary consideration in selecting Brokers to execute portfolio transactions for a Fund is to obtain best execution. In selecting a Broker to execute a portfolio transaction in equity securities for a Fund, Invesco or the Sub-Advisers consider the full range and quality of a Broker’s services, including the value of research and/or brokerage services provided, execution capability, commission rate, and willingness to commit capital, anonymity and responsiveness. Invesco’s and the Sub-Advisers’ primary consideration when selecting a Broker to execute a portfolio transaction in fixed income securities for a Fund is the Broker’s ability to deliver or sell the relevant fixed income securities; however, Invesco and the Sub-Advisers will also consider the various factors listed above. In each case, the determinative factor is not the lowest commission or spread available but whether the transaction represents the best qualitative execution for the Fund. Invesco and the Sub-Advisers will not select Brokers based upon their promotion or sale of Fund shares.
          In choosing Brokers to execute portfolio transactions for the Funds, Invesco or the Sub-Advisers may select Brokers that provide brokerage and/or research services (Soft Dollar Products) to the Funds and/or the other accounts over which Invesco and its affiliates have investment discretion. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides that Invesco or the Sub-Advisers, under certain circumstances, lawfully may cause an account to pay a higher commission than the lowest available. Under Section 28(e)(1), Invesco or the Sub-Advisers must make a good faith determination

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that the commissions paid are “reasonable in relation to the value of the brokerage and research services provided ... viewed in terms of either that particular transaction or [Invesco’s or the Sub-Advisers’] overall responsibilities with respect to the accounts as to which [it] exercises investment discretion.” The services provided by the Broker also must lawfully and appropriately assist Invesco or the Sub-Advisers in the performance of its investment decision-making responsibilities. Accordingly, a Fund may pay a Broker commissions higher than those available from another Broker in recognition of the Broker’s provision of Soft Dollar Products to Invesco or the Sub-Advisers.
          Invesco and the Sub-Advisers face a potential conflict of interest when they use client trades to obtain Soft Dollar Products. This conflict exists because Invesco and the Sub-Advisers are able to use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar Products, which reduces Invesco’s or the Sub-Advisers’ expenses to the extent that Invesco or the Sub-Advisers would have purchased such products had they not been provided by Brokers. Section 28(e) permits Invesco or the Sub-Advisers to use Soft Dollar Products for the benefit of any account it manages. Certain Invesco-managed accounts (or accounts managed by the Sub-Advisers) may generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other Invesco Advisers, Inc.-managed accounts (or Sub-Adviser-managed accounts), effectively cross subsidizing the other Invesco-managed accounts (or the other Sub-Adviser-managed accounts) that benefit directly from the product. Invesco or the Sub-Advisers may not use all of the Soft Dollar Products provided by Brokers through which a Fund effects securities transactions in connection with managing the Fund whose trades generated the soft dollars used to purchase such products.
          Invesco presently engages in the following instances of cross-subsidization:
          Smaller Funds that do not generate significant soft dollar commissions may by cross sub-subsidized by the larger equity Invesco Funds in that the smaller equity Funds receive the benefit of Soft Dollar Products for which they do not pay. Certain other accounts managed by Invesco or certain of its affiliates may benefit from Soft Dollar Products services for which they do not pay.
          Invesco and the Sub-Advisers attempt to reduce or eliminate the potential conflicts of interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar Products only if Invesco or the Sub-Advisers conclude that the Broker supplying the product is capable of providing best execution.
          Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis; other Soft Dollar Products are available only through Brokers in exchange for soft dollars. Invesco and the Sub-Advisers use soft dollars to purchase two types of Soft Dollar Products:
    proprietary research created by the Broker executing the trade, and
 
    other products created by third parties that are supplied to Invesco or the Sub-Advisers through the Broker executing the trade.
          Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by the in-house research staffs of broker-dealer firms. This research includes evaluations and recommendations of specific companies or industry groups, as well as analyses of general economic and market conditions and trends, market data, contacts and other related information and assistance. Invesco periodically rates the quality of proprietary research produced by various Brokers. Based on the evaluation of the quality of information that Invesco receives from each Broker, Invesco develops an estimate of each Broker’s share of Invesco clients’ commission dollars and attempts to direct trades to these firms to meet these estimates.
          Invesco and the Sub-Advisers also use soft dollars to acquire products from third parties that are supplied to Invesco or the Sub-Advisers through Brokers executing the trades or other Brokers who “step in” to a transaction and receive a portion of the brokerage commission for the trade. Invesco or the Sub-Advisers may from time to time instruct the executing Broker to allocate or “step out” a portion

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of a transaction to another Broker. The Broker to which Invesco or the Sub-Advisers have “stepped out” would then settle and complete the designated portion of the transaction, and the executing Broker would settle and complete the remaining portion of the transaction that has not been “stepped out.” Each Broker may receive a commission or brokerage fee with respect to that portion of the transaction that it settles and completes.
          Soft Dollar Products received from Brokers supplement Invesco’s and or the Sub-Advisers’ own research (and the research of certain of its affiliates), and may include the following types of products and services:
    Database Services — comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process).
 
    Quotation/Trading/News Systems — products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services.
 
    Economic Data/Forecasting Tools — various macro economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions.
 
    Quantitative/Technical Analysis — software tools that assist in quantitative and technical analysis of investment data.
 
    Fundamental/Industry Analysis — industry specific fundamental investment research.
 
    Other Specialized Tools — other specialized products, such as consulting analyses, access to industry experts, and distinct investment expertise such as forensic accounting or custom built investment-analysis software.
          If Invesco or the Sub-Advisers determine that any service or product has a mixed use (i.e., it also serves functions that do not assist the investment decision-making or trading process), Invesco or the Sub-Advisers will allocate the costs of such service or product accordingly in its reasonable discretion. Invesco or the Sub-Advisers will allocate brokerage commissions to Brokers only for the portion of the service or product that Invesco or the Sub-Advisers determine assists it in the investment decision-making or trading process and will pay for the remaining value of the product or service in cash.
          Outside research assistance is useful to Invesco or the Sub-Advisers because the Brokers used by Invesco or the Sub-Advisers tend to provide more in-depth analysis of a broader universe of securities and other matters than Invesco’s or the Sub-Advisers’ staff follow. In addition, such services provide Invesco or the Sub-Advisers with a diverse perspective on financial markets. Some Brokers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by Invesco’s or the Sub-Advisers’ clients, including the Funds. However, the Funds are not under any obligation to deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar Products may be obtainable from alternative sources in return for cash payments. Invesco and the Sub-Advisers believe that because Broker research supplements rather than replaces Invesco’s or the Sub-Advisers’ research, the receipt of such research tends to improve the quality of Invesco’s or the Sub-Advisers’ investment advice. The advisory fee paid by the Funds is not reduced because Invesco or the Sub-Advisers receive such services. To

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the extent the Funds’ portfolio transactions are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Funds might exceed those that might otherwise have been paid.
          Invesco or the Sub-Advisers may determine target levels of brokerage business with various Brokers on behalf of its clients (including the Funds) over a certain time period. Invesco determines target levels based upon the following factors, among others: (1) the execution services provided by the Broker; and (2) the research services provided by the Broker. Portfolio transactions may be effected through Brokers that recommend the Funds to their clients, or that act as agent in the purchase of a Fund’s shares for their clients, provided that Invesco or the Sub-Advisers believe such Brokers provide best execution and such transactions are executed in compliance with Invesco’s policy against using directed brokerage to compensate Brokers for promoting or selling Invesco Fund shares. Invesco and the Sub-Advisers will not enter into a binding commitment with Brokers to place trades with such Brokers involving brokerage commissions in precise amounts.
Directed Brokerage (Research Services)
          Directed brokerage (research services) paid by each of the Funds during the last fiscal year ended December 31, 2009 are found in Appendix K.
Regular Brokers
          Information concerning the Funds’ acquisition of securities of their Brokers during the last fiscal year ended December 31, 2009 is found in Appendix K.
Allocation of Portfolio Transactions
          Invesco and the Sub-Advisers manage numerous Invesco Funds and other accounts. Some of these accounts may have investment objectives similar to the Funds. Occasionally, identical securities will be appropriate for investment by one of the Funds and by another Fund or one or more other accounts. However, the position of each account in the same security and the length of time that each account may hold its investment in the same security may vary. Invesco and the Sub-Adviser will also determine the timing and amount of purchases for an account based on its cash position. If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and one or more other accounts, and is considered at or about the same time, Invesco or the Sub-Adviser will allocate transactions in such securities among the Fund(s) and these accounts on a pro rata basis based on order size or in such other manner believed by Invesco to be fair and equitable. Invesco or the Sub-Adviser may combine transactions in accordance with applicable laws and regulations to obtain the most favorable execution. Simultaneous transactions could, however, adversely affect a Fund’s ability to obtain or dispose of the full amount of a security which it seeks to purchase or sell.
Allocation of Initial Public Offering (IPO) Transactions
          Certain of the Invesco Funds or other accounts managed by Invesco may become interested in participating in IPOs. Purchases of IPOs by one Invesco Fund or other accounts may also be considered for purchase by one or more other Invesco Funds or accounts. Invesco combines indications of interest for IPOs for all Invesco Funds and accounts participating in purchase transactions for that IPO. When the full amount of all IPO orders for such Invesco Funds and accounts cannot be filled completely, Invesco shall allocate such transactions in accordance with the following procedures:
          Invesco or the Sub-Adviser may determine the eligibility of each Invesco Fund and account that seeks to participate in a particular IPO by reviewing a number of factors, including market capitalization/liquidity suitability and sector/style suitability of the investment with the Invesco Fund’s or account’s investment objective, policies, strategies and current holdings. Invesco will allocate securities issued in IPOs to eligible Invesco Funds and accounts on a pro rata basis based on order size.

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          Invesco Trimark, Invesco Australia, Invesco Hong Kong and Invesco Japan allocate IPOs on a pro rata basis based on size of order or in such other manner which they believe is fair and equitable.
          Invesco Asset Management allocates IPOs on a pro rata basis based on account size or in such other manner believed by Invesco Asset Management to be fair and equitable.
          Invesco Deutschland and Invesco Senior Secured do not subscribe to IPOs.
PURCHASE, REDEMPTION AND PRICING OF SHARES
          Please refer to Appendix L for information on Purchase, Redemption and Pricing of Shares.
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
Dividends and Distributions
          The following discussion of dividends and distributions should be read in connection with the applicable sections in the Prospectus.
          All dividends and distributions will be automatically reinvested in additional shares of the same class of a Fund (hereinafter, the Fund) unless the shareholder has requested in writing to receive such dividends and distributions in cash or that they be invested in shares of another Invesco Fund, subject to the terms and conditions set forth in the Prospectus under the caption “Purchasing Shares —Automatic Dividend and Distribution Investment.” Such dividends and distributions will be reinvested at the net asset value per share determined on the ex-dividend date.
          The Fund calculates income dividends and capital gain distributions the same way for each class. The amount of any income dividends per share will differ, however, generally due to any differences in the distribution and service (Rule 12b-1) fees applicable to the classes, as well as any other expenses attributable to a particular class (Class Expenses). Class Expenses, including distribution plan expenses, must be allocated to the class for which they are incurred consistent with applicable legal principles under the 1940 Act and the Code.
Tax Matters
          The following is a summary of certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.
          This “Tax Matters” section is based on the Code and applicable regulations in effect on the date of this Statement of Additional Information. Future legislative, regulatory or administrative changes or court decisions may significantly change the tax rules applicable to the Fund and its shareholders. Any of these changes or court decisions may have a retroactive effect.
           This is for general information only and not tax advice. All investors should consult their own tax advisors as to the federal, state, local and foreign tax provisions applicable to them.

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           Taxation of the Fund . The Fund has elected and intends to qualify (or, if newly organized, intends to elect and qualify) each year as a “regulated investment company” (sometimes referred to as a regulated investment company, RIC or fund) under Subchapter M of the Code. If the Fund qualifies, the Fund will not be subject to federal income tax on the portion of its investment company taxable income (i.e., generally, taxable interest, dividends, net short-term capital gains and other taxable ordinary income net of expenses without regard to the deduction for dividends paid) and net capital gain (i.e., the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders.
      Qualification as a regulated investment company . In order to qualify for treatment as a regulated investment company, the Fund must satisfy the following requirements:
    Distribution Requirement — the Fund must distribute at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (certain distributions made by the Fund after the close of its tax year are considered distributions attributable to the previous tax year for purposes of satisfying this requirement).
 
    Income Requirement — the Fund must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (QPTPs).
 
    Asset Diversification Test — the Fund must satisfy the following asset diversification test at the close of each quarter of the Fund’s tax year: (1) at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of the Fund’s total assets in securities of an issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Fund’s total assets may be invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies) or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses, or, collectively, in the securities of QPTPs.
     In some circumstances, the character and timing of income realized by the Fund for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by IRS with respect to such type of investment may adversely affect the Fund’s ability to satisfy these requirements. See “Tax Treatment of Portfolio Transactions” with respect to the application of these requirements to certain types of investments. In other circumstances, the Fund may be required to sell portfolio holdings in order to meet the Income Requirement, Distribution requirement, or Asset Diversification Test, which may have a negative impact on the Fund’s income and performance.
     The Fund may use “equalization accounting” (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If the Fund uses equalization accounting, it will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Fund shares and will correspondingly reduce the amount of such income and gains that it distributes in cash. However, the Fund intends to make cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the Distribution Requirement without taking into account its use of equalization accounting. If the IRS determines that the Fund’s allocation is improper and that the Fund has under-distributed its income and gain for any taxable year, the Fund may be liable for federal income and/or excise tax.

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     If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends will be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Fund’s current and accumulated earnings and profits. Failure to qualify as a regulated investment company thus would have a negative impact on the Fund’s income and performance. It is possible that the Fund will not qualify as a regulated investment company in any given tax year. Moreover, the Board reserves the right not to maintain the qualification of the Fund as a regulated investment company if it determines such a course of action to be beneficial to shareholders.
      Portfolio turnover. For investors that hold their Fund shares in a taxable account, a high portfolio turnover rate (except in a money market fund that maintains a stable net asset value) may result in higher taxes. This is because a Fund with a high turnover rate may accelerate the recognition of capital gains and more of such gains are likely to be taxable as short-term rather than long-term capital gains in contrast to a comparable Fund with a low turnover rate. Any such higher taxes would reduce the Fund’s after-tax performance. See “Taxation of Fund Distributions - Capital gain dividends”.
      Capital loss carryovers . For federal income tax purposes, the Fund is permitted to carry forward its net realized capital losses, if any, for eight years as a short-term capital loss and use such losses, subject to applicable limitations, to offset net capital gains without being required to pay taxes on or distribute such gains that are offset by the losses. However, the amount of capital losses that can be carried forward and used in any single year may be limited if the Fund experiences an “ownership change” within the meaning of Section 382 of the Code; this change generally results when the shareholders owning 5% or more of the Fund increase their aggregate holdings by more than 50% over a three-year period. An ownership change may result in capital loss carryovers that expire unused, thereby reducing a Fund’s ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to the Fund’s shareholders could result from an ownership change. The Fund undertakes no obligation to avoid or prevent an ownership change, which can occur in the normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free reorganization with another Fund. Moreover, because of circumstances beyond the Fund’s control, there can be no assurance that the Fund will not experience, or has not already experienced, an ownership change.
      Post-October losses . The Fund (unless its fiscal year ends in October) presently intends to elect to treat any net capital loss or any net long-term capital loss incurred after October 31 as if it had been incurred in the succeeding year in determining its taxable income for the current year. The effect of this election is to treat any such net loss incurred after October 31 as if it had been incurred in the succeeding year in determining the Fund’s net capital gain for capital gain dividend purposes. See “Taxation of Fund Distributions —Capital gain dividends”. The Fund also may elect to treat all or part of any net foreign currency loss incurred after October 31 as if it had been incurred in the succeeding taxable year.
      Undistributed capital gains . The Fund may retain or distribute to shareholders its net capital gain for each taxable year. The Fund currently intends to distribute net capital gains. If the Fund elects to retain its net capital gain, the Fund will be taxed thereon (except to the extent of any available capital loss carry forward) at the highest corporate tax rate (currently 35%). If the Fund elects to retain its net capital gain, it is expected that the Fund also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Fund on the gain and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.
      Asset allocation funds . If the Fund is a fund of funds, asset allocation fund, or a feeder fund in a master feeder structure (collectively referred to as a “fund of funds” which invests in one or more underlying funds taxable as regulated investment companies) distributions by the underlying funds, redemptions of shares in the underlying funds and changes in asset allocations may result in taxable

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distributions to shareholders of ordinary income or capital gains. A fund of funds (other than a feeder fund in a master feeder structure) will generally not be able currently to offset gains realized by one underlying fund in which the fund of funds invests against losses realized by another underlying fund. If shares of an underlying fund are purchased within 30 days before or after redeeming at a loss other shares of that underlying fund (whether pursuant to a rebalancing of the Fund’s portfolio or otherwise), all or a part of the loss will not be deductible by the Fund and instead will increase its basis for the newly purchased shares. Also, a fund of funds (a) is not eligible to pass-through to shareholders foreign tax credits from an underlying fund that pays foreign income taxes, (b) is not eligible pass-through to shareholders exempt-interest dividends from an underlying fund, and (c) dividends paid by a fund of funds from interest earned by an underlying fund on U.S. government obligations is unlikely to be exempt from state and local income tax. However, a fund of funds is eligible to pass-through to shareholders qualified dividends earned by an underlying fund. See “Taxation of Fund Distributions — Qualified dividend income for individuals” and — Corporate dividends received deduction”.
      Federal excise tax . To avoid a 4% non-deductible excise tax, the Fund must distribute by December 31 of each year an amount equal to: (1) 98% of its ordinary income for the calendar year, (2) 98% of capital gain net income (the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year), and (3) any prior year undistributed ordinary income and capital gain net income. Generally, the Fund intends to make sufficient distributions prior to the end of each calendar year to avoid liability for federal excise tax but can give no assurances that all such liability will be avoided. In addition, under certain circumstances temporary timing or permanent differences in the realization of income and expense for book and tax purposes can result in the Fund having to pay some excise tax.
      Foreign income tax . Investment income received by the Fund from sources within foreign countries may be subject to foreign income tax withheld at the source, and the amount of tax withheld will generally be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign countries that entitle the Fund to a reduced rate of, or exemption from, tax on such income. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Fund’s assets to be invested in various countries is not known. Under certain circumstances, the Fund may elect to pass-through foreign tax credits to shareholders.
      Taxation of Fund Distributions. The Fund anticipates distributing substantially all of its investment company taxable income and net capital gain for each taxable year. Distributions by the Fund will be treated in the manner described regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another Fund). The Fund will send you information annually as to the federal income tax consequences of distributions made (or deemed made) during the year.
      Distributions of ordinary income . The Fund receives income generally in the form of dividends and/or interest on its investments. The Fund may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income are generally taxable as ordinary income to the extent of the Fund’s earnings and profits. In the case of a Fund whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to you may be qualified dividends eligible to be taxed at reduced rates.
      Capital gain dividends . Taxes on distributions of capital gains are determined by how long the Fund owned the investments that generated them, rather than how long a shareholder has owned his or her shares. In general, the Fund will recognize long-term capital gain or loss on the sale or other disposition of assets it has owned for more than one year, and short-term capital gain or loss on

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investments it has owned for one year or less. Distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss) that are properly designated by the Fund as capital gain dividends will generally be taxable to a shareholder receiving such distributions as long-term capital gain. Long-term capital gain rates applicable to individuals are taxed at the maximum rate of 15% or 25% (through 2010) depending on the nature of the capital gain. Distributions of net short-term capital gains for a taxable year in excess of net long-term capital losses for such taxable year will generally be taxable to a shareholder receiving such distributions as ordinary income.
      Qualified dividend income for individuals . For taxable years beginning before January 1, 2011, ordinary income dividends properly designated by the Fund as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain. Qualified dividend income means dividends paid to the Fund (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the Fund and the investor must meet certain holding period requirements to qualify Fund dividends for this treatment. Income derived from investments in derivatives, fixed-income securities, U.S. REITs, passive foreign investment companies (PFICs) and income received “in lieu of” dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the Fund is equal to 95% (or a greater percentage) of the Fund’s gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income.
      Corporate dividends received deduction . Ordinary income dividends designated by the Fund as derived from qualified dividends from domestic corporations will qualify for the 70% dividends received deduction generally available to corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions imposed under the Code on the corporation claiming the deduction. Income derived by the Fund from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment.
      Return of capital distributions . Distributions by the Fund that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder’s tax basis in his shares; any excess will be treated as gain from the sale of his shares. Return of capital distributions can occur for a number of reasons including, among others, the Fund over-estimates the income to be received from certain investments such as those classified as partnerships or equity REITs. See “Tax Treatment of Portfolio Transactions —Investments in U.S. REITs”.
      Impact of realized but undistributed income and gains, and net unrealized appreciation of portfolio securities . At the time of your purchase of shares (except in a money market fund that maintains a stable net asset value), the Fund’s net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation of portfolio securities held by the Fund. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable and would be taxed as either ordinary income (some portion of which may be taxed as qualified dividend income) or capital gain unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. The Fund may be able to reduce the amount of such distributions by utilizing its capital loss carryovers, if any.
      Pass-through of foreign tax credits . If more than 50% of the value of the Fund’s total assets at the close of each taxable year consists of the stock or securities of foreign corporations, the Fund may elect to “pass through” to the Fund’s shareholders the amount of foreign income tax paid by the Fund (the Foreign Tax Election) in lieu of deducting such amount in determining its investment company taxable income. Pursuant to the Foreign Tax Election, shareholders will be required (i) to include in gross income, even though not actually received, their respective pro-rata shares of the foreign income tax paid by the Fund that are attributable to any distributions they receive; and (ii) either to deduct their pro-

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rata share of foreign tax in computing their taxable income or to use it (subject to various Code limitations) as a foreign tax credit against federal income tax (but not both). No deduction for foreign tax may be claimed by a noncorporate shareholder who does not itemize deductions or who is subject to the alternative minimum tax. Shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by the Fund due to certain limitations that may apply.
      Tax credit bonds . If the Fund holds, directly or indirectly, one or more “tax credit bonds” (including build America bonds, clean renewable energy bonds and qualified tax credit bonds) on one or more applicable dates during a taxable year, the Fund may elect to permit its shareholders to claim a tax credit on their income tax returns equal to each shareholder’s proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to their proportionate share of those offsetting tax credits. A shareholder’s ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code. Even if the Fund is eligible to pass through tax credits to shareholders, the Fund may choose not to do so.
      U.S. government interest . Income earned on certain U.S. government obligations is exempt from state and local personal income taxes if earned directly by you. States also grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. government, subject in some states to minimum investment or reporting requirements that must be met by the Fund. Income on investments by the Fund in certain other obligations, such as repurchase agreements collateralized by U.S. government obligations, commercial paper and federal agency-backed obligations (e.g., Government National Mortgage Association (GNMA) or Federal National Mortgage Association (FNMA) obligations), generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporations. If the Fund is a fund of funds, see “Taxation of the Fund — Asset allocation funds”.
      Dividends declared in December and paid in January . Ordinarily, shareholders are required to take distributions by the Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS.
      Sale or Redemption of Fund Shares. A shareholder will recognize gain or loss on the sale or redemption of shares of the Fund in an amount equal to the difference between the proceeds of the sale or redemption and the shareholder’s adjusted tax basis in the shares. If you owned your shares as a capital asset, any gain or loss that you realize will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one year. Any redemption fees you incur on shares redeemed will decrease the amount of any capital gain (or increase any capital loss) you realize on the sale. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.
      Tax basis information . The Transfer Agent may provide Fund shareholders with information concerning the average cost basis of their shares in order to help them calculate their gain or loss from a sale or redemption. This information is supplied as a convenience to shareholders and will not be reported to the IRS. Although the IRS permits the use of several methods to determine the cost basis of mutual fund shares, the cost basis information provided by the Transfer Agent will be calculated using only the single-category average cost method. Neither the Transfer Agent nor the Fund recommends any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. Even if you have reported gains or losses for the

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Fund in past years using another method of basis determination, you may be able to use the average cost method for determining gains or losses in the current year. However, once you have elected to use the average cost method, you must continue to use it unless you apply to the IRS for permission to change methods. Under recently enacted provisions of the Emergency Economic Stabilization Act of 2008, the Fund’s Transfer Agent will be required to provide you with cost basis information on the sale of any of your shares in the Fund, subject to certain exceptions. This cost basis reporting requirement is effective for shares purchased in the Fund on or after January 1, 2012.
      Wash sale rule . All or a portion of any loss so recognized may be deferred under the wash sale rules if the shareholder purchases other shares of the Fund within 30 days before or after the sale or redemption.
      Sales at a loss within six months of purchase . Any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on such shares.
      Deferral of basis — any class that bears a front-end sales load . If a shareholder (a) incurs a sales load in acquiring shares of the Fund, (b) disposes of such shares less than 91 days after they are acquired, and (c) subsequently acquires shares of the Fund or another Fund at a reduced sales load pursuant to a right to reinvest at such reduced sales load acquired in connection with the acquisition of the shares disposed of, then the sales load on the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently acquired) shall not be taken into account in determining gain or loss on the shares disposed of, but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment.
      Conversion of B shares . The automatic conversion of Class B shares into Class A shares of the same Fund at the end of approximately eight years after purchase will be tax-free for federal income tax purposes.
      Tax shelter reporting. Under Treasury regulations, if a shareholder recognizes a loss with respect to the Fund’s shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement on Form 8886.
      Tax Treatment of Portfolio Transactions. Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a Fund. This section should be read in conjunction with the discussion under “Description of the Funds and their Investments and Risks —Investment Strategies and Risks” for a detailed description of the various types of securities and investment techniques that apply to the Fund.
      In general . In general, gain or loss recognized by a Fund on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
      Certain fixed-income investments . Gain recognized on the disposition of a debt obligation purchased by a Fund at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the Fund held the debt obligation unless the Fund made a current inclusion election to accrue market discount into income as it accrues. If a Fund purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the Fund is generally

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required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a Fund’s investment in such securities may cause the Fund to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a Fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of Fund shares.
      Investments in debt obligations that are at risk of or in default present tax issues for a Fund . Tax rules are not entirely clear about issues such as whether and to what extent a Fund should recognize market discount on a debt obligation, when the Fund may cease to accrue interest, original issue discount or market discount, when and to what extent the Fund may take deductions for bad debts or worthless securities and how the Fund should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a Fund in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.
      Options, futures, forward contracts, swap agreements and hedging transactions . In general, option premiums received by a Fund are not immediately included in the income of the Fund. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the Fund transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a Fund is exercised and the Fund sells or delivers the underlying stock, the Fund generally will recognize capital gain or loss equal to (a) sum of the strike price and the option premium received by the Fund minus (b) the Fund’s basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a Fund pursuant to the exercise of a put option written by it, the Fund generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of Fund’s obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the Fund is greater or less than the amount paid by the Fund (if any) in terminating the transaction. Thus, for example, if an option written by a Fund expires unexercised, the Fund generally will recognize short-term gain equal to the premium received.
     The tax treatment of certain futures contracts entered into by a Fund as well as listed non-equity options written or purchased by the Fund on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities) may be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a Fund at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are “marked to market” with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable.
     In addition to the special rules described above in respect of options and futures transactions, a Fund’s transactions in other derivative instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a Fund are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the Fund, defer losses to the Fund, and cause adjustments in the holding periods of the Fund’s securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a Fund

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has made sufficient distributions and otherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid a fund-level tax.
     Certain of a Fund’s investments in derivatives and foreign currency-denominated instruments, and the Fund’s transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a Fund’s book income is less than the sum of its taxable income and net tax-exempt income (if any), the Fund could be required to make distributions exceeding book income to qualify as a regulated investment company. If a Fund’s book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the Fund’s remaining earnings and profits (including earnings and profits arising from tax-exempt income), (ii) thereafter, as a return of capital to the extent of the recipient’s basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
      Foreign currency transactions . A Fund’s transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease a Fund’s ordinary income distributions to you, and may cause some or all of the Fund’s previously distributed income to be classified as a return of capital. In certain cases, a Fund may make an election to treat such gain or loss as capital.
      PFIC Investments . A Fund may invest in stocks of foreign companies that may be classified under the Code as PFICs. In general, a foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. When investing in PFIC securities, a Fund intends to mark-to-market these securities under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the Fund’s fiscal and excise tax years. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that a Fund is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by a Fund. In addition, if a Fund is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the Fund may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on a Fund in respect of deferred taxes arising from such distributions or gains.
      Investments in non-U.S. REITs . While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a fund in a non-U.S. REIT may subject the fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. The fund’s pro rata share of any such taxes will reduce the fund’s return on its investment. A fund’s investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in “Tax Treatment of Portfolio Transactions- PFIC Investments.” Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in “Taxation of the Fund — Foreign income tax.” Also, the fund in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate.
      Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REIT’s current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a Fund will be treated as long term

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capital gains by the Fund and, in turn, may be distributed by the Fund to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REIT’s cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a Fund, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REIT’s current and accumulated earnings and profits. Also, see “Tax Treatment of Portfolio Transactions — Investment in taxable mortgage pools (excess inclusion Income)” and “Foreign Shareholders — U.S. withholding tax at the source” with respect to certain other tax aspects of investing in U.S. REITs.
      Investment in taxable mortgage pools (excess inclusion Income). Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of a Fund’s income from a U.S. REIT that is attributable to the REIT’s residual interest in a real estate mortgage investment conduits (REMICs) or equity interests in a “taxable mortgage pool” (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulated investment company, such as a Fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on unrelated business income (UBTI), thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a “disqualified organization” (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a Fund will not allocate to shareholders excess inclusion income.
     These rules are potentially applicable to a Fund with respect to any income it receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in a U.S. REIT. It is unlikely that these rules will apply to a Fund that has a non-REIT strategy.
      Investments in partnerships and qualified publicly traded partnerships (QPTP). For purposes of the Income Requirement, income derived by a Fund from a partnership that is not a QPTP will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the Fund. For purposes of testing whether a Fund satisfies the Asset Diversification Test, the Fund is generally treated as owning a pro rata share of the underlying assets of a partnership. See “Taxation of the Fund — Qualification as a regulated investment company.” In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from sources that satisfy the Income Requirement (i.e., because it invests in commodities). All of the net income derived by a Fund from an interest in a QPTP will be treated as qualifying income but the Fund may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year.

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Any such failure to annually qualify as a QPTP might, in turn, cause a Fund to fail to qualify as a regulated investment company.
      Investments in commodities — structured notes, corporate subsidiary and certain ETFs. Gains from the disposition of commodities, including precious metals, will neither be considered qualifying income for purposes of satisfying the Income Requirement nor qualifying assets for purposes of satisfying the Asset Diversification Test. See “Taxation of the Fund — Qualification as a regulated investment company.” Also, the IRS has issued a revenue ruling which holds that income derived from commodity-linked swaps is not qualifying income for purposes of the Income Requirement. However, in a subsequent revenue ruling, the IRS provides that income from certain alternative investments which create commodity exposure, such as certain commodity index-linked or structured notes or a corporate subsidiary that invests in commodities, may be considered qualifying income under the Code. In addition, a fund may gain exposure to commodities through investment in QPTPs such as an exchange traded fund or ETF that is classified as a partnership and which invests in commodities. Accordingly, the extent to which a fund invests in commodities or commodity-linked derivatives may be limited by the Income Requirement and the Asset Diversification Test, which the Fund must continue to satisfy to maintain its status as a regulated investment company. A Fund also may be limited in its ability to sell its investments in commodities, commodity-linked derivatives, and certain ETFs or be forced to sell other investments to generate income due to the Income Requirement.
      Securities Lending . While securities are loaned out by a Fund, the Fund will generally receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made “in lieu of” dividends are not considered dividend income. These distributions will neither qualify for the reduced rate of taxation for individuals on qualified dividends nor the 70% dividends received deduction for corporations. Also, any foreign tax withheld on payments made “in lieu of” dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. Additionally, in the case of a Fund with a strategy of investing in tax-exempt securities, any payments made “in lieu of” tax-exempt interest will be considered taxable income to the Fund, and thus, to the investors, even though such interest may be tax-exempt when paid to the borrower.
      Investments in convertible securities . Convertible debt is ordinarily treated as a “single property” consisting of a pure debt interest until conversion, after which the investment becomes an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in income over the life of the debt. The creditor-holder’s exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g., an exchange traded note or ETN issued in the form of an unsecured obligation that pays a return based on the performance of a specified market index, exchange currency, or commodity) is often, but not always, treated as a contract to buy or sell the reference property rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. Dividends received generally are qualified dividend income and eligible for the corporate dividends received deduction. In general, conversion of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium for preferred stock that is redeemable by the issuing company might be required to be amortized under original issue discount (OID) principles.
      Tax Certification and Backup Withholding. Tax certification and backup withholding tax laws require that you certify your tax information when you become an investor in the Fund. For U.S. citizens and resident aliens, this certification is made on IRS Form W-9. Under these laws, the Fund must withhold a portion of your taxable distributions and sales proceeds unless you:
    provide your correct Social Security or taxpayer identification number,
 
    certify that this number is correct,
 
    certify that you are not subject to backup withholding, and

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    certify that you are a U.S. person (including a U.S. resident alien).
     The Fund also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. This rate will expire and the backup withholding tax rate will be 31% for amounts paid after December 31, 2010, unless Congress enacts tax legislation providing otherwise. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.
     Non-U.S. investors have special U.S. tax certification requirements. See “Foreign Shareholders — Tax certification and backup withholding.”
      Foreign Shareholders. Shareholders who, as to the United States, are nonresident alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships (foreign shareholder), may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements.
     Taxation of a foreign shareholder depends on whether the income from the Fund is “effectively connected” with a U.S. trade or business carried on by such shareholder.
      U.S. withholding tax at the source . If the income from the Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, distributions to such shareholder will be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount of the distribution, subject to certain exemptions including those for dividends designated by the Fund as:
    exempt-interest dividends paid by the Fund from its net interest income earned on municipal securities;
 
    capital gain dividends paid by the Fund from its net long-term capital gains (other than those from disposition of a U.S. real property interest), unless you are a nonresident alien present in the United States for a period or periods aggregating 183 days or more during the calendar year; and
 
    with respect to taxable years of the Fund beginning before January 1, 2010 (unless such sunset date, is extended, possibly retroactively to January 1, 2010, or made permanent), interest-related dividends paid by the Fund from its qualified net interest income from U.S. sources and short-term capital gains dividends.
     However, the Fund does not intend to utilize the exemptions for interest-related dividends paid and short-term capital gain dividends paid. Moreover, notwithstanding such exemptions from U.S. withholding at the source, any dividends and distributions of income and capital gains, including the proceeds from the sale of your Fund shares, will be subject to backup withholding at the then applicable rate if you fail to properly certify that you are not a U.S. person.
     Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from an election to pass-through foreign tax credits to shareholders, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them.
     Amounts designated by the Fund as capital gain dividends (a) that are attributable to certain capital gain dividends received from a qualified investment entity (QIE) (generally defined as either (i) a U.S. REIT or (ii) a RIC classified as a “U.S. real property holding corporation” or which would be if the exceptions for holding 5% or less of a class of publicly traded shares or an interest in a domestically controlled QIE did not apply) or (b) that are realized by the Fund on the sale of a “U.S. real property interest” (including gain realized on sale of shares in a QIE other than one that is a domestically controlled), will not be exempt from U.S. federal income tax and may be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) if the Fund by reason of having a REIT strategy is classified as a

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QIE. If the Fund is so classified, foreign shareholders owning more than 5% of the Fund’s shares may be treated as realizing gain from the disposition of a U.S. real property interest, causing Fund distributions to be subject to U.S. withholding tax at a rate of 35%, and requiring the filing of a nonresident U.S. income tax return. In addition, if the Fund is classified as a QIE, anti-avoidance rules apply to certain wash sale transactions. Namely, if the Fund is a QIE and a foreign shareholder disposes of the Fund’s shares prior to the Fund paying a distribution attributable to the disposition of a U.S. real property interest and the foreign shareholder later acquires an identical stock interest in a wash sale transaction, the foreign shareholder may still be required to pay U.S. tax on the Fund’s distribution. Also, the sale of shares of the Fund, if classified as a “U.S. real property holding corporation,” could also be considered a sale of a U.S. real property interest with any resulting gain from such sale being subject to U.S. tax as income “effectively connected with a U.S. trade or business.” These rules generally apply to dividends paid by the Fund before January 1, 2010 (unless such sunset date is extended, possibly retroactively to January 1, 2010, or made permanent) except that, after such sunset date, Fund distributions from a U.S REIT (whether or not domestically controlled) attributable to gain from the disposition of a U.S. real property interest will continue to be subject to the withholding rules described above provided the Fund is classified as a QIE.
      Income effectively connected with a U.S. trade or business . If the income from the Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale or redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax return.
      Tax certification and back-up withholding . Foreign shareholders have special U.S. tax certification requirements to avoid backup withholding (at a rate of 28%), and if applicable, to obtain the benefit of any income tax treaty between the foreign shareholder’s country of residence and the United States. To claim these tax benefits, the foreign shareholder must provide a properly completed Form W-8BEN (or other Form W-8, where applicable, or their substitute forms) to establish his or her status as a non-U.S. investor, to claim beneficial ownership over the assets in the account, and to claim, if applicable, a reduced rate of or exemption from withholding tax under the applicable treaty. A Form W-8BEN provided without a U.S. taxpayer identification number remains in effect for a period of three years beginning on the date that it is signed and ending on the last day of the third succeeding calendar year. However, non-U.S. investors must advise the Fund of any changes of circumstances that would render the information given on the form incorrect, and must then provide a new W-8BEN to avoid the prospective application of backup withholding. Forms W-8BEN with U.S. taxpayer identification numbers remain valid indefinitely, or until the investor has a change of circumstances that renders the form incorrect and necessitates a new form and tax certification.
      U.S. estate tax . Transfers by gift of shares of the Fund by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. As of the date of this Registration Statement, the U.S. federal estate tax is repealed for one year for decedents dying on or after January 1, 2010 and before January 1, 2011, unless reinstated earlier, possibly retroactively to January 1, 2010. On and after the date the U.S. estate tax is reinstated, an individual who, at the time of death, is a foreign shareholder will nevertheless be subject to U.S. federal estate tax with respect to shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exception applies. If a treaty exemption is available, a decedent’s estate may nonetheless need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Fund shares) as to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a $13,000 statutory estate tax credit (equivalent to an estate with assets of $60,000). Estates of nonresident alien shareholders dying after December 31, 2004 and before January 1, 2010 will be able to exempt from federal estate tax the proportion of the value of the Fund’s shares attributable to “qualifying assets” held by the Fund at the end of the quarter immediately preceding the nonresident alien shareholder’s death (or such other time as the IRS may designate in regulations). Qualifying assets include bank deposits and other debt obligations that pay interest or accrue original issue discount that is exempt from withholding tax, debt obligations of a domestic

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corporation that are treated as giving rise to foreign source income, and other investments that are not treated for tax purposes as being within the United States.
      Local Tax Considerations. Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholder’s particular situation.
DISTRIBUTION OF SECURITIES
Distributor
          The Trust has entered into master distribution agreements, as amended, relating to the Funds (the Distribution Agreements) with Invesco Distributors, Inc., a registered broker-dealer and a wholly owned subsidiary of Invesco, pursuant to which Invesco Distributors acts as the distributor of shares of the Funds. The address of Invesco Distributors is P.O. Box 4739, Houston, Texas 77210-4739. Certain trustees and officers of the Trust are affiliated with Invesco Distributors. See “Management of the Trust.” In addition to the Funds, Invesco Distributors serves as distributor to many other mutual funds that are offered to retail investors. The following Distribution of Securities information is about all of the Invesco Funds that offer retail and/or institutional share classes. Not all Invesco Funds offer all share classes.
          The Distribution Agreements provide Invesco Distributors with the exclusive right to distribute shares of the Funds on a continuous basis directly and through other broker-dealers and other financial intermediaries with whom Invesco Distributors has entered into selected dealer and/or similar agreements. Invesco Distributors has not undertaken to sell any specified number of shares of any classes of the Funds.
          Invesco Distributors expects to pay sales commissions from its own resources to dealers and institutions who sell Class C and Class R shares of the Funds at the time of such sales. Invesco Distributors or its predecessor has paid sales commissions from its own resources to dealers who sold Class B shares of the Funds at the time of such sales.
          Payments for Class B shares equaled 4.00% of the purchase price of the Class B shares sold by the dealer or institution, consisting of a sales commission equal to 3.75% of the purchase price of the Class B shares sold plus an advance of the first year service fee of 0.25% for such shares. The portion of the payments to Invesco Distributors under the Class B Plan that constitutes an asset-based sales charge (0.75%) is intended in part to permit Invesco Distributors to recoup a portion of such sales commissions plus financing costs.
          Invesco Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the Invesco Funds at the time of such sales. Payments for Class C shares equal 1.00% of the purchase price of the Class C shares sold by the dealer or institution, consisting of a sales commission of 0.75% of the purchase price of the Class C shares sold plus an advance of the first year service fee of 0.25% for such shares. Invesco Distributors will retain all payments received by it relating to Class C shares for the first year after they are purchased. The portion of the payments to Invesco Distributors under the Class C Plan that constitutes an asset-based sales charge (0.75%) is intended in part to permit Invesco Distributors to recoup a portion of the sales commissions to dealers plus financing costs, if any. After the first full year, Invesco Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class C shares that are attributable to shareholders for whom the dealers and institutions are designated as dealers of record. These payments will consist of an asset-based sales charge of 0.75% and a service fee of 0.25%.

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          Invesco Distributors may pay dealers and institutions who sell Class R shares an annual fee of 0.50% of average daily net assets. These payments will consist of an asset-based fee of 0.25% and a service fee of 0.25% and will commence either on the thirteenth month after the first purchase, on accounts on which a dealer concession was paid, or immediately, on accounts on which a dealer concession was not paid. If Invesco Distributors pays a dealer concession, it will retain all payments received by it relating to Class R shares for the first year after they are purchased. Invesco Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class R shares that are attributable to shareholders for whom the dealers and institutions are designated as dealers of record.
          The Trust (on behalf of any class of any Fund) or Invesco Distributors may terminate the Distribution Agreements on 60 days’ written notice without penalty. The Distribution Agreements will terminate automatically in the event of their assignment. In the event the Class B shares Distribution Agreement is terminated, Invesco Distributors would continue to receive payments of asset-based distribution fees in respect of the outstanding Class B shares attributable to the distribution efforts of Invesco Distributors or its predecessors; provided, however that a complete termination of the Class B Plan (as defined in such Plan) would terminate all payments to Invesco Distributors. Termination of the Class B Plan or the Distribution Agreement for Class B shares would not affect the obligation of Class B shareholders to pay CDSCs.
          Total sales charges (front end and CDSCs) paid in connection with the sale of shares of each class of each Fund, if applicable, for the last three fiscal years ended December 31 are found in Appendix M.
Distribution Plans
          The Trust has adopted distribution plans pursuant to Rule 12b-1 under the 1940 Act for each Fund’s Class A shares, Class B shares, Class C shares, Class P shares, Class R shares, Class S shares and Investor Class shares, if applicable (collectively the Plans).
          Each Fund, pursuant to its Class A, Class B, Class C, Class P, Class R and Class S Plans pays Invesco Distributors compensation at the annual rate, shown immediately below, of the Fund’s average daily net assets of the applicable class.
                                                 
Fund   Class A   Class B   Class C   Class P   Class R   Class S
Invesco Global Core Equity Fund
    0.25 %     1.00 %     1.00 %     N/A       [       ]       N/A  
          Invesco Basic Balanced Fund, pursuant to its Investor Class plan, pays Invesco Distributors an amount necessary to reimburse Invesco Distributors for its actual allocated share of expenses incurred pursuant to the Investor Class Plan for the period, up to a maximum annual rate of 0.25% of the average daily net assets of the Investor Class shares of the Fund.
          All of the Plans compensate or reimburse Invesco Distributors, as applicable, for the purpose of financing any activity that is primarily intended to result in the sale of shares of the Funds. Such activities include, but are not limited to, the following: printing of prospectuses and statements of additional information and reports for other than existing shareholders; overhead; preparation and distribution of advertising material and sales literature; expenses of organizing and conducting sales seminars; supplemental payments to dealers and other institutions such as asset-based sales charges or as payments of service fees under shareholder service arrangements; and costs of administering each Plan.

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          Amounts payable by a Fund under the Class A, Class B, Class C, Class P, Class R and Class S Plans and Investor Class Plan need not be directly related to the expenses actually incurred by Invesco Distributors on behalf of each Fund. These Plans do not obligate the Funds to reimburse Invesco Distributors for the actual allocated share of expenses Invesco Distributors may incur in fulfilling its obligations under these Plans. Thus, even if Invesco Distributors’ actual allocated share of expenses exceeds the fee payable to Invesco Distributors at any given time, under these Plans, the Funds will not be obligated to pay more than that fee. If Invesco Distributors’ actual allocated share of expenses is less than the fee it receives, under these Plans, Invesco Distributors will retain the full amount of the fee.
          Amounts payable by Invesco Basic Balanced Fund under the Investor Class Plan are directly related to the expenses incurred by Invesco Distributors on behalf of the Fund, as this Plan obligates the Fund to reimburse Invesco Distributors for its actual allocated share of expenses incurred pursuant to the Investor Class Plan for the period, up to a maximum annual rate of 0.25% of the average daily net assets of the Investor Class shares of the Fund. If Invesco Distributors’ actual allocated share of expenses incurred pursuant to the Investor Class Plan for the period exceeds the 0.25% annual cap, under this Plan, Invesco Basic Balanced Fund will not be obligated to pay more than the 0.25% annual cap. If Invesco Distributors’ actual allocated share of expenses incurred pursuant to the Investor Class Plan for the period is less than the 0.25% annual cap, under this Plan, Invesco Distributors is entitled to be reimbursed only for its actual allocated share of expenses.
          Invesco Distributors may from time to time waive or reduce any portion of its 12b-1 fee for Class A, Class C, Class R, Class P, Class S or Investor Class shares. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, Invesco Distributors will retain its ability to be reimbursed for such fee prior to the end of each fiscal year. Contractual fee waivers or reductions set forth in the Fee Table in a Prospectus may not be terminated or amended to the Funds’ detriment during the period stated in the agreement between Invesco Distributors and the Fund.
          The Funds may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B, Class C, Class R and Investor Class shares, 0.15% of the average daily net assets of Class S shares, and 0.10% of the average daily net assets of Class P shares, attributable to the customers selected dealers and financial institutions to such dealers and financial institutions, including Invesco Distributors, acting a principal, who furnish continuing personal shareholder services to their customers who purchase and own the applicable class of shares of the Fund. Under the terms of a shareholder service agreement, such personal shareholder services include responding to customer inquiries and providing customers with information about their investments. Any amounts not paid as a service fee under each Plan would constitute an asset-based sales charge.
          Under a Shareholder Service Agreement, a Fund agrees to pay periodically fees to selected dealers and other institutions who render the foregoing services to their customers. The fees payable under a Shareholder Service Agreement will be calculated at the end of each payment period for each business day of the Funds during such period at the annual rate specified in each agreement based on the average daily net asset value of the Funds’ shares purchased or acquired through exchange. Fees shall be paid only to those selected dealers or other institutions who are dealers or institutions of record at the close of business on the last business day of the applicable payment period for the account in which such Fund’s shares are held.
          Selected dealers and other institutions entitled to receive compensation for selling Fund shares may receive different compensation for selling shares of one particular class over another. Under the Plans, certain financial institutions which have entered into service agreements and which sell shares of the Funds on an agency basis, may receive payments from the Funds pursuant to the respective Plans. Invesco Distributors does not act as principal, but rather as agent for the Funds, in making dealer incentive and shareholder servicing payments to dealers and other financial institutions under the Plans. These payments are an obligation of the Funds and not of Invesco Distributors.

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          Payments pursuant to the Plans are subject to any applicable limitations imposed by rules of FINRA.
          See Appendix N for a list of the amounts paid by each class of shares of each Fund to Invesco Distributors pursuant to the Plans for the year, or period, ended December 31, 2009 and Appendix O for an estimate by category of the allocation of actual fees paid by each class of shares of each Fund pursuant to its respective distribution plan for the year or period ended December 31, 2009.
          As required by Rule 12b-1, the Plans and related forms of Shareholder Service Agreements were approved by the Board, including a majority of the trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plans or in any agreements related to the Plans (the Rule 12b-1 Trustees). In approving the Plans in accordance with the requirements of Rule 12b-1, the trustees considered various factors and determined that there is a reasonable likelihood that the Plans would benefit each class of the Funds and its respective shareholders.
          The anticipated benefits that may result from the Plans with respect to each Fund and/or the classes of each Fund and its shareholders include but are not limited to the following: (1) rapid account access; (2) relatively predictable flow of cash; and (3) a well-developed, dependable network of shareholder service agents to help to curb sharp fluctuations in rates of redemptions and sales, thereby reducing the chance that an unanticipated increase in net redemptions could adversely affect the performance of each Fund.
          Unless terminated earlier in accordance with their terms, the Plans continue from year to year as long as such continuance is specifically approved, in person, at least annually by the Board, including a majority of the Rule 12b-1 Trustees. A Plan may be terminated as to any Fund or class by the vote of a majority of the Rule 12b-1 Trustees or, with respect to a particular class, by the vote of a majority of the outstanding voting securities of that class.
          Any change in the Plans that would increase materially the distribution expenses paid by the applicable class requires shareholder approval; otherwise, the Plans may be amended by the trustees, including a majority of the Rule 12b-1 Trustees, by votes cast in person at a meeting called for the purpose of voting upon such amendment. As long as the Plans are in effect, the selection or nomination of the Independent Trustees is committed to the discretion of the Independent Trustees.
          The Class B Plan obligates Class B shares to continue to make payments to Invesco Distributors following termination of the Class B shares Distribution Agreement with respect to Class B shares sold by or attributable to the distribution efforts of Invesco Distributors or its predecessors, unless there has been a complete termination of the Class B Plan (as defined in such Plan) and the Class B Plan expressly authorizes Invesco Distributors to assign, transfer or pledge its rights to payments pursuant to the Class B Plan.
FINANCIAL STATEMENTS
          The Fund’s financial statements for the periods ended December 31, 2009 and June 30, 2010 including the Financial Highlights pertaining thereto, and the reports of the independent registered public accounting firm thereon, are incorporated by reference into this Statement of Additional Information (SAI) from such Fund’s Annual and Semi-Annual Reports to shareholders.
          The portions of such Annual and Semi- Annual Reports that are not specifically listed above are not incorporated by reference into this SAI and are not a part of this Registration Statement.

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PENDING LITIGATION
           Settled Enforcement Actions Related to Market Timing
          On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment adviser to certain Invesco Funds), Invesco Advisers, Inc. (Invesco), successor by merger to Invesco Aim Advisors, Inc. and Invesco Distributors, Inc. (Invesco Distributors), formerly Invesco Aim Distributors, Inc., reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the Invesco Funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) was created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, Invesco and Invesco Distributors created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by Invesco, which was done pursuant to the terms of the settlements. The methodology of the fair funds distributions was determined by Invesco’s independent distribution consultant (IDC Plan), in consultation with Invesco and the independent trustees of the Invesco Funds, and approved by the staff of the SEC. Further details regarding the IDC Plan and distributions thereunder are available under the “About Us — Legal Information — SEC Settlement” section of Invesco’s Web site, available at http://www.invesco.com/us . Invesco’s Web site is not a part of this Statement of Additional Information or the prospectus of any Invesco Fund.
           Regulatory Action Alleging Market Timing
          On August 30, 2005, the West Virginia Office of the State Auditor — Securities Commission (WVASC) issued a Summary Order to Cease and Desist and Notice of Right to Hearing to Invesco and Invesco Distributors (Order No. 05-1318). The WVASC makes findings of fact that Invesco and Invesco Distributors entered into certain arrangements permitting market timing of the Invesco Funds and failed to disclose these arrangements in the prospectuses for such Funds, and conclusions of law to the effect that Invesco and Invesco Distributors violated the West Virginia securities laws. The WVASC orders Invesco and Invesco Distributors to cease any further violations and seeks to impose monetary sanctions, including restitution to affected investors, disgorgement of fees, reimbursement of investigatory, administrative and legal costs and an “administrative assessment,” to be determined by the Commissioner. Initial research indicates that these damages could be limited or capped by statute. By agreement with the Commissioner of Securities, Invesco’s time to respond to that Order has been indefinitely suspended.
           Private Civil Actions Alleging Market Timing
Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, certain Invesco Funds, IFG, Invesco, Invesco Management Group, Inc. formerly Invesco Aim Management Group, Inc. and certain related entities, certain of their current and former officers and/or certain unrelated third parties) based on allegations of improper market timing, and related activity in the Invesco Funds. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal and state securities laws; (ii) violation of various provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA); (iii) breach of fiduciary duty; and/or (iv) breach of contract. These lawsuits were initiated in both Federal and state courts and seek such remedies as compensatory damages; restitution; injunctive relief; disgorgement of management fees; imposition of a constructive trust; removal of certain directors and/or employees; various corrective measures under ERISA; rescission of certain Funds’ advisory agreements; interest; and attorneys’ and experts’ fees. All lawsuits based on allegations of market timing, late trading, and related issues have been transferred to

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the United States District Court for the District of Maryland (the MDL Court) for consolidated or coordinated pre-trial proceedings. Pursuant to an Order of the MDL Court, plaintiffs in these lawsuits consolidated their claims for pre-trial purposes into three amended complaints against various Invesco — and IFG-related parties. The parties in the amended complaints have agreed in principle to settle the actions. A list identifying the amended complaints in the MDL Court and details of the settlements are included in Appendix P-1.

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APPENDIX A
RATINGS OF DEBT SECURITIES
          The following is a description of the factors underlying the debt ratings of Moody’s, S&P and Fitch.
Moody’s Long-Term Debt Ratings
           Aaa: Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
           Aa: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
           A: Obligations rated A are considered upper-medium grade and are subject to low credit risk.
           Baa: Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
           Ba: Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
           B: Obligations rated B are considered speculative and are subject to high credit risk.
           Caa: Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
           Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
           C: Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
          Note: Moody’s applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Moody’s Short-Term Prime Rating System
P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.

A-1


 

NP (Not Prime)
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Note: In addition, in certain countries the prime rating may be modified by the issuer’s or guarantor’s senior unsecured long-term debt rating.
          Moody’s municipal ratings are as follows:
Moody’s U.S. Long-Term Municipal Bond Rating Definitions
          Municipal Ratings are opinions of the investment quality of issuers and issues in the US municipal and tax-exempt markets. As such, these ratings incorporate Moody’s assessment of the default probability and loss severity of these issuers and issues.
          Municipal Ratings are based upon the analysis of four primary factors relating to municipal finance: economy, debt, finances, and administration/management strategies. Each of the factors is evaluated individually and for its effect on the other factors in the context of the municipality’s ability to repay its debt.
           Aaa: Issuers or issues rated Aaa demonstrate the strongest creditworthiness relative to other US municipal or tax-exempt issuers or issues.
           Aa: Issuers or issues rated Aa demonstrate very strong creditworthiness relative to other US municipal or tax-exempt issuers or issues.
           A: Issuers or issues rated A present above-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.
           Baa: Issuers or issues rated Baa represent average creditworthiness relative to other US municipal or tax-exempt issuers or issues.
           Ba: Issuers or issues rated Ba demonstrate below-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.
           B: Issuers or issues rated B demonstrate weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.
           Caa: Issuers or issues rated Caa demonstrate very weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.
           Ca: Issuers or issues rated Ca demonstrate extremely weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.
           C: Issuers or issues rated C demonstrate the weakest creditworthiness relative to other US municipal or tax-exempt issuers or issues.
          Note: Also, Moody’s applied numerical modifiers 1, 2, and 3 in each generic rating classification from Aa to Caa. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic category.

A-2


 

Moody’s MIG/VMIG US Short-Term Ratings
          In municipal debt issuance, there are three rating categories for short-term obligations that are considered investment grade. These ratings are designated as Moody’s Investment Grade (MIG) and are divided into three levels — MIG 1 through MIG 3.
          In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade.
          In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The first element represents Moody’s evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody’s evaluation of the degree of risk associated with the demand feature, using the MIG rating scale.
          The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.
          MIG ratings expire at note maturity. By contrast, VMIG rating expirations will be a function of each issue’s specific structural or credit features.
          Gradations of investment quality are indicated by rating symbols, with each symbol representing a group in which the quality characteristics are broadly the same.
           MIG 1/VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing.
           MIG 2/VMIG 2: This designation denotes strong credit quality. Margins of protection are ample although not as large as in the preceding group.
           MIG 3/VMIG 3: This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.
           SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
Standard & Poor’s Long-Term Corporate and Municipal Ratings
          Issue credit ratings are based in varying degrees, on the following considerations: likelihood of payment — capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; nature of and provisions of the obligation; and protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors’ rights.
          The issue ratings definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above.
          S&P describes its ratings for corporate and municipal bonds as follows:
           AAA: Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.

A-3


 

           AA: Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in a small degree.
           A: Debt rated A has a strong capacity to meet its financial commitments although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.
           BBB: Debt rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to meet its financial commitment on the obligation.
           BB-B-CCC-CC-C: Debt rated BB, B, CCC, CC and C is regarded as having significant speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
           D: Debt rated D is in payment default. The D rating category is used when payments on an obligation, including a regulatory capital instrument, are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period.
           NR: Not Rated.
           Plus (+) or minus (-): Ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major categories.
S&P Dual Ratings
          S&P assigns “dual” ratings to all debt issues that have a put option or demand feature as part of their structure.
          The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term debt rating symbols are used for bonds to denote the long-term maturity and the commercial paper rating symbols for the put option (for example, AAA/A-1+). With short-term demand debt, the not rating symbols are used with the commercial paper rating symbols (for example, SP-1+/A-1+).
S&P Commercial Paper Ratings
          An S&P commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days.
          These categories are as follows:
           A-1: This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.
           A-2: Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1.
           A-3: Issues carrying this designation have adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations.

A-4


 

           B: Issues rated “B” are regarded as having only speculative capacity for timely payment.
           C: This rating is assigned to short-term debt obligations with a doubtful capacity for payment.
           D: Debt rated “D” is in payment default. The “D” rating category is used when interest payments or principal payments are not made on the date due, even if the applicable grace period has not expired, unless Standard & Poor’s believes such payments will be made during such grace period.
S&P Short-Term Municipal Ratings
          An S&P note rating reflect the liquidity factors and market-access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment: amortization schedule (the larger the final maturity relative to other maturities, the more likely it will be treated as a note); and source of payment (the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note).
          Note rating symbols are as follows:
           SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
           SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
           SP-3: Speculative capacity to pay principal and interest.
Fitch Long-Term Credit Ratings
          Fitch Ratings provides an opinion on the ability of an entity or of a securities issue to meet financial commitments, such as interest, preferred dividends, or repayment of principal, on a timely basis. These credit ratings apply to a variety of entities and issues, including but not limited to sovereigns, governments, structured financings, and corporations; debt, preferred/preference stock, bank loans, and counterparties; as well as the financial strength of insurance companies and financial guarantors.
          Credit ratings are used by investors as indications of the likelihood of getting their money back in accordance with the terms on which they invested. Thus, the use of credit ratings defines their function: “investment grade” ratings (international Long-term “AAA” — “BBB” categories; Short-term “F1” — “F3”) indicate a relatively low probability of default, while those in the “speculative” or “non-investment grade” categories (international Long-term “BB” — “D”; Short-term “B” — “D”) either signal a higher probability of default or that a default has already occurred. Ratings imply no specific prediction of default probability. However, for example, it is relevant to note that over the long term, defaults on “AAA” rated U.S. corporate bonds have averaged less than 0.10% per annum, while the equivalent rate for “BBB” rated bonds was 0.35%, and for “B” rated bonds, 3.0%.
          Fitch ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated.
          Entities or issues carrying the same rating are of similar but not necessarily identical credit quality since the rating categories do not fully reflect small differences in the degrees of credit risk.

A-5


 

          Fitch credit and research are not recommendations to buy, sell or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature of taxability of payments of any security.
          The ratings are based on information obtained from issuers, other obligors, underwriters, their experts, and other sources Fitch Ratings believes to be reliable. Fitch Ratings does not audit or verify the truth or accuracy of such information. Ratings may be changed or withdrawn as a result of changes in, or the unavailability of, information or for other reasons.
          Our program ratings relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues, i.e., those that are linked to the credit of a third party or linked to the performance of an index, ratings of these issues may deviate from the applicable program rating.
          Credit ratings do not directly address any risk other than credit risk. In particular, these ratings do not deal with the risk of loss due to changes in market interest rates and other market considerations.
           AAA: Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong capacity for timely payment of financial commitments, which is unlikely to be affected by foreseeable events.
           AA: Bonds considered to be investment grade and of very high credit quality. The obligor has a very strong capacity for timely payment of financial commitments which is not significantly vulnerable to foreseeable events.
           A: Bonds considered to be investment grade and of high credit quality. The obligor’s ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings.
           BBB: Bonds considered to be investment grade and of good credit quality. The obligor’s ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances are more likely to impair this capacity.
           Plus (+) Minus (-): Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in the “AAA” category.
           NR: Indicates that Fitch does not rate the specific issue.
           Withdrawn: A rating will be withdrawn when an issue matures or is called or refinanced and at Fitch’s discretion, when Fitch Ratings deems the amount of information available to be inadequate for ratings purposes.
           RatingWatch: Ratings are placed on RatingWatch to notify investors that there is a reasonable possibility of a rating change and the likely direction of such change. These are designated as “Positive,” indicating a potential upgrade, “Negative,” for potential downgrade, or “Evolving,” if ratings may be raised, lowered or maintained. RatingWatch is typically resolved over a relatively short period.
Fitch Speculative Grade Bond Ratings
           BB: Bonds are considered speculative. There is a possibility of credit risk developing, particularly as the result of adverse economic changes over time. However, business and financial alternatives may be available to allow financial commitments to be met.

A-6


 

           B: Bonds are considered highly speculative. Significant credit risk is present but a limited margin of safety remains. While bonds in this class are currently meeting financial commitments, the capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
           CCC: Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments.
           CC: Default of some kind appears probable.
           C: Bonds are in imminent default in payment of interest or principal.
           DDD, DD, and D: Bonds are in default on interest and/or principal payments. Such bonds are extremely speculative and are valued on the basis of their prospects for achieving partial or full recovery value in liquidation or reorganization of the obligor. “DDD” represents the highest potential for recovery on these bonds, and “D” represents the lowest potential for recovery.
           Plus (+) Minus (-): Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in categories below CCC.
Fitch Short-Term Credit Ratings
          The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 12 months for most obligations, or up to three years for U.S. public finance securities, and thus places greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.
           F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment.
           F-1-: Very Strong Credit Quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than issues rated “F-1+;”
           F-2: Good Credit Quality. Issues assigned this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as in the case of the higher ratings.
           F-3: Fair Credit Quality. Issues assigned this rating have characteristics suggesting that the degree of assurance for timely payment is adequate, however, near-term adverse changes could result in a reduction to non-investment grade.
           B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.
           C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.
           D: Default. Issues assigned this rating are in actual or imminent payment default.

A-7


 

APPENDIX B
Persons to Whom Invesco Provides
Non-Public Portfolio Holdings on an Ongoing Basis
(as of June 30, 2010)
     
Service Provider   Disclosure Category
ABN AMRO Financial Services, Inc.
  Broker (for certain Invesco Funds)
Absolute Color
  Financial Printer
Anglemyer & Co.
  Analyst (for certain Invesco Funds)
BB&T Capital Markets
  Broker (for certain Invesco Funds)
Bear Stearns Pricing Direct, Inc.
  Pricing Vendor (for certain Invesco Funds)
BOSC, Inc.
  Broker (for certain Invesco Funds)
BOWNE & Co.
  Financial Printer
Brown Brothers Harriman & Co.
  Securities Lender (for certain Invesco Funds)
Cabrera Capital Markets
  Broker (for certain Invesco Funds)
Charles River Systems, Inc.
  System Provider
Chas. P. Young Co.
  Financial Printer
Citigroup Global Markets, Inc.
  Broker (for certain Invesco Funds)
Cirrus Research, LLC
  Trading System
Commerce Capital Markets
  Broker (for certain Invesco Funds)
Crews & Associates
  Broker (for certain Invesco Funds)
D.A. Davidson & Co.
  Broker (for certain Invesco Funds)
Dechert LLP
  Legal Counsel
DEPFA First Albany
  Broker (for certain Invesco Funds)
Empirical Research Partners
  Analyst (for certain Invesco Funds)
Finacorp Securities
  Broker (for certain Invesco Funds)
First Miami Securities
  Broker (for certain Invesco Funds)
First Southwest Co.
  Broker (for certain Invesco Funds)
First Tryon Securities
  Broker (for certain Invesco Funds)
FT Interactive Data Corporation
  Pricing Vendor
FTN Financial Group
  Broker (for certain Invesco Funds)
GainsKeeper
  Software Provider (for certain Invesco Funds)
GCom2 Solutions
  Software Provider (for certain Invesco Funds)
George K. Baum & Company
  Broker (for certain Invesco Funds)
Glass, Lewis & Co.
  System Provider (for certain Invesco Funds)
Global Trading Analytics, LLC
  Software Provider
Global Trend Alert
  Analyst (for certain Invesco Funds)
Greater Houston Publishers, Inc.
  Financial Printer
Hattier, Sanford & Reynoir
  Broker (for certain Invesco Funds)
Hutchinson, Shockey, Erley & Co.
  Broker (for certain Invesco Funds)
ICRA Online Ltd.
  Rating & Ranking Agency (for certain Invesco Funds)
ICI (Investment Company Institute)
  Analyst (for certain Invesco Funds)
iMoneyNet, Inc.
  Rating & Ranking Agency (for certain Invesco Funds)
Initram Data, Inc.
  Pricing Vendor
Institutional Shareholder Services, Inc.
  Proxy Voting Service (for certain Invesco Funds)
Invesco Investment Services, Inc.
  Transfer Agent
Invesco Senior Secured Management, Inc.
  System Provider (for certain Invesco Funds)
Investment Company Institute
  Analyst (for certain Invesco Funds)

B-1


 

     
Service Provider   Disclosure Category
Investortools, Inc.
  Broker (for certain Invesco Funds)
ITG, Inc.
  Pricing Vendor (for certain Invesco Funds)
J.P. Morgan Securities, Inc.
  Analyst (for certain Invesco Funds)
J.P. Morgan Securities Inc.\Citigroup Global Markets Inc.\JPMorgan Chase Bank, N.A.
  Lender (for certain Invesco Funds)
Janney Montgomery Scott LLC
  Broker (for certain Invesco Funds)
John Hancock Investment Management Services, LLC
  Sub-advisor (for certain sub-advised accounts)
Jorden Burt LLP
  Special Insurance Counsel
KeyBanc Capital Markets, Inc.
  Broker (for certain Invesco Funds)
Kramer Levin Naftalis & Frankel LLP
  Legal Counsel
Lipper, Inc.
  Rating & Ranking Agency (for certain Invesco Funds)
Loan Pricing Corporation
  Pricing Service (for certain Invesco Funds)
Loop Capital Markets
  Broker (for certain Invesco Funds)
M.R. Beal
  Broker (for certain Invesco Funds)
MarkIt Group Limited
  Pricing Vendor (for certain Invesco Funds)
Merrill Communications LLC
  Financial Printer
Mesirow Financial, Inc.
  Broker (for certain Invesco Funds)
Middle Office Solutions
  Software Provider
Moody’s Investors Service
  Rating & Ranking Agency (for certain Invesco Funds)
Morgan Keegan & Company, Inc.
  Broker (for certain Invesco Funds)
Morrison Foerster LLP
  Legal Counsel
MS Securities Services, Inc. and Morgan Stanley & Co. Incorporated
  Securities Lender (for certain Invesco Funds)
Muzea Insider Consulting Services, LLC
  Analyst (for certain Invesco Funds)
Ness USA Inc.
  System provider
Noah Financial, LLC
  Analyst (for certain Invesco Funds)
Omgeo LLC
  Trading System
Piper Jaffray
  Analyst (for certain Invesco Funds)
Prager, Sealy & Co.
  Broker (for certain Invesco Funds)
PricewaterhouseCoopers LLP
  Independent Registered Public Accounting Firm (for
all Invesco Funds)
Protective Securities
  Broker (for certain Invesco Funds)
Ramirez & Co., Inc.
  Broker (for certain Invesco Funds)
Raymond James & Associates, Inc.
  Broker (for certain Invesco Funds)
RBC Capital Markets
  Analyst (for certain Invesco Funds)
RBC Dain Rauscher Incorporated
  Broker (for certain Invesco Funds)
Reuters America LLC
  Pricing Service (for certain Invesco Funds)
Rice Financial Products
  Broker (for certain Invesco Funds)
Robert W. Baird & Co. Incorporated
  Broker (for certain Invesco Funds)
RR Donnelley Financial
  Financial Printer
Ryan Beck & Co.
  Broker (for certain Invesco Funds)
SAMCO Capital Markets, Inc.
  Broker (for certain Invesco Funds)
Seattle-Northwest Securities Corporation
  Broker (for certain Invesco Funds)
Siebert Brandford Shank & Co., L.L.C.
  Broker (for certain Invesco Funds)
Simon Printing Company
  Financial Printer
Southwest Precision Printers, Inc.
  Financial Printer
Standard and Poor’s/Standard and Poor’s Securities Evaluations, Inc.
  Pricing Service and Rating and Ranking Agency (each, respectively, for certain Invesco Funds)
StarCompliance, Inc.
  System Provider
State Street Bank and Trust Company
  Custodian, Lender, Securities Lender, and System Provider (each,

B-2


 

     
Service Provider   Disclosure Category
 
  respectively, for certain Invesco Funds)
Sterne, Agee & Leach, Inc.
  Broker (for certain Invesco Funds)
Stifel, Nicolaus & Company, Incorporated
  Broker (for certain Invesco Funds)
Stradley Ronon Stevens & Young, LLP
  Legal Counsel
The Bank of New York
  Custodian and Securities Lender (each, respectively, for certain Invesco Funds)
The MacGregor Group, Inc.
  Software Provider
The Savader Group LLC
  Broker (for certain Invesco Funds)
Thomson Information Services Incorporated
  Software Provider
UBS Financial Services, Inc.
  Broker (for certain Invesco Funds)
VCI Group Inc.
  Financial Printer
Vining Sparks IBG
  Broker (for Certain Invesco Funds)
Wachovia National Bank, N.A.
  Broker (for certain Invesco Funds)
Western Lithograph
  Financial Printer
Wiley Bros. Aintree Capital L.L.C.
  Broker (for certain Invesco Funds)
William Blair & Co.
  Broker (for certain Invesco Funds)
XSP, LLC\Solutions Plus, Inc.
  Software Provider

B-3


 

APPENDIX C
TRUSTEES AND OFFICERS
As of September 30, 2010
The address of each trustee and officer is 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust’s organizational documents. Each officer serves for a one year term or until their successors are elected and qualified. Column two below includes length of time served with predecessor entities, if any.
                         
                Number of   Other
    Trustee       Funds in Fund   Trusteeship(s)/
Name, Year of Birth   and/or       Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
Interested Persons                
 
                       
Martin L. Flanagan 1 — 1960
Trustee
    2007     Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business

Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)
    214     None
 
                       
Philip A. Taylor 2 — 1954
Trustee, President and Principal Executive Officer
    2006     Head of North American Retail and Senior Managing Director, Invesco Ltd.; Director, Co-Chairman, Co-President and Co-Chief Executive Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment     214     None
 
1   Mr. Flanagan is considered an interested person of the Trust because he is an officer of the adviser to the Trust, and an officer and a director of Invesco Ltd., ultimate parent of the adviser to the Trust.
 
2   Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the adviser to, and a director of the principal underwriter of, the Trust.

C-1


 

                         
                Number of   Other
    Trustee       Funds in Fund   Trusteeship(s)/
Name, Year of Birth   and/or       Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
 
          adviser); Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company); Director, Chairman, Chief Executive Officer and President, Invesco Management Group, Inc. (formerly Invesco Aim Management Group, Inc.) (financial services holding company); Director and President, INVESCO Funds Group, Inc. (registered investment adviser and registered transfer agent) and AIM GP Canada Inc. (general partner for limited partnerships); Director and Chairman, Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) (registered transfer agent) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.) (registered broker dealer); Director, President and Chairman, INVESCO Inc. (holding company) and Invesco Canada Holdings Inc. (holding company); Chief Executive Officer, Invesco Trimark Corporate Class Inc. (corporate mutual fund company) and Invesco Trimark Canada Fund Inc. (corporate mutual fund company); Director and Chief Executive Officer, Invesco Trimark Ltd./Invesco Trimark Ltèe (registered investment adviser and registered transfer agent) and Invesco Trimark Dealer Inc. (registered broker dealer); Trustee, President and Principal Executive Officer, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); Trustee and Executive Vice President, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only); and Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Director and Chairman, Van Kampen Investor Services Inc. and Director and President, Van Kampen Advisors, Inc.

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.) (registered broker dealer); Manager, Invesco PowerShares Capital Management LLC; Director, Chief Executive Officer and President, Invesco Advisers, Inc.; Director, Chairman, Chief
    214     None

C-2


 

                         
                Number of   Other
    Trustee       Funds in Fund   Trusteeship(s)/
Name, Year of Birth   and/or       Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
 
          Executive Officer and President, Invesco Aim Capital Management, Inc.; President, Invesco Trimark Dealer Inc. and Invesco Trimark Ltd./Invesco Trimark Ltèe; Director and President, AIM Trimark Corporate Class Inc. and AIM Trimark Canada Fund Inc.; Senior Managing Director, Invesco Holding Company Limited; Trustee and Executive Vice President, Tax-Free Investments Trust; Director and Chairman, Fund Management Company (former registered broker dealer); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only); President, AIM Trimark Global Fund Inc. and AIM Trimark Canada Fund Inc.            
 
                       
Wayne W. Whalen 3 — 1939
Trustee
    2010     Of Counsel, and prior to 2010, partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to funds in the Fund Complex     232     Director of the Abraham Lincoln Presidential Library Foundation.
 
                       
Independent Trustees                
 
                       
Bruce L. Crockett — 1944
Trustee and Chair
    1987     Chairman, Crockett Technology Associates (technology consulting company)
Formerly: Director, Captaris (unified messaging provider); Director, President and Chief Executive Officer COMSAT Corporation; and Chairman, Board of Governors of INTELSAT (international communications company)
    214     ACE Limited (insurance company); and Investment Company Institute
 
                       
David C. Arch — 1945
Trustee
    2010     Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     232     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board
 
3   Mr. Whalen has been deemed to be an interested person of the Trust because of his prior service as counsel to the predecessor funds of certain Invesco open-end funds and his affiliation with the law firm that served as counsel to such predecessor funds and continues to serve as counsel to the Invesco Van Kampen closed-end funds.

C-3


 

                         
                Number of   Other
    Trustee       Funds in Fund   Trusteeship(s)/
Name, Year of Birth   and/or       Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
 
                      member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan
 
                       
Bob R. Baker — 1936
Trustee
    2003     Retired

Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
    214     None
 
                       
Frank S. Bayley — 1939
Trustee
    2001     Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    214     None
 
                       
James T. Bunch — 1942
Trustee
    2003     Founder, Green, Manning & Bunch Ltd. (investment banking firm)

Formerly: Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    214     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society
 
                       
Rodney Dammeyer — 1940
Trustee
    2010     President of CAC, LLC, a private company offering capital investment and management advisory services.

Formerly: Prior to January 2004, Director of TeleTech Holdings Inc.; Prior to 2002, Director of Arris Group, Inc.; Prior to 2001, Managing Partner at Equity Group Corporate Investments. Prior to 1995, Chief Executive Officer of Itel Corporation. Prior to 1985, experience includes Senior Vice President and Chief Financial Officer of Household International, Inc, Executive Vice President and Chief Financial Officer of Northwest Industries, Inc. and Partner of Arthur Andersen & Co.
    232     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of Ventana Medical Systems, Inc. Prior to April 2007, Director of GATX Corporation. Prior to April 2004, Director of TheraSense, Inc.

C-4


 

                         
                Number of   Other
    Trustee       Funds in Fund   Trusteeship(s)/
Name, Year of Birth   and/or       Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
Albert R. Dowden — 1941
Trustee
    2000     Director of a number of public and private business corporations, including the Boss Group, Ltd. (private investment and management); Reich & Tang Funds (5 portfolios) (registered investment company); and Homeowners of America Holding Corporation/ Homeowners of America Insurance Company (property casualty company)

Formerly: Director, Continental Energy Services, LLC (oil and gas pipeline service); Director, CompuDyne Corporation (provider of product and services to the public security market) and Director, Annuity and Life Re (Holdings), Ltd. (reinsurance company); Director, President and Chief Executive Officer, Volvo Group North America, Inc.; Senior Vice President, AB Volvo; Director of various public and private corporations; Chairman, DHJ Media, Inc.; Director Magellan Insurance Company; and Director, The Hertz Corporation, Genmar Corporation (boat manufacturer), National Media Corporation; Advisory Board of Rotary Power International (designer, manufacturer, and seller of rotary power engines); and Chairman, Cortland Trust, Inc. (registered investment company)
    214     Board of Nature’s Sunshine Products, Inc.
 
                       
Jack M. Fields — 1952
Trustee
    1997     Chief Executive Officer, Twenty First Century Group, Inc. (government affairs company); and Owner and Chief Executive Officer, Dos Angelos Ranch, L.P. (cattle, hunting, corporate entertainment), Discovery Global Education Fund (non-profit) and Cross Timbers Quail Research Ranch (non-profit)

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    214     Administaff
 
                       
Carl Frischling — 1937
Trustee
    1993     Partner, law firm of Kramer Levin Naftalis and Frankel LLP     214     Director, Reich &
Tang Funds (16
portfolios)
 
                       
Prema Mathai-Davis — 1950
Trustee
    1998     Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    214     None

C-5


 

                         
                Number of   Other
    Trustee       Funds in Fund   Trusteeship(s)/
Name, Year of Birth   and/or       Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
Lewis F. Pennock — 1942
Trustee
    1992     Partner, law firm of Pennock & Cooper     214     None
 
                       
Larry Soll — 1942
Trustee
    2003     Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    214     None
 
                       
Hugo F. Sonnenschein 1940
Trustee
    2010     President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Prior to July 2000, President of the University of Chicago.     232     Trustee of the University of Rochester and a member of its investment committee. Member of the National Academy of Sciences, the American Philosophical Society and a fellow of the American Academy of Arts and Sciences
 
                       
Raymond Stickel, Jr. — 1944
Trustee
    2005     Retired

Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
    214     None
 
                       
Officers
                       
 
                       
Russell C. Burk — 1958
Senior Vice President and Senior Officer
    2005     Senior Vice President and Senior Officer, The Invesco Funds     N/A     N/A
 
                       
John M. Zerr — 1962 Senior Vice President, Chief Legal Officer and Secretary
    2006     Director, Senior Vice President, Secretary and General Counsel, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp., Senior Vice President, Invesco Advisers, Inc. formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Senior Vice President and Secretary, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Vice President and Secretary, Invesco     N/A     N/A

C-6


 

                         
                Number of   Other
    Trustee       Funds in Fund   Trusteeship(s)/
Name, Year of Birth   and/or       Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
 
          Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and IVZ Distributors, Inc. (formerly known as INVESCO Distributors, Inc.); Director and Vice President, INVESCO Funds Group, Inc.; Senior Vice President, Chief Legal Officer and Secretary, The Invesco Funds; Manager, Invesco PowerShares Capital Management LLC; Director, Secretary and General Counsel, Van Kampen Asset Management; Director and Secretary, Van Kampen Advisors Inc.; Secretary and General Counsel, Van Kampen Funds Inc.; and Director, Vice President, Secretary and General Counsel, Van Kampen Investor Services Inc.; and General Counsel, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Fund Trust II, PowerShares India Exchange-Traded Fund Trust and PowerShares Actively Managed Exchange-Traded Fund Trust

Formerly: Director, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Senior Vice President, General Counsel and Secretary, Invesco Advisers, Inc.; Director, Vice President and Secretary, Fund Management Company; Director, Senior Vice President, Secretary, General Counsel and Vice President, Invesco Aim Capital Management, Inc.; Chief Operating Officer and General Counsel, Liberty Ridge Capital, Inc. (an investment adviser); Vice President and Secretary, PBHG Funds (an investment company) and PBHG Insurance Series Fund (an investment company); Chief Operating Officer, General Counsel and Secretary, Old Mutual Investment Partners (a broker-dealer); General Counsel and Secretary, Old Mutual Fund Services (an administrator) and Old Mutual Shareholder Services (a shareholder servicing center); Executive Vice President, General Counsel and Secretary, Old Mutual Capital, Inc. (an investment adviser); and Vice President and Secretary, Old Mutual Advisors Funds (an investment company)
           

C-7


 

                         
                Number of   Other
    Trustee       Funds in Fund   Trusteeship(s)/
Name, Year of Birth   and/or       Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
Lisa O. Brinkley — 1959
Vice President
    2004     Global Compliance Director, Invesco Ltd.; Chief Compliance Officer, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc.(formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.; and Vice President, The Invesco Funds

Formerly: Senior Vice President, Invesco Management Group, Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and The Invesco Funds; Vice President and Chief Compliance Officer, Invesco Aim Capital Management, Inc. and Invesco Distributors, Inc.; Vice President, Invesco Investment Services, Inc. and Fund Management Company
    N/A     N/A
 
                       
Sheri Morris — 1964
Vice President, Treasurer and Principal Financial Officer
    1999     Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; and Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser)

Formerly: Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A
 
                       
Karen Dunn Kelley — 1960
Vice President
    1992     Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Van Kampen Investments Inc.; Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.); and Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series     N/A     N/A

C-8


 

                         
                Number of   Other
    Trustee       Funds in Fund   Trusteeship(s)/
Name, Year of Birth   and/or       Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
 
          Trust) and Short-Term Investments Trust); President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).

Formerly: Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Director of Cash Management and Senior Vice President, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; President and Principal Executive Officer, Tax-Free Investments Trust; Director and President, Fund Management Company; Chief Cash Management Officer, Director of Cash Management, Senior Vice President, and Managing Director, Invesco Aim Capital Management, Inc.; Director of Cash Management, Senior Vice President, and Vice President, Invesco Advisers, Inc. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
           
 
                       
Lance A. Rejsek — 1967
Anti-Money Laundering Compliance Officer
    1995     Anti-Money Laundering Compliance Officer, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.), The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management, Van Kampen Investor Services Inc., and Van Kampen Funds Inc.

Formerly: Anti-Money Laundering Compliance Officer, Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A

C-9


 

                         
                Number of   Other
    Trustee       Funds in Fund   Trusteeship(s)/
Name, Year of Birth   and/or       Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
Todd L. Spillane — 1958
Chief Compliance Officer
    2006     Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.), Van Kampen Investments Inc. and Van Kampen Exchange Corp.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. (registered investment adviser) (formerly known as Invesco Institutional (N.A.), Inc.); Chief Compliance Officer, The Invesco Funds, PowerShares Exchange-Traded Fund Trust, PowerShares Exchange-Traded Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, INVESCO Private Capital Investments, Inc. (holding company) and Invesco Private Capital, Inc. (registered investment adviser); Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.), Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.) and Van Kampen Investor Services Inc.

Formerly: Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset Management (N.A.), Inc. and Invesco Senior Secured Management, Inc. (registered investment adviser); Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company
    N/A     N/A

C-10


 

Trustee Ownership of Fund Shares as of December 31, 2009
         
        Aggregate Dollar Range of
        Equity Securities in All
        Registered Investment
    Dollar Range of Equity Securities   Companies Overseen by
Name of Trustee   Per Fund   Trustee in Invesco Funds
 
       
Martin L. Flanagan
  -0-   Over $50,001 - $100,000
 
       
Philip A. Taylor
  -0-   -0-
 
       
Wayne M. Whalen
  N/A   N/A
 
       
David C. Arch
  N/A   N/A
 
       
Bob R. Baker
  Invesco International Small Company Fund
$1-$10,000
  Over $100,000
 
       
Frank S. Bayley
  Invesco European Small Company Fund   Over $100,000
 
  $10,001-$50,000    
 
       
James T. Bunch
  -0-   Over $100,000 4
 
       
Bruce L. Crockett
  -0-   Over $100,000 4
 
       
Rodney Dammeyer
  N/A   N/A
 
       
Albert R. Dowden
  -0-   Over $100,000
 
       
Jack M. Fields
  Invesco European Small Company Fund   Over $100,000 4
 
  $50,001-$100,000    
 
  Invesco International Small Company Fund    
 
  $50,001-$100,000    
 
       
Carl Frischling
  Invesco European Small Company Fund   Over $100,000 4
 
  Over $100,000    
 
  Invesco International Small Company Fund    
 
  $10,001-$50,000    
 
  Invesco Small Cap Equity Fund    
 
  $50,001-$100,000    
 
       
Prema Mathai-Davis
  -0-   Over $100,000 4
 
       
Lewis F. Pennock
  Invesco Global Core Equity Fund   Over $100,000
 
  $10,001-$50,000    
 
  Invesco Select Equity Fund    
 
  $1-$10,000    
 
       
Larry Soll
  Invesco Basic Balanced Fund   Over $100,000 4
 
  $10,001-$50,000    
 
  Invesco Select Equity Fund    
 
  $10,001-$50,000    
 
       
Hugo F. Sonnenschein
  N/A   N/A
 
       
Raymond Stickel, Jr.
  -0-   Over $100,000
 
4   Includes the total amount of compensation deferred by the trustee at his or her election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the Invesco Funds.

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APPENDIX D
TRUSTEE COMPENSATION TABLE
Set forth below is information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with Invesco during the year ended December 31, 2009:
                                 
            Retirement   Estimated   Total
    Aggregate   Benefits   Annual   Compensation
    Compensation   Accrued by All   Benefits Upon   From all
Trustee   from the Trust (1)   Invesco Funds (2)   Retirement (3)   Invesco Funds (4)
David C. Arch (5)
  $ 0     $ 42,315     $ 105,000     $ 227,131  
Bob R. Baker
  $ 10,783     $ 125,039     $ 197,868     $ 259,100  
Frank S. Bayley
    11,479       115,766       154,500       275,700  
James T. Bunch
    9,780       142,058       154,500       235,000  
Bruce L. Crockett
    21,236       104,012       154,500       509,900  
Rodney Dammeyer (5)
    0       86,550       105,000       227,131  
Albert R. Dowden
    11,477       142,622       154,500       275,700  
Jack M. Fields
    9,780       122,608       154,500       235,000  
Carl Frischling (6)
    11,239       124,703       154,500       269,950  
Prema Mathai-Davis
    10,681       120,758       154,500       256,600  
Lewis F. Pennock
    9,780       107,130       154,500       235,000  
Larry Soll
    10,681       161,084       176,202       256,600  
Hugo F. Sonnenschein (5)
    0       87,154       105,000       227,131  
Raymond Stickel, Jr.
    12,480       107,154       154,500       299,800  
Wayne W. Whalen (5)
    0       82,190       105,000       227,131  
 
(1)   Amounts shown are based upon the fiscal year ended December 31, 2009. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended December 31, 2009, including earnings, was $18,314.
 
(2)   During the fiscal year ended December 31, 2009, the total amount of expenses allocated to the Trust in respect of such retirement benefits was $23,594.
 
(3)   These amounts represent the estimated annual benefits payable by the Invesco Funds upon the trustees’ retirement and assumes each trustee serves until his or her normal retirement date.
 
(4)   All trustees currently serve as trustee of 12 registered investment companies advised by Invesco.
 
(5)   Messers. Arch, Dammeyer, Sonnenschein and Whalen were elected trustees of the Trust effective June 15, 2010.
 
(6)   During the fiscal year ended December 31, 2009, the Trust paid $23,657 in legal fees to Kramer, Levin, Naftalis & Frankel LLP for services rendered by such firm as counsel to the independent trustees of the Trust. Mr. Frischling is a partner of such firm.

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APPENDIX E
(INVESCO LOGO)
I.2. PROXY POLICIES AND PROCEDURES – RETAIL
     
Applicable to
  Retail Accounts
 
   
Risk Addressed by Policy
  breach of fiduciary duty to client under Investment Advisers Act of 1940 by placing Invesco personal interests ahead of client best economic interests in voting proxies
 
   
Relevant Law and Other Sources
  Investment Advisers Act of 1940
 
   
Last Tested Date
   
 
   
Policy/Procedure Owner
  Advisory Compliance
 
   
Policy Approver
  Fund Board
 
   
Approved/Adopted Date
  January 1, 2010
The following policies and procedures apply to certain funds and other accounts managed by Invesco Advisers, Inc. (“Invesco”).
A. POLICY STATEMENT
Introduction
Our Belief
The Invesco Funds Boards of Trustees and Invesco’s investment professionals expect a high standard of corporate governance from the companies in our portfolios so that Invesco may fulfill its fiduciary obligation to our fund shareholders and other account holders. Well governed companies are characterized by a primary focus on the interests of shareholders, accountable boards of directors, ample transparency in financial disclosure, performance-driven cultures and appropriate consideration of all stakeholders. Invesco believes well governed companies create greater shareholder wealth over the long term than poorly governed companies, so we endeavor to vote in a manner that increases the value of our investments and fosters good governance within our portfolio companies.
In determining how to vote proxy issues, Invesco considers the probable business consequences of each issue and votes in a manner designed to protect and enhance fund shareholders’ and other account holders’ interests. Our voting decisions are intended to enhance each company’s total shareholder value over Invesco’s typical investment horizon.
Proxy voting is an integral part of Invesco’s investment process. We believe that the right to vote proxies should be managed with the same care as all other elements of the investment process. The objective of Invesco’s proxy-voting activity is to promote good governance and advance the economic interests of our clients. At no time will Invesco exercise its voting power to advance its own commercial interests, to pursue a social or political cause that is unrelated to our clients’ economic interests, or to favor a particular client or business relationship to the detriment of others.
B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES
Proxy administration
The Invesco Retail Proxy Committee (the “Proxy Committee”) consists of members representing Invesco’s Investments, Legal and Compliance departments. Invesco’s Proxy Voting Guidelines (the
January 2010

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“Guidelines”) are revised annually by the Proxy Committee, and are approved by the Invesco Funds Boards of Trustees. The Proxy Committee implements the Guidelines and oversees proxy voting.
The Proxy Committee has retained outside experts to assist with the analysis and voting of proxy issues. In addition to the advice offered by these experts, Invesco uses information gathered from our own research, company managements, Invesco’s portfolio managers and outside shareholder groups to reach our voting decisions.
Generally speaking, Invesco’s investment-research process leads us to invest in companies led by management teams we believe have the ability to conceive and execute strategies to outperform their competitors. We select companies for investment based in large part on our assessment of their management teams’ ability to create shareholder wealth. Therefore, in formulating our proxy-voting decisions, Invesco gives proper consideration to the recommendations of a company’s Board of Directors.
Important principles underlying the Invesco Proxy Voting Guidelines
I. Accountability
Management teams of companies are accountable to their boards of directors, and directors of publicly held companies are accountable to their shareholders. Invesco endeavors to vote the proxies of its portfolio companies in a manner that will reinforce the notion of a board’s accountability to its shareholders. Consequently, Invesco votes against any actions that would impair the rights of shareholders or would reduce shareholders’ influence over the board or over management.
The following are specific voting issues that illustrate how Invesco applies this principle of accountability.
    Elections of directors. In uncontested director elections for companies that do not have a controlling shareholder, Invesco votes in favor of slates if they are comprised of at least a majority of independent directors and if the boards’ key committees are fully independent. Key committees include the Audit, Compensation and Governance or Nominating Committees. Invesco’s standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve.
 
      Contested director elections are evaluated on a case-by-case basis and are decided within the context of Invesco’s investment thesis on a company.
 
    Director performance. Invesco withholds votes from directors who exhibit a lack of accountability to shareholders, either through their level of attendance at meetings or by enacting egregious corporate-governance or other policies. In cases of material financial restatements, accounting fraud, habitually late filings, adopting shareholder rights plan (“poison pills”) without shareholder approval, or other areas of poor performance, Invesco may withhold votes from some or all of a company’s directors. In situations where directors’ performance is a concern, Invesco may also support shareholder proposals to take corrective actions such as so-called “clawback” provisions.
 
    Auditors and Audit Committee members. Invesco believes a company’s Audit Committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a company’s internal controls. Independence, experience and financial expertise are critical elements of a well-functioning Audit Committee. When electing directors who are members of a company’s Audit Committee, or when ratifying a company’s auditors, Invesco considers the past performance of the Committee and holds its members accountable for the quality of the company’s financial statements and reports.
 
    Majority standard in director elections. The right to elect directors is the single most important mechanism shareholders have to promote accountability. Invesco supports the nascent effort to reform the U.S. convention of electing directors, and votes in favor of proposals to elect directors by a majority vote.
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    Classified boards. Invesco supports proposals to elect directors annually instead of electing them to staggered multi-year terms because annual elections increase a board’s level of accountability to its shareholders.
 
    Supermajority voting requirements. Unless proscribed by law in the state of incorporation, Invesco votes against actions that would impose any supermajority voting requirement, and supports actions to dismantle existing supermajority requirements.
 
    Responsiveness. Invesco withholds votes from directors who do not adequately respond to shareholder proposals that were approved by a majority of votes cast the prior year.
 
    Cumulative voting. The practice of cumulative voting can enable minority shareholders to have representation on a company’s board. Invesco supports proposals to institute the practice of cumulative voting at companies whose overall corporate-governance standards indicate a particular need to protect the interests of minority shareholders.
 
    Shareholder access. On business matters with potential financial consequences, Invesco votes in favor of proposals that would increase shareholders’ opportunities to express their views to boards of directors, proposals that would lower barriers to shareholder action and proposals to promote the adoption of generally accepted best practices in corporate governance.
II. Incentives
Invesco believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce managements and employees of our portfolio companies to create greater shareholder wealth. Invesco supports equity compensation plans that promote the proper alignment of incentives, and votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features, and plans that appear likely to reduce the value of an account’s investment.
Following are specific voting issues that illustrate how Invesco evaluates incentive plans.
    Executive compensation. Invesco evaluates compensation plans for executives within the context of the company’s performance under the executives’ tenure. Invesco believes independent compensation committees are best positioned to craft executive-compensation plans that are suitable for their company-specific circumstances. We view the election of those independent compensation committee members as the appropriate mechanism for shareholders to express their approval or disapproval of a company’s compensation practices. Therefore, Invesco generally does not support shareholder proposals to limit or eliminate certain forms of executive compensation. In the interest of reinforcing the notion of a compensation committee’s accountability to shareholders, Invesco supports proposals requesting that companies subject each year’s compensation record to an advisory shareholder vote, or so-called “say on pay” proposals.
 
    Equity-based compensation plans. When voting to approve or reject equity-based compensation plans, Invesco compares the total estimated cost of the plans, including stock options and restricted stock, against a carefully selected peer group and uses multiple performance metrics that help us determine whether the incentive structures in place are creating genuine shareholder wealth. Regardless of a plan’s estimated cost relative to its peer group, Invesco votes against plans that contain structural features that would impair the alignment of incentives between shareholders and management. Such features include the ability to reprice or reload options without shareholder approval, the ability to issue options below the stock’s current market price, or the ability to automatically replenish shares without shareholder approval.
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    Employee stock-purchase plans. Invesco supports employee stock-purchase plans that are reasonably designed to provide proper incentives to a broad base of employees, provided that the price at which employees may acquire stock is at most a 15 percent discount from the market price.
 
    Severance agreements. Invesco generally votes in favor of proposals requiring advisory shareholder ratification of executives’ severance agreements. However, we oppose proposals requiring such agreements to be ratified by shareholders in advance of their adoption.
III. Capitalization
Examples of management proposals related to a company’s capital structure include authorizing or issuing additional equity capital, repurchasing outstanding stock, or enacting a stock split or reverse stock split. On requests for additional capital stock, Invesco analyzes the company’s stated reasons for the request. Except where the request could adversely affect the fund’s ownership stake or voting rights, Invesco generally supports a board’s decisions on its needs for additional capital stock. Some capitalization proposals require a case-by-case analysis within the context of Invesco’s investment thesis on a company. Examples of such proposals include authorizing common or preferred stock with special voting rights, or issuing additional stock in connection with an acquisition.
IV. Mergers, Acquisitions and Other Corporate Actions
Issuers occasionally require shareholder approval to engage in certain corporate actions such as mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and reincorporations. Invesco analyzes these proposals within the context of our investment thesis on the company, and determines its vote on a case-by-case basis.
V. Anti-Takeover Measures
Practices designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they create conflicts of interests among directors, management and shareholders. Except under special issuer-specific circumstances, Invesco votes to reduce or eliminate such measures. These measures include adopting or renewing “poison pills”, requiring supermajority voting on certain corporate actions, classifying the election of directors instead of electing each director to an annual term, or creating separate classes of common or preferred stock with special voting rights. Invesco generally votes against management proposals to impose these types of measures, and generally votes for shareholder proposals designed to reduce such measures. Invesco supports shareholder proposals directing companies to subject their anti-takeover provisions to a shareholder vote.
VI. Shareholder Proposals on Corporate Governance
Invesco generally votes for shareholder proposals that are designed to protect shareholder rights if a company’s corporate-governance standards indicate that such additional protections are warranted.
VII. Shareholder Proposals on Social Responsibility
The potential costs and economic benefits of shareholder proposals seeking to amend a company’s practices for social reasons are difficult to assess. Analyzing the costs and economic benefits of these proposals is highly subjective and does not fit readily within our framework of voting to create greater shareholder wealth over Invesco’s typical investment horizon. Therefore, Invesco abstains from voting on shareholder proposals deemed to be of a purely social, political or moral nature.
VIII. Routine Business Matters
Routine business matters rarely have a potentially material effect on the economic prospects of fund holdings, so we generally support the board’s discretion on these items. However, Invesco votes against proposals where there is insufficient information to make a decision about the nature of the proposal. Similarly, Invesco votes against proposals to conduct other unidentified business at shareholder meetings.
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Summary
These Guidelines provide an important framework for making proxy-voting decisions, and should give fund shareholders and other account holders insight into the factors driving Invesco’s decisions. The Guidelines cannot address all potential proxy issues, however. Decisions on specific issues must be made within the context of these Guidelines and within the context of the investment thesis of the funds and other accounts that own the company’s stock. Where a different investment thesis is held by portfolio managers who may hold stocks in common, Invesco may vote the shares held on a fund-by-fund or account-by-account basis.
Exceptions
In certain circumstances, Invesco may refrain from voting where the economic cost of voting a company’s proxy exceeds any anticipated benefits of that proxy proposal.
Share-lending programs
One reason that some portion of Invesco’s position in a particular security might not be voted is the securities lending program. When securities are out on loan and earning fees for the lending fund, they are transferred into the borrower’s name. Any proxies during the period of the loan are voted by the borrower. The lending fund would have to terminate the loan to vote the company’s proxy, an action that is not generally in the best economic interest of fund shareholders. However, whenever Invesco determines that the benefit to shareholders or other account holders of voting a particular proxy outweighs the revenue lost by terminating the loan, we recall the securities for the purpose of voting the fund’s full position.
“Share-blocking”
Another example of a situation where Invesco may be unable to vote is in countries where the exercise of voting rights requires the fund to submit to short-term trading restrictions, a practice known as “share-blocking.” Invesco generally refrains from voting proxies in share-blocking countries unless the portfolio manager determines that the benefit to fund shareholders and other account holders of voting a specific proxy outweighs the fund’s or other account’s temporary inability to sell the security.
International constraints
An additional concern that sometimes precludes our voting non-U.S. proxies is our inability to receive proxy materials with enough time and enough information to make a voting decision. In the great majority of instances, however, we are able to vote non-U.S. proxies successfully. It is important to note that Invesco makes voting decisions for non-U.S. issuers using these Guidelines as our framework, but also takes into account the corporate-governance standards, regulatory environment and generally accepted best practices of the local market.
Exceptions to these Guidelines
Invesco retains the flexibility to accommodate company-specific situations where strictly adhering to the Guidelines would lead to a vote that the Proxy Committee deems not to be in the best interest of the funds’ shareholders and other account holders. In these situations, the Proxy Committee will vote the proxy in the manner deemed to be in the best interest of the funds’ shareholders and other account holders, and will promptly inform the funds’ Boards of Trustees of such vote and the circumstances surrounding it.
Resolving potential conflicts of interest
A potential conflict of interest arises when Invesco votes a proxy for an issuer with which it also maintains a material business relationship. Examples could include issuers that are distributors of Invesco’s products, or issuers that employ Invesco to manage portions of their retirement plans or treasury accounts. Invesco reviews each proxy proposal to assess the extent, if any, to which there may be a material conflict between the interests of the fund shareholders or other account holders and Invesco.
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Invesco takes reasonable measures to determine whether a potential conflict may exist. A potential conflict is deemed to exist only if one or more of the Proxy Committee members actually knew or should have known of the potential conflict.
If a material potential conflict is deemed to exist, Invesco may resolve the potential conflict in one of the following ways: (1) if the proposal that gives rise to the potential conflict is specifically addressed by the Guidelines, Invesco may vote the proxy in accordance with the predetermined Guidelines; (2) Invesco may engage an independent third party to determine how the proxy should be voted; or (3) Invesco may establish an ethical wall or other informational barrier between the persons involved in the potential conflict and the persons making the proxy-voting decision in order to insulate the potential conflict from the decision makers.
Because the Guidelines are pre-determined and crafted to be in the best economic interest of shareholders and other account holders, applying the Guidelines to vote client proxies should, in most instances, adequately resolve any potential conflict of interest. As an additional safeguard against potential conflicts, persons from Invesco’s marketing, distribution and other customer-facing functions are precluded from becoming members of the Proxy Committee.
On a quarterly basis, the Invesco Funds Boards of Trustees review a report from Invesco’s Internal Compliance Controls Committee. The report contains a list of all known material business relationships that Invesco maintains with publicly traded issuers. That list is cross-referenced with the list of proxies voted over the period. If there are any instances where Invesco’s voting pattern on the proxies of its material business partners is inconsistent with its voting pattern on all other issuers, they are brought before the Trustees and explained by the Chairman of the Proxy Committee.
Personal conflicts of interest. If any member of the Proxy Committee has a personal conflict of interest with respect to a company or an issue presented for voting, that Proxy Committee member will inform the Proxy Committee of such conflict and will abstain from voting on that company or issue.
Funds of funds . Some Invesco Funds offering diversified asset allocation within one investment vehicle own shares in other Invesco Funds. A potential conflict of interest could arise if an underlying Invesco Fund has a shareholder meeting with any proxy issues to be voted on, because Invesco’s asset-allocation funds or target-maturity funds may be large shareholders of the underlying fund. In order to avoid any potential for a conflict, the asset-allocation funds and target maturity funds vote their shares in the same proportion as the votes of the external shareholders of the underlying fund.
C. RECORDKEEPING
Records are maintained in accordance with Invesco’s Recordkeeping Policy.
Policies and Vote Disclosure
A copy of these Guidelines and the voting record of each Invesco Fund are available on our web site, www.invesco.com . In accordance with Securities and Exchange Commission regulations, all funds file a record of all proxy-voting activity for the prior 12 months ending June 30th. That filing is made on or before August 31st of each year.
January 2010

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Invesco Asset Management Deutschland GmbH
Invesco Kapitalanlagegesellschaft mbH
Proxy Voting Policy
Version History, Changes:
   Version: 1.2: Descriptions; Update of Names; Update of Appendix B
   Version: 1.1: Format; Update of Appendix B
   Version: 1.0: Initial Version
August 2009

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GENERAL POLICY
Invesco has responsibility for making investment decisions that are in the best interests of its clients. As part of the investment management services it provides to clients, Invesco may be authorized by clients to vote proxies appurtenant to the shares for which the clients are beneficial owners.
Invesco believes that it has a duty to manage clients’ assets in the best economic interests of the clients and that the ability to vote proxies is a client asset.
Invesco reserves the right to amend its proxy policies and procedures from time to time without prior notice to its clients.
PROXY VOTING POLICIES
Voting of Proxies
Invesco will on a fund by fund basis, decide whether it will vote proxies and if so, for which parts of the portfolio it will vote for. If Invesco decides to vote proxies, it will do so in accordance with the procedures set forth below. If the client retains in writing the right to vote or if Invesco determines that any benefit the client might gain from voting a proxy would be outweighed by the costs associated therewith, it will refrain from voting.
Best Economic Interests of Clients
In voting proxies, Invesco will take into consideration those factors that may affect the value of the security and will vote proxies in a manner in which, in its opinion, is in the best economic interests of clients. Invesco endeavors to resolve any conflicts of interest exclusively in the best economic interests of clients.
Certain Proxy Votes May Not Be Cast
In some cases, Invesco may determine that it is not in the best economic interests of clients to vote proxies. For example, proxy voting in certain countries outside the United States requires share blocking. Shareholders who wish to vote their proxies must deposit their shares 7 to 21 days before the date of the meeting with a designated depositary. During the blocked period, shares to be voted at the meeting cannot be sold until the meeting has taken place and the shares have been returned to the Custodian/Sub-Custodian bank. In addition, voting certain international securities may involve unusual costs to clients. In other cases, it may not be possible to vote certain proxies despite good faith efforts to do so, for instance when inadequate notice of the matter is provided. In the instance of loan securities, voting of proxies typically requires termination of the loan, so it is not usually in the best economic interests of clients to vote proxies on loaned securities. Invesco typically will not, but reserves the right to, vote where share blocking restrictions, unusual costs or other barriers to efficient voting apply. If Invesco does not vote, it would have made the determination that the cost of voting exceeds the expected benefit to the client.
Risk Metrics Group Services
Invesco has contracted with Risk Metrics Group (“RMG”), previously Institutional Shareholder Services — ISS, an independent third party service provider, to vote Invesco’s clients’ proxies according to RMG’s proxy voting recommendations. In addition, RMG will provide proxy analyses, vote recommendations, vote execution and record-keeping services for clients for which Invesco has proxy voting responsibility. On an annual basis, Invesco will review information obtained from RMG to

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ascertain whether RMG (i) has the capacity and competency to adequately analyze proxy issues, and (ii) can make such recommendations in an impartial manner and in the best economic interest of Invesco’s clients. This may include a review of RMG’s Policies, Procedures and Practices Regarding Potential Conflicts of Interests and obtaining information about the work RMG does for corporate issuers and the payments RMG receives from such issuers.
Custodians forward proxy materials for clients who rely on Invesco to vote proxies to RMG. RMG is responsible for exercising the voting rights in accordance with the RMG proxy voting guidelines. If Invesco receives proxy materials in connection with a client’s account where the client has, in writing, communicated to Invesco that the client, plan fiduciary or other third party has reserved the right to vote proxies, Invesco will forward to the party appointed by client any proxy materials it receives with respect to the account. In order to avoid voting proxies in circumstances where Invesco, or any of its affiliates have or may have any conflict of interest, real or perceived, Invesco has engaged RMG to provide the proxy analyses, vote recommendations and voting of proxies.
In the event that (i) RMG recuses itself on a proxy voting matter and makes no recommendation or (ii) Invesco decides to override the RMG vote recommendation, the Proxy Voting Committee (PVC) of the Global Quantitative Equities Group and the Compliance Officer will review the issue and direct ISS how to vote the proxies as described below.
ISS Recusal
When RMG makes no recommendation on a proxy voting issue or is recused due to a conflict of interest, the Proxy Voting Committee (PVC) of the Invesco Global Quantitative Equitites and the Compliance Officer will review the issue and, if Invesco does not have a conflict of interest, direct RMG how to vote the proxies. In such cases where Invesco has a conflict of interest, Invesco, in its sole discretion, shall either (a) vote the proxies pursuant to RMG’s general proxy voting guidelines, (b) engage an independent third party to provide a vote recommendation, or (c) contact its client(s) for direction as to how to vote the proxies.
Override of RMG Recommendation
There may be occasions where the Invesco investment personnel or senior officers seek to override RMG’s recommendations if they believe that RMG’s recommendations are not in accordance with the best economic interests of clients. In the event that an individual listed above in this section disagrees with an RMG recommendation on a particular voting issue, the individual shall document in writing the reasons that he/she believes that the RMG recommendation is not in accordance with clients’ best economic interests and submit such written documentation to the Proxy Voting Committee (PVC) of the Global Quantitative Equitites Group. Upon review of the documentation and consultation with the individual and others as the PVC deems appropriate, the PVC together with the Compliance Officer may make a determination to override the RMG voting recommendation if they determine that it is in the best economic interests of clients.
Proxy Voting Records
Clients may obtain information about how Invesco voted proxies on their behalf by contacting their client services representative. Alternatively, clients may make a written request for proxy voting information.

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CONFLICTS OF INTEREST
Procedures to Address Conflicts of Interest and Improper Influence
In order to avoid voting proxies in circumstances where Invesco or any of its affiliates have or may have any conflict of interest, real or perceived, Invesco has contracted with RMG to provide proxy analyses, vote recommendations and voting of proxies. Unless noted otherwise by RMG, each vote recommendation provided by RMG to Invesco includes a representation from RMG that RMG faces no conflict of interest with respect to the vote. In instances where RMG has recused itself and makes no recommendation on a particular matter or if an override submission is requested, the Proxy Voting Committee (PVC) of the Global Quantitative Equitites Group together with the Compliance Officer shall determine how the proxy is to be voted and instruct accordingly in which case the conflict of interest provisions discussed below shall apply.
In effecting the policy of voting proxies in the best economic interests of clients, there may be occasions where the voting of such proxies may present a real or perceived conflict of interest between Invesco, as the investment manager, and clients.
For each director, officer and employee of Invesco (“Invesco person”), the interests of Invesco’s clients must come first, ahead of the interest of Invesco and any person within the Invesco organization, which includes Invesco’s affiliates.
Accordingly, each Invesco person must not put “personal benefit,” whether tangible or intangible, before the interests of clients of Invesco or otherwise take advantage of the relationship to Invesco’s clients. “Personal benefit” includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever, except a benefit for a client of Invesco, as appropriate. It is imperative that each of Invesco’s directors, officers and employees avoid any situation that might compromise, or call into question, the exercise of fully independent judgment in the interests of Invesco’s clients.
Occasions may arise where a person or organization involved in the proxy voting process may have a conflict of interest. A conflict of interest may also exist if Invesco has a business relationship with (or is actively soliciting business from) either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. An Invesco person shall not be considered to have a conflict of interest if the Invesco person did not know of the conflict of interest and did not attempt to influence the outcome of a proxy vote. Any individual with actual knowledge of a conflict of interest relating to a particular referral item shall disclose that conflict to the Compliance Officer.
The following are examples of situations where a conflict may exist:
    Business Relationships — where Invesco manages money for a company or an employee group, manages pension assets or is actively soliciting any such business, or leases office space from a company;
 
    Personal Relationships — where a Invesco person has a personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships; and
 
    Familial Relationships — where an Invesco person has a known familial relationship relating to a company (e.g. a spouse or other relative who serves as a director of a public company or is employed by the company).

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In the event that Invesco (or an affiliate) manages assets for a company, its pension plan, or related entity and where clients’ funds are invested in that company’s shares, it will not take into consideration this relationship and will vote proxies in that company solely in the best economic interest of its clients.
It is the responsibility of the Invesco person to report any real or potential conflict of interest of which such individual has actual knowledge to the Compliance Officer, who shall present any such information to the Head of Continental Europe Compliance. However, once a particular conflict has been reported to the Compliance Officer, this requirement shall be deemed satisfied with respect to all individuals with knowledge of such conflict.
In addition, any Invesco person who submits an RMG override recommendation to the Proxy Voting Committee (PVC) of the Global Quantitative Equitites Group shall certify as to their compliance with this policy concurrently with the submission of their override recommendation. A form of such certification is attached as Appendix A hereto.
In addition, the Proxy Voting Committee (PVC) of the Global Quantitative Equities Group must notify Invesco’s Compliance Officer with impunity and without fear of retribution or retaliation, of any direct, indirect or perceived improper influence made by anyone within Invesco or by an affiliated company’s representatives with regard to how Invesco should vote proxies. The Compliance Officer will investigate the allegations and will report his or her findings to the Invesco Risk Management Committee and to the Head of Continental Europe Compliance. In the event that it is determined that improper influence was made, the Risk Management Committee will determine the appropriate action to take which may include, but is not limited to,
(1) notifying the affiliated company’s Chief Executive Officer, its Management Committee or Board of Directors,
(2) taking remedial action, if necessary, to correct the result of any improper influence where clients have been harmed, or
(3) notifying the appropriate regulatory agencies of the improper influence and to fully cooperate with these regulatory agencies as required. In all cases, the Proxy Voting Committee (PVC) of the Global Quantitative Equities Group together with the Compliance Officer shall not take into consideration the improper influence in determining how to vote proxies and will vote proxies solely in the best economic interest of clients.
RMG PROXY VOTING GUIDELINES
A copy of RMG’s Proxy Voting Guidelines Summary in effect as of the revised date set forth on the title page of this Proxy Voting Policy, which can be found at http://www.riskmetrics.com/policy .

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INVESCO PERPETUAL
POLICY ON CORPORATE GOVERNANCE
(Updated February 2008)
1.   Introduction
 
    Invesco Perpetual (IP), the trading name of Invesco Asset Management Limited, has adopted a clear and considered policy towards its responsibility as a shareholder. As part of this policy, IP will take steps to satisfy itself about the extent to which the companies in which it invests comply with local recommendations and practices, such as the UK Combined Code issued by the Committee on Corporate Governance and/or the U.S. Department of Labor Interpretive Bulletins.
 
2.   Responsible Voting
 
    IP has a responsibility to optimise returns to its clients. As a core part of the investment process, Fund Managers will endeavour to establish a dialogue with management to promote company decision making that is in the best interests of shareholders, and is in accordance with good Corporate Governance principles.
 
    IP considers that shareholder activism is fundamental to good Corporate Governance. Whilst this does not entail intervening in daily management decisions, it does involve supporting general standards for corporate activity and, where necessary, taking the initiative to ensure those standards are met.
 
    One important means of putting shareholder responsibility into practice is via the exercising of voting rights. In deciding whether to vote shares, IP will take into account such factors as the likely impact of voting on management activity, and where expressed, the preference of clients. As a result of these two factors, IP will tend to vote on all UK and European shares, but to vote on a more selective basis on other shares. (See Appendix I — Voting on non-UK/European shares)
 
    IP considers that the voting rights attached to its clients’ investments should be actively managed with the same duty of care as that applied to all other aspects of asset administration. As such, voting rights will be exercised on an informed and independent basis, and will not simply be passed back to the company concerned for discretionary voting by the Chairman. In doing this, IP will have in mind three objectives:
 
    i) To protect the rights of its clients
 
  ii) To minimise the risk of financial or business impropriety within the companies in which its clients are invested, and
 
  iii) To protect the long-term value of its clients’ investments.
 
    It is important to note that, when exercising voting rights, a third option of abstention can also be used as a means of expressing dissatisfaction, or lack of support, to a Board on a particular issue. Additionally, in the event of a conflict of interest arising between IP and its clients over a specific issue, IP will either abstain or seek instruction from each client.
 
    IP will exercise actively the voting rights represented by the shares it manages on behalf of its investors.
 
    Note: Share Blocking
 
    Generally, IP will not vote where this results in shares being blocked from trading for a period of more than a few hours. IP considers that it is not in the interest of clients that their shares are blocked at a potentially sensitive time, such as that around a shareholder meeting.

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3.   Voting Procedures
 
    IP will endeavour to keep under regular review with trustees, depositaries and custodians the practical arrangements for circulating company resolutions and notices of meetings and for exercising votes in accordance with standing or special instructions.
 
    IP will endeavour to review regularly any standing or special instructions on voting and where possible, discuss with company representatives any significant issues.
 
    IP will take into account the implications of stock lending arrangements where this is relevant (that is, when stock is lent to the extent permitted by local regulations, the voting rights attaching to that stock pass to the borrower). If a stock is on loan and therefore cannot be voted, it will not necessarily be recalled in instances where we would vote with management. Individual IP Fund Managers enter securities lending arrangements at their own discretion and where they believe it is for the potential benefit of their investors.
 
4.   Dialogue with Companies
 
    IP will endeavour, where practicable in accordance with its investment processes, to enter into a dialogue with companies based on the mutual understanding of objectives. This dialogue is likely to include regular meetings with company representatives to explore any concerns about corporate governance where these may impact on the best interests of clients. In discussion with Company Boards and senior non-Executive Directors, IP will endeavour to cover any matters with particular relevance to shareholder value.
 
    Specifically when considering resolutions put to shareholders, IP will pay attention to the companies’ compliance with the relevant local requirements. In addition, when analysing the company’s prospects for future profitability and hence returns to shareholders, IP will take many variables into account, including but not limited to, the following:
    Nomination and audit committees     
 
    Remuneration committee and directors’ remuneration     
 
    Board balance and structure     
 
    Financial reporting principles     
 
    Internal control system and annual review of its effectiveness     
 
    Dividend and Capital Management policies     
5.   Non-Routine Resolutions and Other Topics
 
    These will be considered on a case-by-case basis and where proposals are put to the vote will require proper explanation and justification by (in most instances) the Board. Examples of such would be all SRI issues (i.e. those with social, environmental or ethical connotations), political donations, and any proposal raised by a shareholder or body of shareholders (typically a pressure group).
 
    Apart from the three fundamental voting objectives set out under ‘Responsible Voting’ above, considerations that IP might apply to non-routine proposals will include:
 
  i) The degree to which the company’s stated position on the issue could affect its reputation and/or sales, or leave it vulnerable to boycott or selective purchasing
 
  ii) What other companies have done in response to the issue
 
  iii) Whether implementation would achieve the objectives sought in the proposal
 
  iv) Whether the matter is best left to the Board’s discretion.
6.   Evaluation of Companies’ Corporate Governance Arrangements

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    IP will, when evaluating companies’ governance arrangements, particularly those relating to board structure and composition, give due weight to all relevant factors drawn to their attention.
 
7.   Disclosure
 
    On request from clients, IP will in good faith provide records of voting instructions given to third parties such as trustees, depositaries and custodians provided that
  (i)   in IP’s discretion, to do so does not conflict with the best interests of other clients and
 
  (ii)   it is understood that IP will not be held accountable for the expression of views within such voting instructions and
 
  (iii)   IP are not giving any assurance nor undertaking any obligation to ensure that such instructions resulted in any votes actually being cast. Records of voting instructions within the immediate preceding 3 months will not normally be provided.
Note:   The record of votes will reflect the voting instruction of the relevant Fund Manager. This may not be the same as votes actually cast as IP is entirely reliant on third parties complying promptly with such instructions to ensure that such votes are cast correctly. Accordingly, the provision of information relating to an instruction does not mean that a vote was actually cast, just that an instruction was given in accordance with a particular view taken.

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Appendix I
Voting on non-UK/European shares
    When deciding whether to exercise the voting rights attached to its clients’ non-UK/European shares, IP will take into consideration a number of factors. These will include:
    the likely impact of voting on management activity, versus the cost to the client
 
    the portfolio management restrictions (e.g. share blocking) that may result from voting
 
    the preferences, where expressed, of clients
    Generally, IP will vote on non-UK/European shares by exception only, except where the client or local regulator expressly requires voting on all shares.
 
    Share Blocking
 
    Generally, IP will not vote where this results in shares being blocked from trading for a period of more than a few hours. IP considers that it is not in the interest of clients that their shares are blocked at a potentially sensitive time, such as that around a shareholder meeting.

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Proxy policy applies to the following:
Invesco Asset Management (Japan) Limited
(Quick Translation)
Internal Rules on Proxy Voting Execution
(Purpose)
Article 1
INVESCO Asset Management (Japan) Limited (referred to as “INVESCO” thereafter) assumes a fiduciary responsibility to vote proxies in the best interest of its trustors and beneficiaries. In addition, INVESCO acknowledges its responsibility as a fiduciary to vote proxies prudently and solely for the purpose of maximizing the economic values of trustors (investors) and beneficiaries. So that it may fulfill these fiduciary responsibilities to trustors (investors) and beneficiaries, INVESCO has adopted and implemented these internal rules reasonably designed to ensure that the business operations of the company to invest are appropriately conducted in the best interest of shareholders and are always monitored by the shareholders.
(Proxy Voting Policy)
Article 2
INVESCO exercises the voting right in the best interest of its trustors and beneficiaries not in the interests of the third parties. The interests of trustors and beneficiaries are defined as the increase of the value of the enterprise or the expansion of the economic value of the shareholders or to protect these values from the impairment.
(Voting Exercise Structure)
Article 3
Please refer to the Article 2 of Proxy Voting basic Policy as per attached.
(Proxy Voting Guidelines)
Article 4
Please refer to Proxy Voting Guidelines (Attachment 2).
(Proxy Voting Process)
Article 5
1.   Domestic Equities
    Notification on the shareholder meeting will be delivered to Operations from trustee banks which will be in turn forwarded to the person in charge of equities investment. The instruction shall be handled by Operations.

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    The person in charge of equities investment scrutinizes the subjects according to the “Screening Standard” and forward them to the proxy voting committee (“Committee”).
 
    In case of asking for the outside counsel, to forward our proxy voting guidelines (“Guidelines”) to them beforehand and obtain their advice.
 
    In either case of 2 or 3, the person in charge shall make proposal to the Committee to ask for their “For”, “Against”, “Abstention”, etc.
 
    The Committee scrutinizes the respective subjects and approves/disapproves with the quorum of two thirds according to the Guidelines.
 
    In case where as to the subject which the Committee judges as inappropriate according to the Guidelines and/or the subject which cannot obtain the quorum, the Committee will be held again to discus the subject.
2.   Foreign Equities
    As to the voting exercise of the foreign equities, we shall consider the manners and customs of the foreign countries as well as the costs.
 
    As to the voting process, the above process of the domestic equities shall be accordingly adjusted and applied.
(Disclosure of Information)
Article 6
In case of the request from the customers, we can disclose the content.
(Voting Record)
Article 7
  The Committee preserves the record of Attachment 1 for one year.
 
  The administration office is the Investment Division which shall preserve all the related documents of this voting process.
 
  Operations which handle the instruction shall preserve the instruction documents for 10 years after the termination of the ITM funds or the termination of the investment advisory contracts.

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Voting Screening Criteria & Decision Making Documents   (Attachment 1)
         
Company Name :   Year   Month
Screening Criteria / Quantitative Criteria (consolidated or (single))
         
    Yes   No
Consecutive unprofitable settlements for the past 3 years
       
Consecutive Non-dividend payments for the past 3 years
       
Operational loss for the most recent fiscal year
       
Negative net assets for the most recent fiscal year
       
Less than 10% or more than 100% of the dividend ratios for the most recent fiscal year
       
Screening Criteria/Qualitative Criteria
         
    Yes   No
Substantial breach of the laws/anti-social activities for the past one year
       
If Yes, describe the content of the breach of the law/anti-social activities:
       
Others, especially, any impairment of the value of the shareholders for the past one year
       
If Yes, describe the content of the impairment of the value of shareholders:
       
Others
         
    Yes   No
External Auditor’s report with the limited auditor’s opinion
       
Shareholder’s proposal
       
         
Person in charge of equities investment
  Initial   Signature
    If all No → No objection to the agenda of the shareholders’ meeting
 
    If one or more Yes ↓ (Person in charge of equities investment shall fill out the blanks below and forward to the Committee)
Proposal on Voting Execution
Reason for judgment
                 
Chairman
  For   Against   Initial   Signature
Member
  For   Against   Initial   Signature
Member
  For   Against   Initial   Signature
Member
  For   Against   Initial   Signature
Member
  For   Against   Initial   Signature
Member
  For   Against   Initial   Signature

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Proxy Voting Guidelines   (Attachment 2)
1.   Purport of Guidelines
 
    Pursuant to Article 2 of Proxy Voting Policy and Procedure, INVESCO has adopted and implemented the following guidelines and hereby scrutinizes and decides the subjects one by one in light of the guidelines.
 
2.   Guidelines
  (1)   General Subjects
  1)   Any violation of laws and anti-social activities
    To scrutinize and judge respectively the substantial impact over the company’s business operations by the above subjects or the impairment of the shareholders’ economic value.
  2)   Inappropriate disclosure which impairs the interests of shareholders
    To scrutinize and judge respectively the potential impairment of the shareholder’s economic value.
  3)   Enough Business Improvement Efforts
    Although the continuous extremely unprofitable and the extremely bad performance, the management is in short of business improvement efforts.
 
    To scrutinize and judge respectively the cases.
  (2)   Subjects on Financial Statements
  1)   Interest Appropriation Plan
    Interest Appropriation Plan (Dividends)
    To basically approve unless the extremely overpayment or minimum payment of the dividends.
    Interest Appropriation Plan (Bonus payment to corporate officers)
    To basically agree but in case where the extremely unprofitable, for example, the consecutive unprofitable and no dividend payments or it is apparent of the impairment of the shareholder’s value, to request to decrease the amount or no bonus payment.
    To basically disagree to the interest appropriation of income if no dividend payments but to pay the bonus to the corporate officers without prior assessment.
  2)   Loss Disposal Plan
    To scrutinize and judge respectively.
  (3)   Amendments to Articles of Incorporation, etc.
  1)   Company Name Change/Address Change, etc.
 
  2)   Change of Purpose/Method of Public Announcement
 
  3)   Change of Business Operations, etc.
 
  4)   Change of Stipulations on Shareholders/Shareholders Meeting
 
  5)   Change of Stipulations on Directors/Board of Directors/Statutory Auditors
    To basically approve however, in case of the possibility of the limitation to the shareholders’ rights, to judge respectively.
  (4)   Subjects on Corporate Organization
  1)   Composition of Board of Directors Meeting, etc.
    To basically approve the introduction of “Committee Installation Company” or “Substantial Asset Control Institution”.
 
    To basically approve the introduction of the corporate officer institution. In this regard, however, to basically disapprove that in case where all directors

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      are concurrent with those committee members and the institutions. In case of the above introduction, to basically disapprove to the decrease of the board members or adjustment of the remuneration.
  2)   Appointment of Directors
    To basically disagree in case where the increase of the board members which is deemed to be overstaffed and no explanatory comments on the increase. In this case, 21 or more board members respectively make the decision.
 
    To basically disagree the re-appointment of the existing directors in case where the consecutive unprofitable settlement for the past 3 years and the consecutive 3 year no dividend payments, or the consecutive decrease in the net profits for the past 5 years.
 
    To basically disagree the re-appointment of the existing directors in case where the scandal of the breach of the laws and the anti-social activities occurred and caused the substantial impact over the business operations during his/her assignment.
  3)   Appointment of Outside Directors
    To basically agree after the confirmation of its independency based on the information obtained from the possible data sources.
 
    To basically disagree the decrease in number.
 
    To basically disagree the job concurrence of the competitors’ CEO, COO, CFO or concurrence of the outside directors of 4 or more companies.
 
    To basically disagree in case of no-independence of the company.
 
    To basically disagree the extension of the board of directors’ term.
  4)   Appointment of Statutory Auditors
    To basically disagree the appointment of the candidate who is appointed as a director and a statutory auditor by turns.
 
    To basically disagree the re-appointment of the existing directors in case where the scandal of the breach of the laws and the anti-social activities occurred and caused the substantial impact over the business operations during his/her assignment.
  5)   Appointment of Outside Statutory Auditors
    To basically disagree in case where the outside statutory auditor is not actually the outside auditor (the officer or employee of the parent company, etc.).
 
    To basically disagree in case where the reason of the decrease in the number is not clearly described.
 
    To basically agree in case where the introduction of the “Statutory Auditor Appointment Committee” which includes plural outside statutory auditors.
  (5)   Officer Remuneration/Officer Retirement Allowances
  1)   Officer Remuneration
    To basically disagree the amendment of the officer remuneration (unless the decrease in amount or no payment) in case where the consecutive unprofitable settlements for the past 3 years and the consecutive 3 year no dividend payments, or the consecutive decrease in the net profits for the past 5 years.
 
    To basically disagree and scrutinize respectively in case where no sufficient explanation of the substantial increase (10% or more per head), or no decrease of the remuneration amount if the number of the officers decrease.
  2)   Officer Retirement Allowance
    To basically approve.

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    To basically disapprove in case where the payment of the allowance to the outside statutory auditors and the outside directors.
 
    To basically disapprove in case where the officer resigned or retired during his/her assignment due to the scandal of the breach of the laws and the anti-social activities.
 
    To basically disagree in case where the consecutive unprofitable settlements for the past 3 years and the consecutive 3 year no dividend payments, or the consecutive decrease in the net profits for the past 5 years.
  (6)   Capital Policy/Business Policy
  1)   Acquisition of Own shares
    To basically approve.
 
    To basically approve the disposition of the own shares if the disposition ratio of less than 10% of the total issued shares and the shareholders’ equities. In case of 10% or more, respectively scrutinize.
  2)   Capital Reduction
    To basically disagree in case where the future growth of the business might be substantially decreased.
  3)   Increase of the authorized capital
    To basically disagree in case of the substantial increase of the authorized capital taking into consideration the dilution of the voting right (10% or more) and incentive.
  4)   Granting of the stock options to Directors, Statutory Auditors and Employees
    To basically approve.
 
    To basically disagree in case where the substantial dilution of the value of the stocks (the potential dilution ration is to increase 5% of the total issued stock number) will occur and accordingly decrease of the shareholders’ interests.
 
    To basically disagree in case where the exercise price is deviated by 10% or more from the market value as of the fiscal year-end.
 
    To basically disagree the decrease of the exercise price (re-pricing).
    To basically disagree in case where the exercise term remains less than 1 year.
 
    To basically disagree in case the scope of the option granted objectives (counterparties) is not so closely connected with the better performance.
  5)   Mergers and Acquisitions
    To basically disagree in case where the terms and conditions are not advantageous and there is no assessment base by the third party.
 
    To basically disagree in case where the content of the mergers and acquisitions can not be deemed to be reasonable in comparison with the business strategy.
  6)   Business Transfer/Acceptance
    To basically disagree in cases where the content of the mergers and acquisitions can not be deemed to be reasonable and extremely unprofitable in comparison with the business strategy.
  7)   Capital Increase by the allocation to the third parties
    To basically analyze on a case by case basis.
 
    Provided, however, that to basically approve in case where the companies under the financial difficulties executes as the restructuring of the business.
  (7)   Others
  1)   Appointment of Accountant
    To basically approve.
 
    To basically disapprove on suspicion of its independency.

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    To scrutinize the subjects in case where the decline of the re-appointment due to the conflict of the audit policy.
  2)   Shareholders’ proposal
    To basically analyze on a case by case basis.
 
    The basic judgment criterion is the contribution to the increase of the shareholders’ value. However, to basically disapprove in case where to maneuver as a method to resolve the specific social and political problems.

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Proxy policy applies to the following:
Invesco Australia Limited
1.   Proxy Voting Policy
  1.1   Introduction
 
      Invesco recognises its fiduciary obligation to act in the best interests of all clients, be they superannuation trustees, institutional clients, unit-holders in managed investment schemes or personal investors. One way Invesco represents its clients in matters of corporate governance is through the proxy voting process.
 
      This policy sets out Invesco Australia’s approach to proxy voting in the context of portfolio management, client service responsibilities and corporate governance principles.
 
      This policy applies to;
    all Australian based and managed funds and mandates, in accordance with IFSA Standard No.13.00 October 2004, clause 9.1 and footnote #3.
      This policy does not apply;
    where investment management of an international fund has been delegated to an overseas Invesco company, proxy voting will rest with that delegated manager.
      In order to facilitate its proxy voting process and to avoid conflicts of interest where these may arise, Invesco may retain a professional proxy voting service to assist with in-depth proxy research, vote recommendations, vote execution, and the necessary record keeping.
  1.2   Guiding Principles
 
  1.2.1   The objective of Invesco’s Proxy Voting Policy is to promote the economic interests of its clients. At no time will Invesco use the shareholding powers exercised in respect of its clients’ investments to advance its own commercial interests, to pursue a social or political cause that is unrelated to clients’ economic interests, or to favour a particular client or other relationship to the detriment of others.
 
  1.2.2   The involvement of Invesco as an institutional shareholder will not extend to interference in the proper exercise of Board or management responsibilities, or impede the ability of companies to take the calculated commercial risks which are essential means of adding value for shareholders.
 
  1.2.3   The primary aim of the policy is to encourage a culture of performance among investee companies, rather than one of mere conformance with a prescriptive set of rules and constraints.
 
  1.2.4   Invesco considers that proxy voting rights are an important power, which if exercised diligently can enhance client returns, and should be managed with the same care as any other asset managed on behalf of its clients.

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  1.2.5   Invesco may choose not to vote on a particular issue if this results in shares being blocked from trading for a period of more than 4 hours; it may not be in the interest of clients if the liquidity of investment holdings is diminished at a potentially sensitive time, such as that around a shareholder meeting.
 
  1.3   Proxy Voting Authority
 
  1.3.1   Authority Overview
 
      An important dimension of Invesco’s approach to corporate governance is the exercise of proxy voting authority at the Annual General Meetings or other decision-making forums of companies in which we manage investments on behalf of clients.
 
      Proxy voting policy follows two streams, each defining where discretion to exercise voting power should rest — with Invesco as the investment manager (including its ability to outsource the function), or with individual mandate clients.
 
      Under the first alternative, Invesco’s role would be both to make voting decisions, for pooled funds and on individual mandate clients’ behalf, and to implement those decisions.
 
      Under the second alternative, where IM clients retain voting control, Invesco has no role to play other than administering voting decisions under instructions from our clients on a cost recovery basis.
 
  1.3.2   Individually-Managed Clients
 
      IM clients may elect to retain voting authority or delegate this authority to Invesco. If delegated, Invesco will employ either ISS or ASCI guidelines (selected at inception by the client) but at all times Invesco Investment Managers will retain the ability to override any decisions in the interests of the client. Alternate overlays and ad hoc intervention will not be allowed without Board approval.
 
      In cases where voting authority is delegated by an individually-managed client, Invesco recognises its responsibility to be accountable for the decisions it makes.
 
      Some individually-managed clients may wish to retain voting authority for themselves, or to place conditions on the circumstances in which it can be exercised by investment managers 1 .
 
      The choice of this directive will occur at inception or at major review events only. Individually managed clients will not be allowed to move on an ad hoc basis between delegating control to the funds manager and full direct control.
 
1   In practice, it is believed that this option is generally only likely to arise with relatively large clients such as trustees of major superannuation funds or statutory corporations that have the resources to develop their own policies and to supervise their implementation by investment managers and custodians. In particular, clients who have multiple equity managers and utilise a master custody arrangement may be more likely to consider retaining voting authority in order to ensure consistency of approach across their total portfolio. Such arrangements will be costed into administration services at inception.

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  1.3.3   Pooled Fund Clients
 
      The funds manager is required to act solely in the collective interests of unit holders at large rather than as a direct agent or delegate of each unit holder. The legal relationship that exists means it is not possible for the manager to accept instructions from a particular pooled fund client as to how to exercise proxy voting authority in a particular instance.
 
      Invesco’s accountability to pooled fund clients in exercising its fiduciary responsibilities is best addressed as part of the manager’s broader client relationship and reporting responsibilities.
 
      In considering proxy voting issues arising in respect of pooled fund shareholdings, Invesco will act solely in accordance with its fiduciary responsibility to take account of the collective interests of unit holders in the pooled fund as a whole.
 
      All proxy voting decisions may be delegated to an outsourced provider, but Invesco investment managers will retain the ability to override these decisions in the interests of fund unit holders.
 
  1.4   Key Proxy Voting Issues
 
  1.4.1   Issues Overview
 
      Invesco will consider voting requirements on all issues at all company meetings directly or via an outsourced provider. We will generally not announce our voting intentions and the reasons behind them.
 
  1.4.2   Portfolio Management Issues
 
      Invesco does not consider it feasible or desirable to prescribe in advance comprehensive guidelines as to how it will exercise proxy voting authority in all circumstances. The primary aim of Invesco’s approach to corporate governance is to encourage a culture of performance among the companies in which we invest in order to add value to our clients’ portfolios, rather than one of mere conformance with a prescriptive set of rules and constraints.
 
      As a general rule, Invesco will vote against any actions that will reduce the rights or options of shareholders, reduce shareholder influence over the board of directors and management, reduce the alignment of interests between management and shareholders, or reduce the value of shareholders’ investments, unless balanced by reasonable increase in net worth of the shareholding.
 
      Where appropriate, Invesco will also use voting powers to influence companies to adopt generally accepted best corporate governance practices in areas such as board composition, disclosure policies and the other areas of recommended corporate governance practice.
 
      Administrative constraints are highlighted by the fact that many issues on which shareholders are in practice asked to vote are routine matters relating to the ongoing administration of the company — eg. approval of financial accounts or housekeeping

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      amendments to Articles of Association. Generally in such cases, Invesco will be in favour of the motion as most companies take seriously their duties and are acting in the best interests of shareholders. However, reasonable consideration of issues and the actual casting of a vote on all such resolutions would entail an unreasonable administrative workload and cost. For this reason, Invesco may outsource all or part of the proxy voting function at the expense of individual funds. Invesco believes that an important consideration in the framing of a proxy voting policy is the need to avoid unduly diverting resources from our primary responsibilities to add value to our clients’ investments through portfolio management and client service.
 
  1.5   Internal Proxy Voting Procedure
 
      In situations where an override decision is required to be made or where the outsourced provider has recused itself from a vote recommendation, the responsible Investment Manager will have the final say as to how a vote will be cast.
 
      In the event that a voting decision is considered not to be in the best interests of a particular client or where a vote is not able to be cast, a meeting may be convened at any time to determine voting intentions. The meeting will be made up of at least three of the following:
Chief Executive Officer;
Head of Operations & Finance;
Head of either Legal or Compliance; and
Relevant Investment Manager(s).
  1.6   Client Reporting
 
      Invesco will keep records of its proxy voting activities, directly or through outsourced reporting.
 
      Upon client election, Invesco will report quarterly or annually to the client on proxy voting activities for investments owned by the client.
 
      A record will be kept of the voting decision in each case by Invesco or its outsourced provider. Invesco will disclose on an annual basis, a summary of its proxy voting statistics on its website as required by IFSA standard No. 13 — Proxy Voting.

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Invesco Hong Kong Limited
PROXY VOTING POLICY
8 April 2004

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TABLE OF CONTENTS
         
Introduction
    2  
1. Guiding Principles
    3  
2. Proxy Voting Authority
    4  
3. Key Proxy Voting Issues
    7  
4. Internal Admistration and Decision-Making Process
    10  
5. Client Reporting
    12  

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INTRODUCTION
This policy sets out Invesco’s approach to proxy voting in the context of our broader portfolio management and client service responsibilities. It applies to Asia related equity portfolios managed by Invesco on behalf of individually-managed clients and pooled fund clients
Invesco’s proxy voting policy is expected to evolve over time to cater for changing circumstances or unforeseen events.

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1. GUIDING PRINCIPLES
  1.1   Invesco recognises its fiduciary obligation to act in the best interests of all clients, be they retirement scheme trustees, institutional clients, unitholders in pooled investment vehicles or personal investors. The application of due care and skill in exercising shareholder responsibilities is a key aspect of this fiduciary obligation.
 
  1.2   The sole objective of Invesco’s proxy voting policy is to promote the economic interests of its clients. At no time will Invesco use the shareholding powers exercised in respect of its clients’ investments to advance its own commercial interests, to pursue a social or political cause that is unrelated to clients’ economic interests, or to favour a particular client or other relationship to the detriment of others.
 
  1.3   Invesco also recognises the broader chain of accountability that exists in the proper governance of corporations, and the extent and limitations of the shareholder’s role in that process. In particular, it is recognised that company management should ordinarily be presumed to be best placed to conduct the commercial affairs of the enterprise concerned, with prime accountability to the enterprise’s Board of Directors which is in turn accountable to shareholders and to external regulators and exchanges. The involvement of Invesco as an institutional shareholder will not extend to interference in the proper exercise of Board or management responsibilities, or impede the ability of companies to take the calculated commercial risks which are essential means of adding value for shareholders.
 
  1.4   The primary aim of the policy is to encourage a culture of performance among investee companies, rather than one of mere conformance with a prescriptive set of rules and constraints. Rigid adherence to a checklist approach to corporate governance issues is of itself unlikely to promote the maximum economic performance of companies, or to cater for circumstances in which non-compliance with a checklist is appropriate or unavoidable.
 
  1.5   Invesco considers that proxy voting rights are an asset which should be managed with the same care as any other asset managed on behalf of its clients.

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2. PROXY VOTING AUTHORITY
  2.1   An important dimension of Invesco’s approach to corporate governance is the exercise of proxy voting authority at the Annual General Meetings or other decision-making forums of companies in which we manage investments on behalf of clients.
 
  2.2   An initial issue to consider in framing a proxy voting policy is the question of where discretion to exercise voting power should rest — with Invesco as the investment manager, or with each individual client? Under the first alternative, Invesco’s role would be both to make voting decisions on clients’ behalf and to implement those decisions. Under the second alternative, Invesco would either have no role to play, or its role would be limited solely to implementing voting decisions under instructions from our clients.
 
  2.3   In addressing this issue, it is necessary to distinguish the different legal structures and fiduciary relationships which exist as between individually-managed clients, who hold investments directly on their own accounts, and pooled fund clients, whose investments are held indirectly under a trust structure.
 
  2.4   Individually-Managed Clients
 
  2.4.1   As a matter of general policy, Invesco believes that unless a client’s mandate gives specific instructions to the contrary, discretion to exercise votes should normally rest with the investment manager, provided that the discretion is always exercised in the client’s interests alone.
 
  2.4.2   The reason for this position is that Invesco believes that, with its dedicated research resources and ongoing monitoring of companies, an investment manager is usually better placed to identify issues upon which a vote is necessary or desirable. We believe it is also more practical that voting discretion rests with the party that has the authority to buy and sell shares, which is essentially what investment managers have been engaged to do on behalf of their clients.
 
  2.4.3   In cases where voting authority is delegated by an individually-managed client, Invesco recognises its responsibility to be accountable for the decisions it makes. If a client requires, an appropriate reporting mechanism will be put in place.
 
  2.4.4   While it is envisaged that the above arrangements will be acceptable in the majority of cases, it is recognised that some individually-managed clients will wish to retain voting authority for themselves, or to place conditions on the circumstances in which it can be exercised by investment managers. In practice, it is believed that this option is generally only likely to arise with relatively large clients such as trustees of major superannuation funds or statutory corporations which have the resources to develop their own policies and to supervise their implementation by investment managers and custodians. In particular, clients who have multiple equity managers and utilise a master custody arrangement may be more likely to consider retaining voting authority in order to ensure consistency of approach across their total portfolio.

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  2.4.5   In any event, whatever decision is taken as to where voting authority should lie, Invesco believes that the matter should be explicitly covered by the terms of the investment management agreement and clearly understood by the respective parties.
 
  2.4.6   Accordingly, Invesco will pursue the following policies with respect to the exercise of proxy voting authority for individually-managed clients:

PROXY VOTING AUTHORITY
Individually-Managed Clients
Unless an individually-managed client wishes to retain proxy voting authority, Invesco will assume proxy voting authority by way of delegation from the client, provided that the allocation of proxy voting responsibility is clearly set out in the investment management agreement.
In the case of clients who wish to place special conditions on the delegation of proxy voting powers, Invesco will endeavour to accommodate those clients’ requirements as far as practicable, subject to any administrative obstacles or additional costs that might arise in implementing the conditions.
  2.5   Pooled Fund Clients
 
  2.5.1   The legal relationship between an investment manager and its pooled fund clients is different in a number of important respects from that applying to individually-managed clients. These differences have a bearing on how proxy voting authority is exercised on behalf of pooled fund clients.
 
  2.5.2   These legal relationships essentially mean that the manager is required to act solely in the collective interests of unitholders at large rather than as a direct agent or delegate of each unitholder. On the issue of proxy voting, as with all other aspects of our client relationships, Invesco will naturally continue to be receptive to any views and concerns raised by its pooled fund clients. However, the legal relationship that exists means it is not possible for the manager to accept instructions from a particular pooled fund client as to how to exercise proxy voting authority in a particular instance.
 
  2.5.3   As in the case of individually-managed clients who delegate their proxy voting authority, Invesco’s accountability to pooled fund clients in exercising its fiduciary responsibilities is best addressed as part of the manager’s broader client relationship and reporting responsibilities.
 
  2.5.4   Accordingly, Invesco will pursue the following policies with respect to the exercise of proxy voting authority for pooled fund clients:

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PROXY VOTING AUTHORITY
Pooled Fund Clients
In considering proxy voting issues arising in respect of pooled fund shareholdings, Invesco will act solely in accordance with its fiduciary responsibility to take account of the collective interests of unitholders in the pooled fund as a whole.
Invesco cannot accept instructions from individual unitholders as to the exercise of proxy voting authority in a particular instance.

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3. KEY PROXY VOTING ISSUES
  3.1   This section outlines Invesco’s intended approach in cases where proxy voting authority is being exercised on clients’ behalf.
 
  3.2   Invesco will vote on all material issues at all company meetings where it has the voting authority and responsibility to do so. We will not announce our voting intentions and the reasons behind them.
 
  3.3   Invesco applies two underlying principles. First, our interpretation of ‘material voting issues’ is confined to those issues which affect the value of shares we hold on behalf of clients and the rights of shareholders to an equal voice in influencing the affairs of companies in proportion to their shareholdings. We do not consider it appropriate to use shareholder powers for reasons other than the pursuit of these economic interests. Second, we believe that a critical factor in the development of an optimal corporate governance policy is the need to avoid unduly diverting resources from our primary responsibilities to add value to our clients’ portfolios through investment performance and client service.
 
  3.4   In order to expand upon these principles, Invesco believes it is necessary to consider the role of proxy voting policy in the context of broader portfolio management and administrative issues which apply to our investment management business as a whole. These are discussed as follows.
 
  3.5   Portfolio Management Issues — Active Equity Portfolios
 
  3.5.1   While recognising in general terms that issues concerning corporate governance practices can have a significant bearing on the financial performance of companies, the primary criterion for the selection and retention of a particular stock in active equity portfolios remains our judgment that the stock will deliver superior investment performance for our clients, based on our investment themes and market analysis.
 
  3.5.2   In view of these dynamics, Invesco does not consider it feasible or desirable to prescribe in advance comprehensive guidelines as to how it will exercise proxy voting authority in all circumstances. The primary aim of Invesco’s approach to corporate governance is to encourage a culture of performance among the companies in which we manage investments in order to add value to our clients’ portfolios, rather than one of mere conformance with a prescriptive set of rules and constraints.
 
  3.5.3   Nevertheless, Invesco has identified a limited range of issues upon which it will always exercise proxy voting authority — either to register disapproval of management proposals or to demonstrate support for company initiatives through positive use of voting powers. These issues are outlined as follows:

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KEY VOTING ISSUES
Major Corporate Proposals
Invesco will always vote on the following issues arising in company General Meetings where it has the authority to do so on behalf of clients.
•     contentious issues (eg. issues of perceived national interest, or where there has been extensive press coverage or public comment);
•     approval of changes of substantial shareholdings;
•     mergers or schemes of arrangement; and
•     approval of major asset sales or purchases.
As a general rule, Invesco will vote against any actions that will reduce the rights or options of shareholders, reduce shareholder influence over the board of directors and management, reduce the alignment of interests between management and shareholders, or reduce the value of shareholders’ investments, unless balanced by reasonable increase in net worth of the shareholding.
Where appropriate, Invesco will also use voting powers to influence companies to adopt generally accepted best corporate governance practices in areas such as board composition, disclosure policies and the other areas of recommended corporate governance practice.
Invesco’s approach to significant proxy voting issues which fall outside these areas will be addressed on their merits.
  3.6   Administrative Issues
 
  3.6.1   In addition to the portfolio management issues outlined above, Invesco’s proxy voting policy also takes account of administrative and cost implications, together with the size of our holdings as compared to the issue size, involved in the exercise of proxy voting authority on our clients’ behalf.
 
  3.6.2   There are practical constraints to the implementation of proxy voting decisions. Proxy voting is a highly seasonal activity, with most company Annual General Meetings being collapsed into a few months, with short deadlines for the distribution and return of notice papers, multiple resolutions from multiple companies being considered simultaneously, and under a legal system which is essentially dependent upon paper-based communication and record-keeping.
 
  3.6.3   In addition, for investment managers such as Invesco who do not invest as principals and who consequently do not appear directly on the share registers of companies, all of these communications are channelled through external custodians, among whom there is in turn a considerable variation in the nature and quality of systems to deal with the flow of information.
 
  3.6.4   While Invesco has the systems in place to efficiently implement proxy voting decisions when required, it can be seen that administrative and cost considerations by necessity play an important role in the

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      application of a responsible proxy voting policy. This is particularly so bearing in mind the extremely limited time period within which voting decisions must often be made and implemented (which can in practice be as little as a few days). This factor also explains why Invesco resists any suggestion that there should be compulsory proxy voting on all issues, as in our view this would only increase the costs to be borne by our clients with very little practical improvement in corporate performance in most cases.
 
  3.6.5   These administrative constraints are further highlighted by the fact that many issues on which shareholders are in practice asked to vote are routine matters relating to the ongoing administration of the company — eg. approval of financial accounts or housekeeping amendments to Articles of Association. Generally in such cases, we will be in favour of the motion as most companies take seriously their duties and are acting in the best interests of shareholders. However, the actual casting of a “yes” vote on all such resolutions in our view would entail an unreasonable administrative workload and cost.
 
  3.6.6   Accordingly, Invesco believes that an important consideration in the framing of a proxy voting policy is the need to avoid unduly diverting resources from our primary responsibilities to add value to our clients’ investments through portfolio management and client service. The policies outlined below have been prepared on this basis.

KEY PROXY VOTING ISSUES
Administrative Constraints
In view of the administrative constraints and costs involved in the exercise of proxy voting powers, Invesco may (depending on circumstances) not exercise its voting right unless its clients’ portfolios in aggregate represent a significant proportion of the shareholdings of the company in question.
A significant proportion in this context means 5% or more of the market capitalisation of the company.

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4. INTERNAL ADMINISTRATION & DECISION-MAKING PROCESS
  4.1   The following diagram illustrates the procedures adopted by Invesco for the administration of proxy voting:
(CHART)
  4.2   As shown by the diagram, a central administrative role is performed by our Settlement Team, located within the Client Administration section. The initial role of the Settlement Team is to receive company notice papers via the range of custodians who hold shares on behalf of our clients, to ascertain which client portfolios hold the stock, and to initiate the decision-making process by distributing the company notice papers to the Primary Investment Manager responsible for the company in question.
 
  4.3   A voting decision on each company resolution (whether a yes or no vote, or a recommended abstention) is made by the Primary Investment Manager responsible for the company in question. Invesco believes that this approach is preferable to the appointment of a committee with responsibility for handling voting issues across all companies, as it takes advantage of the expertise of individuals whose professional lives are occupied by analysing particular companies and sectors, and who are familiar with the issues facing particular companies through their regular company visits.
 
  4.4   Moreover, the Primary Equity Manager has overall responsibility for the relevant market and this ensures that similar issues which arise in different companies are handled in a consistent way across the relevant market.

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  4.5   The voting decision is then documented and passed back to the Settlement Team, who issue the voting instructions to each custodian in advance of the closing date for receipt of proxies by the company. At the same time, the Settlement Team logs all proxy voting activities for record keeping or client reporting purposes.
 
  4.6   A key task in administering the overall process is the capture and dissemination of data from companies and custodians within a time frame that makes exercising votes feasible in practice. This applies particularly during the company Annual General Meeting “season”, when there are typically a large number of proxy voting issues under consideration simultaneously. Invesco has no control over the former dependency and Invesco’s ability to influence a custodian’s service levels are limited in the case of individually-managed clients, where the custodian is answerable to the client.
 
  4.7   The following policy commitments are implicit in these administrative and decision-making processes:

INTERNAL ADMINISTRATION AND DECISION-MAKING PROCESS
Invesco will consider all resolutions put forward in the Annual General Meetings or other decision-making forums of all companies in which investments are held on behalf of clients, where it has the authority to exercise voting powers. This consideration will occur in the context of our policy on Key Voting Issues outlined in Section 3.
The voting decision will be made by the Primary Investment Manager responsible for the market in question.
A written record will be kept of the voting decision in each case, and in case of an opposing vote, the reason/comment for the decision.
Voting instructions will be issued to custodians as far as practicable in advance of the deadline for receipt of proxies by the company. Invesco will monitor the efficiency with which custodians implement voting instructions on clients’ behalf.
Invesco’s ability to exercise proxy voting authority is dependent on timely receipt of notification from the relevant custodians.

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5. CLIENT REPORTING
  5.1   Invesco will keep records of its proxy voting activities.
 
  5.2   Upon client request, Invesco will regularly report back to the client on proxy voting activities for investments owned by the client.
 
  5.2   The following points summarise Invesco’s policy commitments on the reporting of proxy voting activities to clients (other than in cases where specific forms of client reporting are specified in the client’s mandate):

CLIENT REPORTING
Where proxy voting authority is being exercised on a client’s behalf, a statistical summary of voting activity will be provided on request as part of the client’s regular quarterly report.
Invesco will provide more detailed information on particular proxy voting issues in response to requests from clients wherever possible.

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(INCESCO LOGO)
I.1. PROXY POLICIES AND PROCEDURES — INSTITUTIONAL
     
Applicable to
  Institutional Accounts
Risk Addressed by Policy
  breach of fiduciary duty to client under Investment Advisers Act of 1940 by placing Invesco personal interests ahead of client best economic interests in voting proxies
Relevant Law and Other Sources
  Investment Advisers Act of 1940
Last Tested Date
   
Policy/Procedure Owner
  Advisory Compliance, Proxy Committee
Policy Approver
  Invesco Risk Management Committee
Approved/Adopted Date
  January 1, 2010
The following policies and procedures apply to all institutional accounts, clients and funds managed by Invesco Advisers, Inc. (“Invesco”). These policies and procedures do not apply to any of the retail funds managed by Invesco. See Section I.2 for the proxy policies and procedures applicable to Invesco’s retail funds.
A. POLICY STATEMENT
Invesco has responsibility for making investment decisions that are in the best interests of its clients. As part of the investment management services it provides to clients, Invesco may be authorized by clients to vote proxies appurtenant to the shares for which the clients are beneficial owners.
Invesco believes that it has a duty to manage clients’ assets in the best economic interests of its clients and that the ability to vote proxies is a client asset.
Invesco reserves the right to amend its proxy policies and procedures from time to time without prior notice to its clients.
Voting of Proxies
Invesco will vote client proxies relating to equity securities in accordance with the procedures set forth below unless a non-ERISA client retains in writing the right to vote, the named fiduciary (e.g., the plan sponsor) of an ERISA client retains in writing the right to direct the plan trustee or a third party to vote proxies, or Invesco determines that any benefit the client might gain from voting a proxy

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would be outweighed by the costs associated therewith. In addition, due to the distinct nature of proxy voting for interests in fixed income assets and stable value wrap agreements, the proxies for such fixed income assets and stable value wrap agreements will be voted in accordance with the procedures set forth in the “Proxy Voting for Fixed Income Assets and Stable Value Wrap Agreements” section below.
Best Economic Interests of Clients
In voting proxies, Invesco will take into consideration those factors that may affect the value of the security and will vote proxies in a manner in which, in its opinion, is in the best economic interests of clients. Invesco endeavors to resolve any conflicts of interest exclusively in the best economic interests of clients.
B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES
RiskMetrics’ Services
Invesco has contracted with RiskMetrics Group (“RiskMetrics,” formerly known as ISS), an independent third party service provider, to vote Invesco’s clients’ proxies according to RiskMetrics’ proxy voting recommendations determined by RiskMetrics pursuant to its then-current US Proxy Voting Guidelines, a summary of which can be found at http://www.riskmetrics.com and which are deemed to be incorporated herein. In addition, RiskMetrics will provide proxy analyses, vote recommendations, vote execution and record-keeping services for clients for which Invesco has proxy voting responsibility. On an annual basis, the Proxy Committee will review information obtained from RiskMetrics to ascertain whether RiskMetrics (i) has the capacity and competency to adequately analyze proxy issues, and (ii) can make such recommendations in an impartial manner and in the best economic interests of Invesco’s clients. This may include a review of RiskMetrics’ Policies, Procedures and Practices Regarding Potential Conflicts of Interest and obtaining information about the work RiskMetrics does for corporate issuers and the payments RiskMetrics receives from such issuers.
Custodians forward to RiskMetrics proxy materials for clients who rely on Invesco to vote proxies. RiskMetrics is responsible for exercising the voting rights in accordance with the RiskMetrics proxy voting guidelines. If Invesco receives proxy materials in connection with a client’s account where the client has, in writing, communicated to Invesco that the client, plan fiduciary or other third party has reserved the right to vote proxies, Invesco will forward to the party appointed by client any proxy materials it receives with respect to the account. In order to avoid voting proxies in circumstances where Invesco, or any of its affiliates have or may have any conflict of interest, real or perceived, Invesco has engaged RiskMetrics to provide the proxy analyses, vote recommendations and voting of proxies.
In the event that (i) RiskMetrics recuses itself on a proxy voting matter and makes no recommendation or (ii) Invesco decides to override the RiskMetrics vote recommendation, the Proxy Committee will review the issue and direct RiskMetrics how to vote the proxies as described below.

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Proxy Voting for Fixed Income Assets and Stable Value Wrap Agreements
Some of Invesco’s fixed income clients hold interests in preferred stock of companies and some of Invesco’s stable value clients are parties to wrap agreements. From time to time, companies that have issued preferred stock or that are parties to wrap agreements request that Invesco’s clients vote proxies on particular matters. RiskMetrics does not currently provide proxy analysis or vote recommendations with respect to such proxy votes. Therefore, when a particular matter arises in this category, the investment team responsible for the particular mandate will review the matter and make a recommendation to the Proxy Manager as to how to vote the associated proxy. The Proxy Manager will complete the proxy ballots and send the ballots to the persons or entities identified in the ballots.
Proxy Committee
The Proxy Committee shall have seven (7) members, which shall include representatives from portfolio management, operations, and legal/compliance or other functional departments as deemed appropriate and who are knowledgeable regarding the proxy process. A majority of the members of the Proxy Committee shall constitute a quorum and the Proxy Committee shall act by a majority vote of those members in attendance at a meeting called for the purpose of determining how to vote a particular proxy. The Proxy Committee shall keep minutes of its meetings that shall be kept with the proxy voting records of Invesco. The Proxy Committee will appoint a Proxy Manager to manage the proxy voting process, which includes the voting of proxies and the maintenance of appropriate records.
The Proxy Manager shall call for a meeting of the Proxy Committee (1) when override submissions are made; and (2) in instances when RiskMetrics has recused itself or has not provided a vote recommendation with respect to an equity security. At such meeting, the Proxy Committee shall determine how proxies are to be voted in accordance with the factors set forth in the section entitled “Best Economic Interests of Clients,” above.
The Proxy Committee also is responsible for monitoring adherence to these procedures and engaging in the annual review described in the section entitled “RiskMetrics’ Services,” above.
Recusal by RiskMetrics or Failure of RiskMetrics to Make a Recommendation
When RiskMetrics does not make a recommendation on a proxy voting issue or recuses itself due to a conflict of interest, the Proxy Committee will review the issue and determine whether Invesco has a material conflict of interest as determined pursuant to the policies and procedures outlined in the “Conflicts of Interest” section below. If Invesco determines it does not have a material conflict of interest, Invesco will direct RiskMetrics how to vote the proxies. If Invesco determines it does have a material conflict of interest, the Proxy Committee will follow the policies and procedures set forth in such section.

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Override of RiskMetrics’ Recommendation
There may be occasions where Invesco investment personnel, senior officers or a member of the Proxy Committee seek to override a RiskMetrics recommendation if they believe that a RiskMetrics recommendation is not in accordance with the best economic interests of clients. In the event that an individual listed above in this section disagrees with a RiskMetrics recommendation on a particular voting issue, the individual shall document in writing the reasons that he/she believes that the RiskMetrics recommendation is not in accordance with clients’ best economic interests and submit such written documentation to the Proxy Manager for consideration by the Proxy Committee along with the certification attached as Appendix A hereto. Upon review of the documentation and consultation with the individual and others as the Proxy Committee deems appropriate, the Proxy Committee may make a determination to override the RiskMetrics voting recommendation if the Committee determines that it is in the best economic interests of clients and the Committee has addressed any conflict of interest.
Proxy Committee Meetings
When a Proxy Committee Meeting is called, whether because of a RiskMetrics recusal or request for override of a RiskMetrics recommendation, the Proxy Committee shall request from the Chief Compliance Officer as to whether any Invesco person has reported a conflict of interest.
The Proxy Committee shall review the report from the Chief Compliance Officer to determine whether a real or perceived conflict of interest exists, and the minutes of the Proxy Committee shall:
  (1)   describe any real or perceived conflict of interest,
 
  (2)   determine whether such real or perceived conflict of interest is material,
 
  (3)   discuss any procedure used to address such conflict of interest,
 
  (4)   report any contacts from outside parties (other than routine communications from proxy solicitors), and
 
  (5)   include confirmation that the recommendation as to how the proxies are to be voted is in the best economic interests of clients and was made without regard to any conflict of interest.
Based on the above review and determinations, the Proxy Committee will direct RiskMetrics how to vote the proxies as provided herein.
Certain Proxy Votes May Not Be Cast
In some cases, Invesco may determine that it is not in the best economic interests of clients to vote proxies. For example, proxy voting in certain countries outside

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the United States requires share blocking. Shareholders who wish to vote their proxies must deposit their shares 7 to 21 days before the date of the meeting with a designated depositary. During the blocked period, shares to be voted at the meeting cannot be sold until the meeting has taken place and the shares have been returned to the Custodian/Sub-Custodian bank. In addition, voting certain international securities may involve unusual costs to clients, some of which may be related to requirements of having a representative in person attend the proxy meeting. In other cases, it may not be possible to vote certain proxies despite good faith efforts to do so, for instance when inadequate notice of the matter is provided. In the instance of loan securities, voting of proxies typically requires termination of the loan, so it is not usually in the best economic interests of clients to vote proxies on loaned securities. Invesco typically will not, but reserves the right to, vote where share blocking restrictions, unusual costs or other barriers to efficient voting apply. Invesco will not vote if it determines that the cost of voting exceeds the expected benefit to the client. The Proxy Manager shall record the reason for any proxy not being voted, which record shall be kept with the proxy voting records of Invesco.
CONFLICTS OF INTEREST
Procedures to Address Conflicts of Interest and Improper Influence
In order to avoid voting proxies in circumstances where Invesco or any of its affiliates have or may have any conflict of interest, real or perceived, Invesco has contracted with RiskMetrics to provide proxy analyses, vote recommendations and voting of proxies. Unless noted otherwise by RiskMetrics, each vote recommendation provided by RiskMetrics to Invesco shall include a representation from RiskMetrics that RiskMetrics has no conflict of interest with respect to the vote. In instances where RiskMetrics has recused itself or makes no recommendation on a particular matter, or if an override submission is requested, the Proxy Committee shall determine how to vote the proxy and instruct the Proxy Manager accordingly, in which case the conflict of interest provisions discussed below shall apply.
In effecting the policy of voting proxies in the best economic interests of clients, there may be occasions where the voting of such proxies may present a real or perceived conflict of interest between Invesco, as the investment manager, and Invesco’s clients. For each director, officer and employee of Invesco (“Invesco person”), the interests of Invesco’s clients must come first, ahead of the interest of Invesco and any Invesco person, including Invesco’s affiliates. Accordingly, no Invesco person may put “personal benefit,” whether tangible or intangible, before the interests of clients of Invesco or otherwise take advantage of the relationship with Invesco’s clients. “Personal benefit” includes any intended benefit for oneself or any other individual, company, group or organization of any kind whatsoever, except a benefit for a client of Invesco, as appropriate. It is imperative that each Invesco person avoid any situation that might compromise, or call into question, the exercise of fully independent judgment that is in the interests of Invesco’s clients.

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Occasions may arise where a person or organization involved in the proxy voting process may have a conflict of interest. A conflict of interest may exist if Invesco has a business relationship with (or is actively soliciting business from) either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. Additional examples of situations where a conflict may exist include:
    Business Relationships — where Invesco manages money for a company or an employee group, manages pension assets or is actively soliciting any such business, or leases office space from a company;
 
    Personal Relationships — where an Invesco person has a personal relationship with other proponents of proxy proposals, participants in proxy contests, corporate directors, or candidates for directorships; and
 
    Familial Relationships — where an Invesco person has a known familial relationship relating to a company (e.g. a spouse or other relative who serves as a director of a public company or is employed by the company).
In the event that the Proxy Committee determines that Invesco (or an affiliate) has a material conflict of interest, the Proxy Committee will not take into consideration the relationship giving rise to the conflict of interest and shall, in its sole discretion, either (a) decide to vote the proxies pursuant to RiskMetrics’ general proxy voting guidelines, (b) engage an independent third party to provide a vote recommendation, or (c) contact Invesco’s client(s) for direction as to how to vote the proxies.
In the event an Invesco person has a conflict of interest and has knowledge of such conflict of interest, it is the responsibility of such Invesco person to disclose the conflict to the Chief Compliance Officer. When a Proxy Committee meeting is called, the Chief Compliance Officer will report to the Proxy Committee all real or potential conflicts of interest for the Proxy Committee to review and determine whether such conflict is material. If the Proxy Committee determines that such conflict is material and involves a person involved in the proxy voting process, the Proxy Committee may require such person to recuse himself or herself from participating in the discussions regarding the proxy vote item and from casting a vote regarding how Invesco should vote such proxy. An Invesco person will not be considered to have a material conflict of interest if the Invesco person did not know of the conflict of interest and did not attempt to influence the outcome of a proxy vote.
In order to ensure compliance with these procedures, the Proxy Manager and each member of the Proxy Committee shall certify annually as to their compliance with this policy. In addition, any Invesco person who submits a RiskMetrics override recommendation to the Proxy Committee shall certify as to their compliance with this policy concurrently with the submission of their override recommendation. A form of such certification is attached as Appendix A.

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In addition, members of the Proxy Committee must notify Invesco’s Chief Compliance Officer, with impunity and without fear of retribution or retaliation, of any direct, indirect or perceived improper influence exerted by any Invesco person or by an affiliated company’s representatives with regard to how Invesco should vote proxies. The Chief Compliance Officer will investigate the allegations and will report his or her findings to the Invesco Risk Management Committee. In the event that it is determined that improper influence was exerted, the Risk Management Committee will determine the appropriate action to take, which actions may include, but are not limited to, (1) notifying the affiliated company’s Chief Executive Officer, its Management Committee or Board of Directors, (2) taking remedial action, if necessary, to correct the result of any improper influence where clients have been harmed, or (3) notifying the appropriate regulatory agencies of the improper influence and cooperating fully with these regulatory agencies as required. In all cases, the Proxy Committee shall not take into consideration the improper influence in determining how to vote proxies and will vote proxies solely in the best economic interests of clients.
C. RECORDKEEPING
Records are maintained in accordance with Invesco’s Recordkeeping Policy.
Proxy Voting Records
The proxy voting statements and records will be maintained by the Proxy Manager on-site (or accessible via an electronic storage site of RiskMetrics) for the first two (2) years. Copies of the proxy voting statements and records will be maintained for an additional five (5) years by Invesco (or will be accessible via an electronic storage site of RiskMetrics). Clients may obtain information about how Invesco voted proxies on their behalf by contacting their client services representative. Alternatively, clients may make a written request for proxy voting information to: Proxy Manager, 1555 Peachtree Street, N.E., Atlanta, Georgia 30309.

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APPENDIX A
ACKNOWLEDGEMENT AND CERTIFICATION
     I acknowledge that I have read the Invesco Proxy Voting Policy (a copy of which has been supplied to me, which I will retain for future reference) and agree to comply in all respects with the terms and provisions thereof. I have disclosed or reported all real or potential conflicts of interest to the Invesco Chief Compliance Officer and will continue to do so as matters arise. I have complied with all provisions of this Policy.
             
 
     
 
Print Name
   
 
           
 
           
 
Date
     
 
Signature
   
 
           
I.1 Proxy Policy Appendix A
      Acknowledgement and Certification    

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B6. Proxy Voting
Policy Number: B-6       Effective Date: May 1, 2001       Revision Date: December 2009
1. Purpose and Background
In its trusteeship and management of mutual funds, Invesco Trimark acts as fiduciary to the unitholders and must act in their best interests.
2. Application
Invesco Trimark will make every effort to exercise all voting rights with respect to securities held in the funds that it manages in Canada or to which it provides sub-advisory services, including a fund registered under and governed by the US Investment Company Act of 1940, as amended (the “US Funds”) (collectively, the “Funds”). Proxies for the funds distributed by Invesco Trimark and managed by an affiliate or a third party (a “Sub-Advisor”) will be voted in accordance with the Sub-Advisor’s policy, unless the sub-advisory agreement provides otherwise.
Invesco Trimark’s portfolio managers have responsibility for exercising all proxy votes and in doing so, for acting in the best interest of the Fund. Portfolio managers must vote proxies in accordance with the Invesco Trimark Proxy Voting Guidelines (the Guidelines), as amended from time to time, a copy of which is attached to this policy.
When a proxy is voted against the recommendation of the publicly traded company’s Board, the portfolio manager or designate will provide to the Chief Investment Officer (“CIO”) the reasons in writing for any vote in opposition to management’s recommendation.
Invesco Trimark may delegate to a third party the responsibility to vote proxies on behalf of all or certain Funds, in accordance with the Guidelines.
3. Proxy Administration, Records Management and Data Retention
3.1 Proxy Administration
Invesco Trimark has a dedicated proxy team within the Investment Operations and Support department (“Proxy Team”). This team is responsible for managing all proxy voting materials. The Proxy Team endeavours to ensure that all proxies and notices are received from all issuers on a timely basis.
Proxy voting circulars for all companies are received electronically through an external service provider. Circulars for North American companies and ADRs are generally also received in paper format.

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Once a circular is received, the Proxy Team verifies that all shares and Funds affected are correctly listed. The Proxy Team then gives a copy of the proxy ballot to each affected portfolio manager and maintains a tracking list to ensure that all proxies are voted within the prescribed deadlines.
Once voting information has been received from the portfolio managers, voting instructions are sent electronically to the service provider who then forwards the instructions to the appropriate proxy voting agent or transfer agent.
3.2 Records Management and Data Retention
Invesco Trimark will maintain for all Funds a record of all proxies received, a record of votes cast and a copy of the reasons for voting against management. In addition, for the US Funds Invesco Trimark will maintain a copy of any document created by Invesco Trimark that was material to making a decision how to vote proxies on behalf of a U.S. Fund and that memorializes the basis of that decision.
The external proxy service provider retains on behalf of Invesco Trimark electronic records of the votes cast and agrees to provide Invesco Trimark with a copy of proxy records promptly upon request. The service provider must make all documents available to Invesco Trimark for a period of 7 years.
In the event that Invesco Trimark ceases to use an external service provider, all documents would be maintained and preserved in an easily accessible place i) for a period of 2 years where Invesco Trimark carries on business in Canada and ii) for a period of 5 years thereafter at the same location or at any other location.
4. Reporting
The CIO will report on proxy voting to the Fund Boards on an annual basis with respect to all funds managed in Canada or distributed by Invesco Trimark and managed by a Sub-Advisor. The CIO will report on proxy voting to the Board of Directors of the US Funds as required from time to time.
In accordance with National Instrument 81-106 (NI 81-106), proxy voting records for all Canadian mutual funds for years ending June 30th are posted on Invesco Trimark’s website no later than August 31st of each year.
The Invesco Trimark Compliance department (Compliance department) will review the proxy voting records posted on Invesco Trimark’s website on an annual basis to confirm that the records are posted by the August 31st deadline under NI 81-106. A summary of the review will be maintained and preserved by the Compliance department in an easily accessible place i) for a period of 2 years where Invesco Trimark carries on business in Canada and ii) for a period of 5 years thereafter at the same location or at any other location.

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INVESCO TRIMARK
PROXY VOTING GUIDELINES
Purpose
The purpose of this document is to describe Invesco Trimark’s general guidelines for voting proxies received from companies held in Invesco Trimark’s Toronto-based funds. Proxy voting for the funds managed on behalf of Invesco Trimark on a sub-advised basis (i.e. by other Invesco business units or on a third party basis) are subject to the proxy voting policies & procedures of those other entities. As part of its regular due diligence, Invesco Trimark will review the proxy voting policies & procedures of any new sub-advisors to ensure that they are appropriate in the circumstances.
Introduction
Invesco Trimark has the fiduciary obligation to ensure that the long-term economic best interest of unitholders is the key consideration when voting proxies of portfolio companies.
The default is to vote with the recommendation of the publicly traded company’s Board.
As a general rule, Invesco Trimark shall vote against any actions that would:
    reduce the rights or options of shareholders,
 
    reduce shareholder influence over the board of directors and management,
 
    reduce the alignment of interests between management and shareholders, or
 
    reduce the value of shareholders’ investments.
At the same time, since Invesco Trimark’s Toronto-based portfolio managers follow an investment discipline that includes investing in companies that are believed to have strong management teams, the portfolio managers will generally support the management of companies in which they invest, and will accord proper weight to the positions of a company’s board of directors. Therefore, in most circumstances, votes will be cast in accordance with the recommendations of the company’s board of directors.
While Invesco Trimark’s proxy voting guidelines are stated below, the portfolio managers will take into consideration all relevant facts and circumstances (including country specific considerations), and retain the right to vote proxies as deemed appropriate.
These guidelines may be amended from time to time.
Conflicts of Interest

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When voting proxies, Invesco Trimark’s portfolio managers assess whether there are material conflicts of interest between Invesco Trimark’s interests and those of unitholders. A potential conflict of interest situation may include where Invesco Trimark or an affiliate manages assets for, provides other financial services to, or otherwise has a material business relationship with, a company whose management is soliciting proxies, and failure to vote in favour of management of the company may harm Invesco Trimark’s relationship with the company. In all situations, the portfolio managers will not take Invesco Trimark’s relationship with the company into account, and will vote the proxies in the best interest of the unitholders. To the extent that a portfolio manager has any personal conflict of interest with respect to a company or an issue presented, that portfolio manager should abstain from voting on that company or issue. Portfolio managers are required to report to the CIO any such conflicts of interest and/or attempts by outside parties to improperly influence the voting process. The CIO will report any conflicts of interest to the Trading Committee and the Independent Review Committee on an annual basis.
I. BOARDS OF DIRECTORS
We believe that a board that has at least a majority of independent directors is integral to good corporate governance. Unless there are restrictions specific to a company’s home jurisdiction, key board committees, including audit and compensation committees, should be completely independent.
Voting on Director Nominees in Uncontested Elections
Votes in an uncontested election of directors are evaluated on a case-by-case basis, considering factors that may include:
    Long-term company performance relative to a market index,
 
    Composition of the board and key board committees,
 
    Nominee’s attendance at board meetings,
 
    Nominee’s time commitments as a result of serving on other company boards,
 
    Nominee’s investments in the company,
 
    Whether the chairman is also serving as CEO, and
 
    Whether a retired CEO sits on the board.
Voting on Director Nominees in Contested Elections
Votes in a contested election of directors are evaluated on a case-by-case basis, considering factors that may include:

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    Long-term financial performance of the target company relative to its industry,
 
    Management’s track record,
 
    Background to the proxy contest,
 
    Qualifications of director nominees (both slates),
 
    Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met, and
 
    Stock ownership positions.
Majority Threshold Voting for Director Elections
We will generally vote for proposals that require directors to be elected with an affirmative majority of votes cast unless the relevant portfolio manager believes that the company has adopted formal corporate governance principles that present a meaningful alternative to the majority voting standard and provide an adequate and timely response to both new nominees as well as incumbent nominees who fail to receive a majority of votes cast.
Separating Chairman and CEO
Shareholder proposals to separate the chairman and CEO positions should be evaluated on a case-by-case basis.
While we generally support these proposals, some companies have governance structures in place that can satisfactorily counterbalance a combined position. Voting decisions will take into account factors such as:
    Designated lead director, appointed from the ranks of the independent board members with clearly delineated duties;
 
    Majority of independent directors;
 
    All-independent key committees;
 
    Committee chairpersons nominated by the independent directors;
 
    CEO performance is reviewed annually by a committee of outside directors; and
 
    Established governance guidelines.
Majority of Independent Directors

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While we generally support shareholder proposals asking that a majority of directors be independent, each proposal should be evaluated on a case-by-case basis.
We generally vote for shareholder proposals that request that the board’s audit, compensation, and/or nominating committees be composed exclusively of independent directors.
Stock Ownership Requirements
We believe that individual directors should be appropriately compensated and motivated to act in the best interests of shareholders. Share ownership by directors better aligns their interests with those of other shareholders. Therefore, we believe that meaningful share ownership by directors is in the best interest of the company.
We generally vote for proposals that require a certain percentage of a director’s compensation to be in the form of common stock.
Size of Boards of Directors
We believe that the number of directors is important to ensuring the board’s effectiveness in maximizing long-term shareholder value. The board must be large enough to allow it to adequately discharge its responsibilities, without being so large that it becomes cumbersome.
While we will prefer a board of no fewer than 5 and no more than 16 members, each situation will be considered on a case-by-case basis taking into consideration the specific company circumstances.
Classified or Staggered Boards
In a classified or staggered board, directors are typically elected in two or more “classes”, serving terms greater than one year.
We prefer the annual election of all directors and will generally not support proposals that provide for staggered terms for board members. We recognize that there may be jurisdictions where staggered terms for board members is common practice and, in such situations, we will review the proposals on a case-by-case basis.
Director Indemnification and Liability Protection
We recognize that many individuals may be reluctant to serve as corporate directors if they were to be personally liable for all lawsuits and legal costs. As a result, limitations on directors’ liability can benefit the corporation and its shareholders by helping to attract and retain qualified directors while providing recourse to shareholders on areas of misconduct by directors.

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We generally vote for proposals that limit directors’ liability and provide indemnification as long as the arrangements are limited to the director acting honestly and in good faith with a view to the best interests of the corporation and, in criminal matters, are limited to the director having reasonable grounds for believing the conduct was lawful.
II. AUDITORS
A strong audit process is a requirement for good corporate governance. A significant aspect of the audit process is a strong relationship with a knowledgeable and independent set of auditors.
Ratification of Auditors
We believe a company should limit its relationship with its auditors to the audit engagement, and certain closely related activities that do not, in the aggregate, raise an appearance of impaired independence.
We generally vote for the reappointment of the company’s auditors unless:
    It is not clear that the auditors will be able to fulfill their function;
 
    There is reason to believe the auditors have rendered an opinion that is neither accurate nor indicative of the company’s financial position; or
 
    The auditors have a significant professional or personal relationship with the issuer that compromises their independence.
Disclosure of Audit vs. Non-Audit Fees
Understanding the fees earned by the auditors is important for assessing auditor independence. Our support for the re-appointment of the auditors will take into consideration whether the management information circular contains adequate disclosure about the amount and nature of audit vs. non-audit fees.
There may be certain jurisdictions that do not currently require disclosure of audit vs. non-audit fees. In these circumstances, we will generally support proposals that call for this disclosure.
III. COMPENSATION PROGRAMS
Appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of long-term shareholders and the interests of management, employees and directors. Plans should not substantially dilute shareholders’ ownership interests in the company, provide participants with excessive awards or have objectionable structural features. We will consider each compensation plan in its entirety (including all incentives, awards and other compensation) to determine

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if the plan provides the right incentives to managers and directors and is reasonable on the whole.
While we generally encourage companies to provide more transparent disclosure related to their compensation programs, the following are specific guidelines dealing with some of the more common features of these programs (features not specifically itemized below will be considered on a case-by-case basis taking into consideration the general principles described above):
Cash Compensation and Severance Packages
We will generally support the board’s discretion to determine and grant appropriate cash compensation and severance packages.
Executive Compensation (“say on pay”)
Proposals requesting that companies subject each year’s compensation record to a non binding advisory shareholder vote, or so-called “say on pay” proposals will be evaluated on a case-by-case basis.
Equity Based Plans — Dilution
Equity compensation plans can increase the number of shares of a company and therefore dilute the value of existing shares. While such plans can be an effective compensation tool in moderation, they can be a concern to shareholders and their cost needs to be closely watched. We assess proposed equity compensation plans on a case-by-case basis.
Employee Stock Purchase Plans
We will generally vote for the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value. It is recognized that country specific circumstances may exist (e.g. tax issues) that require proposals to be reviewed on a case-by-case basis.
Loans to Employees
We will vote against the corporation making loans to employees to allow employees to pay for stock or stock options. It is recognized that country specific circumstances may exist that require proposals to be reviewed on a case-by-case basis.
Stock Option Plans — Board Discretion
We will vote against stock option plans that give the board broad discretion in setting the terms and conditions of the programs. Such programs should be submitted with detail and be reasonable in the circumstances regarding their cost, scope, frequency and schedule for exercising the options.

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Stock Option Plans — Inappropriate Features
We will generally vote against plans that have any of the following structural features:
    ability to re-price “underwater” options without shareholder approval,
 
    ability to issue options with an exercise price below the stock’s current market price,
 
    ability to issue “reload” options, or
 
    automatic share replenishment (“evergreen”) features.
Stock Option Plans — Director Eligibility
While we prefer stock ownership by directors, we will support stock option plans for directors as long as the terms and conditions of director options are clearly defined
Stock Option Plans — Repricing
We will vote for proposals to re-price options if there is a value-for-value (rather than a share-for-share) exchange.
Stock Option Plans — Vesting
We will vote against stock option plans that are 100% vested when granted.
Stock Option Plans — Authorized Allocations
We will generally vote against stock option plans that authorize allocation of 25% or more of the available options to any one individual.
Stock Option Plans — Change in Control Provisions
We will vote against stock option plans with change in control provisions that allow option holders to receive more for their options than shareholders would receive for their shares.
IV. CORPORATE MATTERS
We will review management proposals relating to changes to capital structure and restructuring on a case-by-case basis, taking into consideration the impact of the changes on corporate governance and shareholder rights, anticipated financial and operating benefits, portfolio manager views, level of dilution, and a company’s industry and performance in terms of shareholder returns.

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Common Stock Authorization
We will review proposals to increase the number of shares of common stock authorized for issue on a case-by-case basis.
Dual Class Share Structures
Dual class share structures involve a second class of common stock with either superior or inferior voting rights to those of another class of stock.
We will generally vote against proposals to create or extend dual class share structures where classes have different voting rights.
Stock Splits
We will vote for proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given a company’s industry and performance in terms of shareholder returns.
Reverse Stock Splits
We will vote for management proposals to implement a reverse stock split, provided that the reverse split does not result in an increase of authorized but unissued shares of more than 100% after giving effect to the shares needed for the reverse split.
Share Repurchase Programs
We will vote against proposals to institute open-market share repurchase plans if all shareholders do not participate on an equal basis.
Reincorporation
Reincorporation involves re-establishing the company in a different legal jurisdiction.
We will generally vote for proposals to reincorporate the company provided that the board and management have demonstrated sound financial or business reasons for the move. Proposals to reincorporate will not be supported if solely as part of an anti-takeover defense or as a way to limit directors’ liability.
Mergers & Acquisitions
We will vote for merger & acquisition proposals that the relevant portfolio managers believe, based on their review of the materials:
    will result in financial and operating benefits,
 
    have a fair offer price,

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    have favourable prospects for the combined companies, and
 
    will not have a negative impact on corporate governance or shareholder rights.
V. SOCIAL RESPONSIBILITY
We recognize that to effectively manage a corporation, directors and management must consider not only the interests of shareholders, but the interests of employees, customers, suppliers, and creditors, among others.
We believe that companies and their boards must give careful consideration to social responsibility issues in order to enhance long-term shareholder value.
We support efforts by companies to develop policies and practices that consider social responsibility issues related to their businesses.
VI. SHAREHOLDER PROPOSALS
Shareholder proposals can be extremely complex, and the impact on the interests of all stakeholders can rarely be anticipated with a high degree of confidence. As a result, shareholder proposals will be reviewed on a case-by-case basis with consideration of factors such as:
    the proposal’s impact on the company’s short-term and long-term share value,
 
    its effect on the company’s reputation,
 
    the economic effect of the proposal,
 
    industry and regional norms applicable to the company,
 
    the company’s overall corporate governance provisions, and
 
    the reasonableness of the request.
We will generally support shareholder proposals that require additional disclosure regarding corporate responsibility issues where the relevant portfolio manager believes:
    the company has failed to adequately address these issues with shareholders,
 
    there is information to suggest that a company follows procedures that are not in compliance with applicable regulations, or

E-58


 

(INVESCO TRIMARK LOGO)
    the company fails to provide a level of disclosure that is comparable to industry peers or generally accepted standards.
We will generally not support shareholder proposals that place arbitrary or artificial constraints on the board, management or the company.
Ordinary Business Practices
We will generally support the board’s discretion regarding shareholder proposals that involve ordinary business practices.
Protection of Shareholder Rights
We will generally vote for shareholder proposals that are designed to protect shareholder rights if the company’s corporate governance standards indicate that such additional protections are warranted.
Barriers to Shareholder Action
We will generally vote for proposals to lower barriers to shareholder action.
Shareholder Rights Plans
We will generally vote for proposals to subject shareholder rights plans to a shareholder vote.
VII. OTHER
We will vote against any proposal where the proxy materials lack sufficient information upon which to base an informed decision.
We will vote against any proposals to authorize the company to conduct any other business that is not described in the proxy statement (including the authority to approve any further amendments to an otherwise approved resolution).
Reimbursement of Proxy Solicitation Expenses
Decisions to provide reimbursement for dissidents waging a proxy contest are made on a case-by-case basis.

E-59


 

APPENDIX F
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
          To the best knowledge of the Trust, the names and addresses of the record and beneficial holders of 5% or more of the outstanding shares of each class of the Trust’s equity securities and the percentage of the outstanding shares held by such holders are set forth below. Unless otherwise indicated below, the Trust has no knowledge as to whether all or any portion of the shares owned of record are also owned beneficially.
          A shareholder who owns beneficially 25% or more of the outstanding securities of a Fund is presumed to “control” that Fund as defined in the 1940 Act. Such control may affect the voting rights of other shareholders.
All information listed below is as of [____________], 2010.
Invesco Global Core Equity Fund
                                                         
                                            Investor   Institutional
    Class A   Class B   Class C   Class R 1   Class Y   Class   Class
    Shares   Shares   Shares   Shares   Shares   Shares   Shares
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Names and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
AIM Advisors, Inc.
Attn: Corporate Controller
1360 Peachtree St. NE
Atlanta, GA 30309-3283
                                        %  
Charles Schwab & CO. Inc.
Special Custody FBO
Customers (SIM)
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94014-4151
    %                                      
Citigroup Global Markets
House Acct
Attn: Cindy Tempesta,
7 th Floor
333 W. 34 th Street
New York, NY 10001-2402
                            %              
Kevin Cronin and
Kim Cronin JTWROS
4808 Rivercliff Dr SE
Marietta, GA 30067-4664
                            %              
 
1   Class R Shares have not yet commenced operations.

F-1


 

                                                         
                                            Investor   Institutional
    Class A   Class B   Class C   Class R 1   Class Y   Class   Class
    Shares   Shares   Shares   Shares   Shares   Shares   Shares
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Names and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
Deferred Compensation Plan
FBO Bruce L. Crockett
Attn: Sheri Morris
P. O. Box 4333
Houston, TX 77210-4333
                            %              
Joel Dobberpuhl Cust FBO
Lily H. Dobberpuhl UGMA/TX
1710 Lawrence Rd.
Franklin, TN 37069-1700
                            %              
Joel Dobberpuhl Cust FBO
Samuel Lewis Dobberpuhl
UGMA/TX
1710 Lawrence Rd.
Franklin, TN 37069-1700
                            %              
First Clearing, LLC
Special Custody Acct For The Exclusive Benefit of Customer 2801 Market St.
Saint Louis, MO 63103-2523
    %       %       %                          
INTC Cust IRA FBO
Glen E. Dobberpuhl
9148 5 th Avenue S
Bloomington, MN 55420-3810
                            %              
Merrill Lynch Pierce Fenner & Smith
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr., East,
2 nd Floor
Jacksonville, FL 32246-6484
    %             %             %              

F-2


 

                                                         
                                            Investor   Institutional
    Class A   Class B   Class C   Class R 1   Class Y   Class   Class
    Shares   Shares   Shares   Shares   Shares   Shares   Shares
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Names and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
Nationwide Trust
Company FSB
c/o IPO Portfolio
Accounting
P.O. Box 18209
Columbus , OH 43218-2029
                                        %  
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0001
    %       %       %                          
Amy Katherine Rasplicka Trust
M. Jane Costello CPA TTEE
DTD 09/24/1996
720 N. Post Oak Rd. Ste 124
Houston, TX 77024-3813
                            %              
John Barnabas Rasplicaka Trust
M. Jane Costello CPA TTEE
DTD 09/24/1996
720 N. Post Oak Rd., Ste 124
Houston, TX 77024-3813
                            %              
Management Ownership
     As of _____, 2010, the trustees and officers as a group owned [less than 1% of the shares outstanding of each class of each Portfolio.]

F-3


 

APPENDIX G
MANAGEMENT FEES
For the last three fiscal years ended December 31, the management fees payable by the Fund, the amounts waived by Invesco and the net fees paid by the Fund were as follows:
                                                                         
    2009   2008   2007
                    Net                   Net                   Net
    Management   Management   Management   Management   Management   Management   Management   Management   Management
FUND   Fee Payable   Fee Waivers   Fee Paid   Fee Payable   Fee Waivers   Fee Paid   Fee Payable   Fee Waivers   Fee Paid
Invesco Global Core Equity Fund
  $ 686,050     $ 1,203     $ 684,847     $ 1,689,680     $ 22,911     $ 1,666,769     $ 2,907,630     $ 117,095     $ 2,790,535  

G-1


 

APPENDIX H
PORTFOLIO MANAGERS
Portfolio Manager Fund Holdings and Information on Other Managed Accounts
          Invesco’s portfolio managers develop investment models which are used in connection with the management of certain Invesco Funds as well as other mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals. The following chart reflects the portfolio managers’ investments in the Funds that they manage. The chart also reflects information regarding accounts other than the Funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) other registered investment companies, (ii) other pooled investment vehicles and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance (performance-based fees), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.
          The following information is as of July 31, 2010:
                                                         
            Other Registered   Other Pooled    
            Investment Companies   Investment Vehicles   Other Accounts
    Dollar   Managed (assets in   Managed (assets in   Managed
    Range of   millions)   millions)   (assets in millions)
    Investments   Number           Number           Number    
Portfolio   in Each   of           of           of    
Manager   Fund 1   Accounts   Assets   Accounts   Assets   Accounts   Assets
Invesco Global Core Equity Fund
Ingrid Baker
  None     7     $ 2,844.8       9     $ 1,139.4       77 2   $ 8,230.9 2
W. Lindsay Davidson
  None     7     $ 2,844.8       9     $ 1,139.4       77 2   $ 8,230.9 2
Sargent McGowan
  None     7     $ 2,844.8       9     $ 1,139.4       77 2   $ 8,230.9 2
Anuja Singha
  None     7     $ 2,844.8       9     $ 1,139.4       77 2   $ 8,230.9 2
Stephen Thomas 3
  None     1     $ 246.5       9     $ 1,139.4       77 2   $ 8,230.9 2
Potential Conflicts of Interest
          Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented with one or more of the following potential conflicts:
  The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. The Adviser and each Sub-Adviser seek to manage such competing interests for the time and attention
 
1   This column reflects investments in a Fund’s shares owned directly by a portfolio manager or beneficially owned by a portfolio manager (as determined in accordance with Rule 16a-1(a) (2) under the Securities Exchange Act of 1934, as amended). A portfolio manager is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the same household.
 
2   This amount includes 2 funds that pay performance-based fees with $242.9 M in total assets under management.
 
3   Mr. Thomas began serving as portfolio manager of Invesco Global Core Equity Fund on August 10, 2010.”

H-1


 

    of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds.
 
  If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, the Adviser, each Sub-Adviser and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts.
 
  The Adviser and each Sub-Adviser determine which broker to use to execute each order for securities transactions for the Funds, consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), the Adviser and each Sub-Adviser may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for a Fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or other account(s) involved.
 
  Finally, the appearance of a conflict of interest may arise where the Adviser or Sub-Adviser has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts for which a portfolio manager has day-to-day management responsibilities.
          The Adviser, each Sub-Adviser, and the Funds have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Description of Compensation Structure
For the Adviser and each affiliated Sub-Adviser
          The Adviser and each Sub-Adviser seek to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity and an equity compensation opportunity. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote competitive Fund performance. The Adviser and each Sub-Adviser evaluate competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager’s compensation consists of the following three elements:
           Base Salary. Each portfolio manager is paid a base salary. In setting the base salary, the Adviser and each Sub-Adviser’s intention is to be competitive in light of the particular portfolio manager’s experience and responsibilities.
           Annual Bonus. The portfolio managers are eligible, along with other employees of the Adviser and each Sub-Adviser, to participate in a discretionary year-end bonus pool. The Compensation Committee of Invesco Ltd. reviews and approves the amount of the bonus pool available for the Adviser and each of the Sub-Adviser’s investment centers. The Compensation Committee considers investment performance and financial results in its review. In addition, while having no direct impact on individual bonuses, assets under management are considered when determining the starting bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is based on

H-2


 

quantitative (i.e. investment performance) and non-quantitative factors (which may include, but are not limited to, individual performance, risk management and teamwork).
          Each portfolio manager’s compensation is linked to the pre-tax investment performance of the Funds/accounts managed by the portfolio manager as described in Table 1 below.
Table 1
     
Sub-Adviser   Performance time period 4
Invesco 5,2,3
Invesco Australia
Invesco Deutschland
  One-, Three- and Five-year performance against Fund peer group.
 
   
Invesco Senior Secured
  N/A
 
   
Invesco Trimark 4
  One-year performance against Fund peer group.
 
   
 
  Three- and Five-year performance against entire universe of Canadian funds.
 
   
Invesco Hong Kong 4
Invesco Asset Management
  One-, Three- and Five-year performance against Fund peer group.
 
   
Invesco Japan 4
  One-, Three- and Five-year performance against the appropriate Micropol benchmark.
          Invesco Senior Secured’s bonus is based on annual measures of equity return and standard tests of collateralization performance.
          High investment performance (against applicable peer group and/or benchmarks) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor investment performance (versus applicable peer group) would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are reviewed and approved collectively by senior leadership which has responsibility for executing the compensation approach across the organization.
           Equity-Based Compensation. Portfolio managers may be granted an award that allows them to select receipt of shares of certain Invesco Funds with a vesting period as well as common shares and/or restricted shares of Invesco Ltd. stock from pools determined from time to time by the Compensation Committee of Invesco Ltd.’s Board of Directors. Awards of equity-based compensation typically vest over time, so as to create incentives to retain key talent.
 
4   Rolling time periods based on calendar year-end.
 
2   Portfolio Managers for Invesco Global Real Estate Fund, Invesco Real Estate Fund, Invesco Select Real Estate Income Fund and Invesco V.I. Global Real Estate Fund base their bonus on new operating profits of the U.S. Real Estate Division of Invesco.
 
3   Portfolio Managers for Invesco Balanced Fund, Invesco Basic Balanced Fund, Invesco Basic Value Fund, Invesco Fundamental Value Fund, Invesco Large Cap Basic Value Fund, Invesco Large Cap Relative Value Fund, Invesco Mid Cap Basic Value Fund, Invesco Mid-Cap Value Fund, Invesco U.S. Mid Cap Value Fund, Invesco Value Fund, Invesco Value II Fund, Invesco V.I. Basic Balanced Fund, Invesco V.I. Basic Value Fund, Invesco V.I. Select Dimensions Balanced Fund, Invesco V.I. Income Builder Fund, Invesco Van Kampen American Value Fund, Invesco Van Kampen Comstock Fund, Invesco Van Kampen Equity and Income Fund, Invesco Van Kampen Growth and Income Fund, Invesco Van Kampen Value Opportunities Fund, Invesco Van Kampen V.I. Comstock Fund, Invesco Van Kampen V.I. Growth and Income Fund, Invesco Van Kampen V.I. Equity and Income Fund, Invesco Van Kampen V.I. Mid Cap Value Fund and Invesco Van Kampen V.I. Value Fund’s compensation is based on the one-, three- and five-year performance against the Fund’s peer group. Furthermore, for the portfolio manager(s) formerly managing the predecessor funds to the Funds in this footnote 6, they also have a ten-year performance measure.
 
4   Portfolio Managers for Invesco Pacific Growth Fund’s compensation is based on the one-, three- and five-year performance against the appropriate Micropol benchmark. Furthermore, for the portfolio manager(s) formerly managing the predecessor fund to Invesco Pacific Growth Fund, they also have a ten-year performance measure.

H-3


 

          Portfolio managers also participate in benefit plans and programs available generally to all employees.

H-4


 

APPENDIX I
Administrative Services Fees
          The Fund paid Invesco the following amounts for administrative services for the last three fiscal years ended December 31:
                         
Fund Name   2009   2008   2007
Invesco Global Core Equity Fund
  $ 50,000     $ 50,000     $ 111,402  

I-1


 

APPENDIX J
BROKERAGE COMMISSIONS
          Set forth below are brokerage commissions 1 paid by the Fund listed below during the last three fiscal years or periods ended December 31. Unless otherwise indicated, the amount of the brokerage commissions paid by the Fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.
                         
Fund   2009   2008   2007
Invesco Global Core Equity Fund 2
  $ 126,641     $ 302,581     $ 453,408  
 
1   Disclosure regarding brokerage commissions is limited to commissions paid on agency trades and designated as such on the trade confirm.
 
2   The variation in brokerage commissions was due to a management change on Invesco Global Core Equity Fund. Effective July 9, 2008, Invesco Global took over the management leadership for the Fund and continued to maintain lower brokerage commissions in 2009.

J-1


 

APPENDIX K
DIRECTED BROKERAGE (RESEARCH SERVICES)
          During the last fiscal year ended December 31, 2009, the Fund allocated the following amount of transactions to broker-dealers that provided Invesco with certain research, statistics and other information:
                 
            Related Brokerage
Fund   Transactions (1)   Commissions (1)
Invesco Global Core Equity Fund
  $ 64,500,811     $ 116,434  
 
(1)   Amount is inclusive of commission paid to and brokerage transactions placed with certain brokers that provide execution, research and other services.
PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS
          During the last fiscal year ended December 31, 2009, the Funds did not purchase any securities issued by issuers who were among the ten brokers or ten dealers which executed transactions for or with the fund in the largest dollar amounts during the period.

K-1


 

APPENDIX L
PURCHASE, REDEMPTION AND PRICING OF SHARES
Class A2, A5, B5, C5 and R5 shares are closed to new investors. Only investors who have continuously maintained an account in Class A2, A5, B5, C5 or R5 of a specific Fund may make additional purchases into Class A5, B5, C5 and R5, respectively, of such specific Fund. All references in the following “Purchase, Redemption and Pricing of Shares” section of this SAI to Class A, B, C and R shares, shall include Class A2 and A5 (except Invesco Money Market Fund), Class B5, Class C5, and Class R5 shares, respectively, unless otherwise noted. All references in the following “Purchase, Redemption and Pricing of Shares” section of this SAI to Invesco Cash Reserve Shares of Invesco Money Market Fund, shall include Class A5 shares of Invesco Money Market Fund, unless otherwise noted.
Transactions through Financial Intermediaries
          If you are investing indirectly in an Invesco Fund through a financial intermediary such as a broker-dealer, a bank (including a bank trust department), an insurance company separate account, an investment adviser, an administrator or trustee of a retirement plan or a qualified tuition plan or a sponsor of a fee-based program that maintains a master account (an omnibus account) with the Invesco Fund for trading on behalf of its customers, different guidelines, conditions and restrictions may apply than if you held your shares of the Invesco Fund directly. These differences may include, but are not limited to: (i) different eligibility standards to purchase and sell shares, different eligibility standards to invest in Funds with limited offering status and different eligibility standards to exchange shares by telephone; (ii) different minimum and maximum initial and subsequent purchase amounts; (iii) system inability to provide Letter of Intent privileges; and (iv) different annual amounts (less than 12%) subject to withdrawal under a Systematic Redemption Plan without being subject to a contingent deferred sales charge. The financial intermediary through whom you are investing may also choose to adopt different exchange and/or transfer limit guidelines and restrictions, including different trading restrictions designed to discourage excessive or short-term trading. The financial intermediary through whom you are investing may also choose to impose a redemption fee that has different characteristics, which may be more or less restrictive, than the redemption fee currently imposed on certain Invesco Funds.
          If the financial intermediary is managing your account, you may also be charged a transaction or other fee by such financial intermediary, including service fees for handling redemption transactions. Consult with your financial intermediary (or, in the case of a retirement plan, your plan sponsor) to determine what fees, guidelines, conditions and restrictions, including any of the above, may be applicable to you.
Purchase and Redemption of Shares
Purchases of Class A Shares, Class A2 Shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund, Class A5 shares of Invesco Money Market Fund and Invesco Balanced-Risk Retirement Funds and Invesco Cash Reserve Shares of Invesco Money Market Fund
           Initial Sales Charges . Each Invesco Fund (other than Invesco Tax-Exempt Cash Fund) is grouped into one of four categories to determine the applicable initial sales charge for its Class A shares. The sales charge is used to compensate Invesco Distributors and participating dealers for their expenses incurred in connection with the distribution of the Invesco Funds’ shares. You may also be charged a transaction or other fee by the financial intermediary managing your account.
          Class A shares of Invesco Tax-Exempt Cash Fund and Invesco Cash Reserve Shares of Invesco Money Market Fund are sold without an initial sales charge.

L-1


 

Category I Funds
Invesco Alternative Opportunities Fund
Invesco Asia Pacific Growth Fund
Invesco Balanced Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Fund
Invesco Balanced-Risk Retirement 2010 Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Balanced-Risk Retirement Now Fund
Invesco Basic Balanced Fund
Invesco Basic Value Fund
Invesco Capital Development Fund
Invesco Charter Fund
Invesco China Fund
Invesco Commodities Strategy Fund
Invesco Conservative Allocation Fund
Invesco Constellation Fund
Invesco Convertible Securities Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund
Invesco Dividend Growth Securities Fund
Invesco Dynamics Fund
Invesco Endeavor Fund
Invesco Energy Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco European Growth Fund
Invesco European Small Company Fund
Invesco Financial Services Fund
Invesco Fundamental Value Fund
Invesco Global Advantage Fund
Invesco Global Core Equity Fund
Invesco Global Dividend Growth Securities Fund
Invesco Global Equity Fund
Invesco Global Fund
Invesco Global Growth Fund
Invesco Global Health Care Fund
Invesco Global Real Estate Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Gold & Precious Metals Fund
Invesco Growth Allocation Fund
Invesco Health Sciences Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Growth Equity Fund
Invesco International Growth Fund
Invesco International Small Company Fund
Invesco Japan Fund
Invesco Large Cap Basic Value Fund
Invesco Large Cap Growth Fund
Invesco Large Cap Relative Value Fund
Invesco Leisure Fund
Invesco Mid Cap Basic Value Fund
Invesco Mid Cap Core Equity Fund
Invesco Mid-Cap Value Fund
Invesco Moderate Allocation Fund
Invesco Moderate Growth Allocation Fund
Invesco Moderately Conservative Allocation Fund
Invesco Multi-Sector Fund
Invesco Pacific Growth Fund
Invesco Real Estate Fund
Invesco S&P 500 Index Fund
Invesco Select Equity Fund
Invesco Select Real Estate Income Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Small Companies Fund
Invesco Small-Mid Special Value Fund
Invesco Special Value Fund
Invesco Structured Core Fund
Invesco Structured Growth Fund
Invesco Structured Value Fund
Invesco Summit Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco U.S. Mid Cap Value Fund
Invesco U.S. Small Cap Value Fund
Invesco U.S. Small/Mid Cap Value Fund
Invesco Utilities Fund
Invesco Value Fund
Invesco Value II Fund
Invesco Van Kampen American Franchise Fund
Invesco Van Kampen American Value Fund
Invesco Van Kampen Asset Allocation Conservative Fund
Invesco Van Kampen Asset Allocation Growth Fund
Invesco Van Kampen Asset Allocation Moderate Fund
Invesco Van Kampen Capital Growth Fund
Invesco Van Kampen Comstock Fund
Invesco Van Kampen Core Equity Fund
Invesco Van Kampen Emerging Markets Fund
Invesco Van Kampen Enterprise Fund
Invesco Van Kampen Equity and Income Fund
Invesco Van Kampen Equity Premium Income Fund
Invesco Van Kampen Global Equity Allocation Fund
Invesco Van Kampen Global Franchise Fund
Invesco Van Kampen Global Tactical Asset Allocation Fund
Invesco Van Kampen Growth and Income Fund
Invesco Van Kampen Harbor Fund
Invesco Van Kampen International Advantage Fund
Invesco Van Kampen International Growth Fund

L-2


 

Invesco Van Kampen Leaders Fund
Invesco Van Kampen Mid Cap Growth Fund
Invesco Van Kampen Real Estate Securities Fund
Invesco Van Kampen Small Cap Growth Fund
Invesco Van Kampen Small Cap Value Fund
Invesco Van Kampen Technology Fund
Invesco Van Kampen Utility Fund
Invesco Van Kampen Value Opportunities Fund
                         
    Investor’s Sales Charge   Dealer
            As a   Concession
    As a   Percentage   As a
    Percentage   of the Net   Percentage
Amount of Investment in   of the Public   Amount   of the Net
Single Transaction   Offering Price   Invested   Amount
Less than $50,000
    5.50 %     5.82 %     5.00 %
$50,000 but less than $100,000
    4.50       4.71       4.00  
$100,000 but less than $250,000
    3.50       3.63       3.00  
$250,000 but less than $500,000
    2.75       2.83       2.25  
$500,000 but less than $1,000,000
    2.00       2.04       1.75  
Category II Funds
Invesco California Tax-Free Income Fund
Invesco Core Bond Fund
Invesco Core Plus Bond Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco FX Alpha Plus Strategy Fund
Invesco High Yield Securities Fund
Invesco International Total Return Fund
Invesco Municipal Fund
Invesco New York Tax-Free Income Fund
Invesco Tax-Exempt Securities Fund
Invesco U.S. Government Fund
Invesco Van Kampen California Insured Tax Free Fund
Invesco Van Kampen Core Plus Fixed Income Fund
Invesco Van Kampen Corporate Bond Fund
Invesco Van Kampen Global Bond Fund
Invesco Van Kampen Government Securities Fund
Invesco Van Kampen High Yield Fund
Invesco Van Kampen High Yield Municipal Fund
Invesco Van Kampen Insured Tax Free Income Fund
Invesco Van Kampen Intermediate Term Municipal Income Fund
Invesco Van Kampen Municipal Income Fund
Invesco Van Kampen New York Tax Free Income Fund
Invesco Van Kampen Pennsylvania Tax Free Income Fund
Invesco Van Kampen U.S. Mortgage Fund
Invesco High Income Municipal Fund
Invesco High Yield Fund
Invesco Income Fund
Invesco Municipal Bond Fund
                         
    Investor’s Sales Charge   Dealer
            As a   Concession
    As a   Percentage   As a
    Percentage   of the Net   Percentage
Amount of Investment in   of the Public   Amount   of the Net
Single Transaction   Offering Price   Invested   Amount
Less than $50,000
    4.75 %     4.99 %     4.25 %
$50,000 but less than $100,000
    4.25       4.44       4.00  
$100,000 but less than $250,000
    3.50       3.63       3.25  
$250,000 but less than $500,000
    2.50       2.56       2.25  
$500,000 but less than $1,000,000
    2.00       2.04       1.75  

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Category III Funds
Invesco Limited Maturity Treasury Fund (Class A2 shares)
Invesco Tax-Free Intermediate Fund (Class A2 shares)
                         
    Investor’s Sales Charge   Dealer
            As a   Concession
    As a   Percentage   As a
    Percentage   of the Net   Percentage
Amount of Investment in   of the Public   Amount   of the Net
Single Transaction   Offering Price   Invested   Amount
Less than $100,000
    1.00 %     1.01 %     0.75 %
$100,000 but less than $250,000
    0.75       0.76       0.50  
$250,000 but less than $1,000,000
    0.50       0.50       0.40  
As of the close of business on October 30, 2002, Class A2 shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund were closed to new investors. Current investors must maintain a share balance in order to continue to make incremental purchases. Effective February 1, 2010, Class A shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund are renamed Class A2 shares.
Category IV Funds
Invesco Floating Rate Fund
Invesco FX Alpha Strategy Fund
Invesco LIBOR Alpha Fund
Invesco Limited Maturity Treasury Fund (Class A shares)
Invesco Short Term Bond Fund
Invesco Tax-Free Intermediate Fund (Class A shares)
Invesco Van Kampen Limited Duration Fund
                         
    Investor’s Sales Charge   Dealer
            As a   Concession
    As a   Percentage   As a
    Percentage   of the Net   Percentage
Amount of Investment in   of the Public   Amount   of the Net
Single Transaction   Offering Price   Invested   Amount
Less than $100,000
    2.50 %     2.56 %     2.00 %
$100,000 but less than $250,000
    1.75       1.78       1.50  
$250,000 but less than $500,000
    1.25       1.27       1.00  
$500,000 but less than $1,000,000
    1.00       1.01       1.00  
          Effective February 1, 2010, Class A3 shares of Invesco Limited Maturity Treasury Fund and Invesco Tax-Free Intermediate Fund are renamed Class A shares.
           Large Purchases of Class A Shares . Investors who purchase $1,000,000 or more of Class A shares of Category I, II or IV Funds do not pay an initial sales charge. In addition, investors who currently own Class A shares of Category I, II or IV Funds and make additional purchases that result in account balances of $1,000,000 or more do not pay an initial sales charge on the additional purchases. The additional purchases, as well as initial purchases of $1,000,000 or more, are referred to as Large Purchases. If an investor makes a Large Purchase of Class A shares of a Category I, II or IV Funds,

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each share will generally be subject to a 1.00% contingent deferred sales charge (CDSC) if the investor redeems those shares within 18 months after purchase.
          Invesco Distributors may pay a dealer concession and/or advance a service fee on Large Purchases, as set forth below. Exchanges between the Invesco Funds may affect total compensation paid.
           Purchases of Class A Shares by Non-Retirement Plans . Invesco Distributors may make the following payments to dealers of record for Large Purchases of Class A shares of Category I, II or IV Funds by investors other than: (i) retirement plans that are maintained pursuant to Sections 401 and 457 of the Internal Revenue Code of 1986, as amended (the Code), and (ii) retirement plans that are maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code:
Percent of Purchases
1% of the first $2 million
plus 0.80% of the next $1 million
plus 0.50% of the next $17 million
plus 0.25% of amounts in excess of $20 million
          If (i) the amount of any single purchase order plus (ii) the public offering price of all other shares owned by the same customer submitting the purchase order on the day on which the purchase order is received equals or exceeds $1,000,000, the purchase will be considered a “jumbo accumulation purchase.” With regard to any individual jumbo accumulation purchase, Invesco Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same customer over the life of his or her account(s).
          If an investor made a Large Purchase of Class A shares of Invesco Limited Maturity Treasury Fund or Invesco Tax-Free Intermediate Fund (formerly the Class A3 funds) on and after October 31, 2002, and prior to February 1, 2010, and exchanges those shares for Class A shares of a Category I, II or IV Fund, Invesco Distributors will pay 1.00% of such purchase as dealer compensation upon the exchange. The Class A shares of the Category I, II or IV Fund received in exchange generally will be subject to a 1.00% CDSC if the investor redeems such shares within 18 months from the date of exchange.
           Purchases of Class A Shares by Certain Retirement Plans at NAV. For purchases of Class A shares of Category I, II and IV Funds, Invesco Distributors may make the following payments to investment dealers or other financial service firms for sales of such shares at net asset value (NAV) to certain retirement plans provided that the applicable dealer of record is able to establish that the retirement plan’s purchase of such Class A shares is a new investment (as defined below):
Percent of Purchases
0.50% of the first $20 million
plus 0.25% of amounts in excess of $20 million
          This payment schedule will be applicable to purchases of Class A shares at NAV by the following types of retirement plans: (i) all plans maintained pursuant to Sections 401 and 457 of the Code, and (ii) plans maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code.

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          A “new investment” means a purchase paid for with money that does not represent (i) the proceeds of one or more redemptions of Invesco Fund shares, (ii) an exchange of Invesco Fund shares, (iii) the repayment of one or more retirement plan loans that were funded through the redemption of Invesco Fund shares, or (iv) money returned from another fund family. If Invesco Distributors pays a dealer concession in connection with a plan’s purchase of Class A shares at NAV, such shares may be subject to a CDSC of 1.00% of net assets for 12 months, commencing on the date the plan first invests in Class A shares of an Invesco Fund. If the applicable dealer of record is unable to establish that a plan’s purchase of Class A shares at NAV is a new investment, Invesco Distributors will not pay a dealer concession in connection with such purchase and such shares will not be subject to a CDSC.
          With regard to any individual jumbo accumulation purchase, Invesco Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same plan over the life of the plan’s account(s).
           Purchasers Qualifying For Reductions in Initial Sales Charges . As shown in the tables above, purchases of certain amounts of Invesco Fund shares may reduce the initial sales charges. These reductions are available to purchasers that meet the qualifications listed below. We will refer to purchasers that meet these qualifications as “Qualified Purchasers.”
Definitions
          As used herein, the terms below shall be defined as follows:
    “Individual” refers to a person, as well as his or her Spouse or Domestic Partner and his or her Children;
 
    “Spouse” is the person to whom one is legally married under state law;
 
    “Domestic Partner” is an adult with whom one shares a primary residence for at least six-months, is in a relationship as a couple where one or each of them provides personal or financial welfare of the other without a fee, is not related by blood and is not married;
 
    “Child” or “Children” include a biological, adopted or foster son or daughter, a Step-child, a legal ward or a Child of a person standing in loco parentis ;
 
    “Grandchild” or “Grandchildren” include biological, adopted or foster son or daughter, a Step-child, a legal ward or a Child of a Child of a person standing in loco parentis ;
 
    “Parent” is a person’s biological or adoptive mother or father;
 
    “Grandparent” is a Parent of a person’s biological or adoptive mother or father;
 
    “Step-child” is the child of one’s Spouse by a previous marriage or relationship;
 
    “Step-parent” is the Spouse of a Child’s Parent; and
 
    “Immediate Family” includes an Individual (including, as defined above, a person, his or her Spouse or Domestic Partner and his or her Children or Grandchildren) as well as his or her Parents, Step-parents and the Parents of Spouse or Domestic Partner.
Individuals

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    an Individual (including his or her spouse or domestic partner, and children);
 
    a retirement plan established exclusively for the benefit of an Individual, specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA, SIMPLE IRA, Solo 401(k), Keogh plan, or a tax-sheltered 403(b)(7) custodial account; and
 
    a qualified tuition plan account, maintained pursuant to Section 529 of the Code, or a Coverdell Education Savings Account, maintained pursuant to Section 530 of the Code (in either case, the account must be established by an Individual or have an Individual named as the beneficiary thereof).
Employer-Sponsored Retirement Plans
    a retirement plan maintained pursuant to Sections 401, 403 (only if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code), 408 (includes SEP, SARSEP and SIMPLE IRA plans) or 457 of the Code, if:
  a.   the employer or plan sponsor submits all contributions for all participating employees in a single contribution transmittal (the Invesco Funds will not accept separate contributions submitted with respect to individual participants);
 
  b.   each transmittal is accompanied by checks or wire transfers; and
 
  c.   if the Invesco Funds are expected to carry separate accounts in the names of each of the plan participants, (i) the employer or plan sponsor notifies Invesco Distributors in writing that the separate accounts of all plan participants should be linked, and (ii) all new participant accounts are established by submitting an appropriate Account Application on behalf of each new participant with the contribution transmittal.
           How to Qualify For Reductions in Initial Sales Charges . The following sections discuss different ways that a Qualified Purchaser can qualify for a reduction in the initial sales charges for purchases of Class A shares of the Invesco Funds.
Letters of Intent
          A Qualified Purchaser may pay reduced initial sales charges by (i) indicating on the Account Application that he, she or it intends to provide a Letter of Intent (LOI); and (ii) subsequently fulfilling the conditions of that LOI. Employer-sponsored retirement plans, with the exception of Solo 401(k) plans and SEP plans, are not eligible for a LOI.
          The LOI confirms the total investment in shares of the Invesco Funds that the Qualified Purchaser intends to make within the next 13 months. By marking the LOI section on the account application and by signing the account application, the Qualified Purchaser indicates that he, she or it understands and agrees to the terms of the LOI and is bound by the provisions described below:
Calculating the Initial Sales Charge
    Each purchase of Fund shares normally subject to an initial sales charge made during the 13-month period will be made at the public offering price applicable to a single transaction of the total dollar amount indicated by the LOI (to determine what the applicable public offering price is, look at the sales charge table in the section on “Initial Sales Charges” above).
 
    It is the purchaser’s responsibility at the time of purchase to specify the account numbers that should be considered in determining the appropriate sales charge.

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    The offering price may be further reduced as described below under “Rights of Accumulation” if Invesco Investment Services, Inc., the Invesco Funds’ transfer agent (Transfer Agent) is advised of all other accounts at the time of the investment.
 
    Reinvestment of dividends and capital gains distributions acquired during the 13-month LOI period will not be applied to the LOI.
Calculating the Number of Shares to be Purchased
    Purchases made and shares acquired through reinvestment of dividends and capital gains distributions prior to the LOI effective date will be applied toward the completion of the LOI based on the value of the shares calculated at the public offering price on the effective date of the LOI.
 
    If a purchaser wishes to revise the LOI investment amount upward, he, she or it may submit a written and signed request at anytime prior to the completion of the original LOI. This revision will not change the original expiration date.
 
    The Transfer Agent will process necessary adjustments upon the expiration or completion date of the LOI.
Fulfilling the Intended Investment
    By signing an LOI, a purchaser is not making a binding commitment to purchase additional shares, but if purchases made within the 13-month period do not total the amount specified, the purchaser will have to pay the increased amount of sales charge.
 
    To assure compliance with the provisions of the 1940 Act, the Transfer Agent will reserve, in escrow or similar arrangement, in the form of shares, an appropriate dollar amount computed to the nearest full share) out of the initial purchase (or subsequent purchases if necessary). All dividends and any capital gain distributions on the escrowed shares will be credited to the purchaser. All shares purchased, including those reserved, will be registered in the purchaser’s name. If the total investment specified under this LOI is completed within the 13-month period, the reserved shares will be promptly released.
 
    If the intended investment is not completed, the purchaser will pay the Transfer Agent the difference between the sales charge on the specified amount and the sales charge on the total amount actually purchased. If the purchaser does not pay such difference within 20 days of the expiration date, the Transfer Agent will surrender for redemption any or all shares, to make up such difference within 60 days of the expiration date.
Canceling the LOI
    If at any time before completing the LOI Program, the purchaser wishes to cancel the agreement, he or she must give written notice to Invesco Distributors or its designee.
 
    If at any time before completing the LOI Program the purchaser requests the Transfer Agent to liquidate or transfer beneficial ownership of his total shares, the LOI will be automatically canceled. If the total amount purchased is less than the amount specified in the LOI, the Transfer Agent will redeem an appropriate number of reserved shares equal to the difference between the sales charge actually paid and the sales charge that would have been paid if the total purchases had been made at a single time.
Other Persons Eligible for the LOI Privilege
          The LOI privilege is also available to holders of the Connecticut General Guaranteed Account, established for tax qualified group annuities, for contracts purchased on or before June 30, 1992.

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LOIs and Contingent Deferred Sales Charges
          All LOIs to purchase $1,000,000 or more of Class A shares of Category I, II and IV Funds are subject to an 18-month, 1% CDSC.
Rights of Accumulation
          A Qualified Purchaser may also qualify for reduced initial sales charges based upon his, her or its existing investment in shares of any of the Invesco Funds at the time of the proposed purchase. To determine whether or not a reduced initial sales charge applies to a proposed purchase, Invesco Distributors takes into account not only the money which is invested upon such proposed purchase, but also the value of all shares of the Invesco Funds owned by such purchaser, calculated at their then current public offering price.
          If a purchaser qualifies for a reduced sales charge, the reduced sales charge applies to the total amount of money being invested, even if only a portion of that amount exceeds the breakpoint for the reduced sales charge. For example, if a purchaser already owns qualifying shares of any Invesco Fund with a value of $30,000 and wishes to invest an additional $30,000 in a Fund with a maximum initial sales charge of 5.50%, the reduced initial sales charge of 4.50% will apply to the full $30,000 purchase and not just to the $10,000 in excess of the $50,000 breakpoint.
          To qualify for obtaining the discount applicable to a particular purchase, the purchaser or his dealer must furnish the Transfer Agent with a list of the account numbers and the names in which such accounts of the purchaser are registered at the time the purchase is made.
          Rights of Accumulation are also available to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992.
          If an investor’s new purchase of Class A shares of a Category I, II or IV Fund is at net asset value, the newly purchased shares will be subject to a 1% CDSC if the investor redeems them prior to the end of the 18 month holding period.
           Other Requirements For Reductions in Initial Sales Charges . As discussed above, investors or dealers seeking to qualify orders for a reduced initial sales charge must identify such orders and, if necessary, support their qualification for the reduced charge. Invesco Distributors reserves the right to determine whether any purchaser is entitled to the reduced sales charge based on the definition of a Qualified Purchaser listed above. No person or entity may distribute shares of the Invesco Funds without payment of the applicable sales charge other than to Qualified Purchasers.
          Purchases of Class A shares of Invesco Tax-Exempt Cash Fund and Class A5 shares or Invesco Cash Reserve Shares of Invesco Money Market Fund and Investor Class shares of any Invesco Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.
           Purchases of Class A Shares at Net Asset Value . Invesco Distributors permits certain categories of persons to purchase Class A shares of Invesco Funds without paying an initial sales charge. These are typically categories of persons whose transactions involve little expense, such as persons who have a relationship with the Invesco Funds or with Invesco and certain programs for purchase. It is the purchaser’s responsibility to notify Invesco Distributors or its designee of any qualifying relationship at the time of purchase.

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          Invesco Distributors believes that it is appropriate and in the Invesco Funds’ best interests that such persons, and certain other persons whose purchases result in relatively low expenses of distribution, be permitted to purchase shares through Invesco Distributors without payment of a sales charge.
          Accordingly, the following purchasers will not pay initial sales charges on purchases of Class A shares because there is a reduced sales effort involved in sales to these purchasers:
    Any current, former or retired trustee, director, officer or employee (or immediate family member of a current, former or retired trustee, director, officer or employee) of any Invesco Fund or of Invesco Ltd. or any of its subsidiaries. This includes any foundation, trust or employee benefit plan maintained by any of the persons listed above;
 
    Any current or retired officer, director, or employee (and members of their Immediate Family) of DST Systems, Inc. or Fiserv Output Solutions, a division of Fiserv Solutions, Inc.;
 
    Any registered representative or employee of any intermediary who has an agreement with Invesco Distributors to sell shares of the Invesco Funds (this includes any members of their Immediate Family);
 
    Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship);
 
    Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which Invesco Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which Invesco Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a Fund held through the plan or account;
 
    Employer-sponsored retirement plans (the Plan or Plans) that are Qualified Purchasers, as defined above, provided that such Plans:
  a.   have assets of at least $1 million; or
 
  b.   have at least 100 employees eligible to participate in the Plan; or
 
  c.   execute through a single omnibus account per Fund; further provided that Plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge based on the aggregate investment made by the Plan or the number of eligible employees unless the employer or Plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code;
    “Grandfathered” shareholders as follows:
  a.   Shareholders of record of Advisor Class shares of AIM International Growth Fund or AIM Worldwide Growth Fund on February 12, 1999 who have continuously owned shares of the Invesco Funds;
 
  b.   Shareholders of record of Class H, Class L, Class P and/or Class W of applicable predecessor funds on May 28, 2010 who have continuously owned shares of the corresponding Invesco Funds;
 
  c.   Shareholders of record or discretionary advised clients of any investment adviser holding shares of AIM Weingarten Fund or AIM Constellation Fund on September 8, 1986, or of AIM Charter Fund on November 17, 1986, who have continuously owned shares and who purchase additional shares of Invesco Constellation Fund or Invesco Charter Fund, respectively;

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  d.   Unitholders of G/SET series unit investment trusts investing proceeds from such trusts in shares of Invesco Constellation Fund; provided, however, prior to the termination date of the trusts, a unitholder may invest proceeds from the redemption or repurchase of his units only when the investment in shares of Invesco Constellation Fund is effected within 30 days of the redemption or repurchase;
 
  e.   A shareholder of a Fund that merges or consolidates with an Invesco Fund or that sells its assets to an Invesco Fund in exchange for shares of an Invesco Fund;
 
  f.   Shareholders of the former GT Global funds as of April 30, 1987 who since that date continually have owned shares of one or more of these funds;
 
  g.   Certain former AMA Investment Advisers’ shareholders who became shareholders of the AIM Global Health Care Fund in October 1989, and who have continuously held shares in the GT Global funds since that time;
 
  h.   Shareholders of record of Advisor Class shares of an Invesco Fund on February 11, 2000 who have continuously owned shares of that Invesco Fund, and who purchase additional shares of that Invesco Fund; and
 
  i.   Additional purchases of Class A shares by shareholders of record of Class K shares on October 21, 2005 whose Class K shares were converted to Class A shares.
    Any investor who maintains an account in Investor Class shares of a Fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and members of their Immediate Family);
 
    Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code;
 
    Insurance company separate accounts;
 
    Retirement plan established exclusively for the benefit of an individual (specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA, SIMPLE IRA, Solo 401(k), Keogh plan, or a tax-sheltered 403(b)(7) custodial account) if:
  a.   such plan is funded by a rollover of assets from an Employer-Sponsored Retirement Plan;
 
  b.   the account being funded by such rollover is to be maintained by the same trustee, custodian or administrator that maintained the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof; and
 
  c.   the dealer of record with respect to the account being funded by such rollover is the same as the dealer of record with respect to the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof.
    Transfers to IRAs that are attributable to Invesco Fund investments held in 403(b)(7)s, SIMPLEs, SEPs, SARSEPs, Traditional or Roth IRAs; and
 
    Rollovers from Invesco held 403(b)(7)s, 401(K)s, SEPs, SIMPLEs, SARSEPs, Money Purchase Plans, and Profit Sharing Plans if the assets are transferred to an Invesco IRA.
          In addition, an investor may acquire shares of any of the Invesco Funds at net asset value in connection with:
    reinvesting dividends and distributions;
 
    exchanging shares of one Fund, that were previously assessed a sales charge, for shares of another Fund; as more fully described in the Prospectus;

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    the purchase of shares in connection with the repayment of a retirement plan loan administered by Invesco Investment Services;
 
    as a result of a Fund’s merger, consolidation or acquisition of the assets of another Fund;
 
    the purchase of Class A shares with proceeds from the redemption of Class B, Class C or Class Y shares where the redemption and purchase are effectuated on the same business day; or
 
    when buying Class A shares of Invesco Tax-Exempt Cash Fund.
 
    Unit investments trusts sponsored by Invesco Distributors or its affiliates.
 
    Unitholders of Invesco Van Kampen unit investment trusts that enrolled in the reinvestment program prior to December 3, 2007 to reinvest distributions from such trusts in Class A shares of the Invesco Funds. The Invesco Funds reserve the right to modify or terminate this program at any time.
           Payments to Dealers . Invesco Distributors may elect to re-allow the entire initial sales charge to dealers for all sales with respect to which orders are placed with Invesco Distributors during a particular period. Dealers to whom substantially the entire sales charge is re-allowed may be deemed to be “underwriters” as that term is defined under the 1933 Act.
          The financial adviser through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In this context, “financial advisers” include any broker, dealer, bank (including bank trust departments), insurance company separate account, transfer agent, registered investment adviser, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with Invesco Distributors or one or more of its corporate affiliates (collectively, the Invesco Distributors Affiliates). In addition to those payments, Invesco Distributors Affiliates may make additional cash payments to financial advisers in connection with the promotion and sale of shares of the Invesco Funds. Invesco Distributors Affiliates make these payments from their own resources, from Invesco Distributors’ retention of underwriting concessions and from payments to Invesco Distributors under Rule 12b-1 plans. In the case of sub-accounting payments, discussed below, Invesco Distributors Affiliates will be reimbursed directly by the Invesco Funds for such payments. These additional cash payments are described below. The categories described below are not mutually exclusive. The same financial adviser, or one or more of its affiliates, may receive payments under more than one or all categories. Most financial advisers that sell shares of the Invesco Funds receive one or more types of these cash payments. Financial advisers negotiate the cash payments to be paid on an individual basis. Where services are provided, the costs of providing the services and the overall package of services provided may vary from one financial adviser to another. Invesco Distributors Affiliates do not make an independent assessment of the cost of providing such services.
          Certain financial advisers listed below received one or more types of the following payments during the prior calendar year. This list is not necessarily current and will change over time. Certain arrangements are still being negotiated, and there is a possibility that payments will be made retroactively to financial advisers not listed below. Accordingly, please contact your financial adviser to determine whether they currently may be receiving such payments and to obtain further information regarding any such payments.
           Financial Support Payments. Invesco Distributors Affiliates make financial support payments as incentives to certain financial advisers to promote and sell shares of Invesco Funds. The benefits Invesco Distributors Affiliates receive when they make these payments include, among other things, placing Invesco Funds on the financial adviser’s funds sales system, and access (in some cases on a preferential basis over other competitors) to individual members of the financial adviser’s sales force or to the financial adviser’s management. Financial support payments are sometimes referred to as “shelf space” payments because the payments compensate the financial adviser for including Invesco Funds in

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its Fund sales system (on its sales shelf). Invesco Distributors Affiliates compensate financial advisers differently depending typically on the level and/or type of considerations provided by the financial adviser. In addition, payments typically apply only to retail sales, and may not apply to other types of sales or assets (such as sales to retirement plans, qualified tuition programs, or fee based adviser programs — some of which may generate certain other payments described below).
          The financial support payments Invesco Distributors Affiliates make may be calculated on sales of shares of Invesco Funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% (for non-Institutional Class shares) or 0.10% (for Institutional Class shares) of the public offering price of all such shares sold by the financial adviser during the particular period. Such payments also may be calculated on the average daily net assets of the applicable Invesco Funds attributable to that particular financial adviser (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of Invesco Funds and Asset-Based Payments primarily create incentives to retain previously sold shares of Invesco Funds in investor accounts. Invesco Distributors Affiliates may pay a financial adviser either or both Sales-Based Payments and Asset-Based Payments.
           Sub-Accounting and Networking Support Payments. Invesco Investment Services, an Invesco Distributors Affiliate, acts as the transfer agent for the Invesco Funds, registering the transfer, issuance and redemption of Invesco Fund shares, and disbursing dividends and other distributions to Invesco Funds shareholders. However, many Invesco Fund shares are owned or held by financial advisers, as that term is defined above, for the benefit of their customers. In those cases, the Invesco Funds often do not maintain an account for the shareholder. Thus, some or all of the transfer agency functions for these accounts are performed by the financial adviser. In these situations, Invesco Distributors Affiliates may make payments to financial advisers that sell Invesco Fund shares for certain transfer agency services, including record keeping and sub-accounting shareholder accounts. Payments for these services typically do not exceed 0.25% (for non-Institutional Class shares) or 0.10% (for Institutional Class shares) of average annual assets of such share classes or $19 per annum per shareholder account (for non-Institutional Class shares only). Invesco Distributors Affiliates also may make payments to certain financial advisers that sell Invesco Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of payments that Invesco Distributors Affiliates may make under this category include, among others, payment of networking fees of up to $12 per shareholder account maintained on certain mutual fund trading systems.
          All fees payable by Invesco Distributors Affiliates pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement are charged back to the Invesco Funds, subject to certain limitations approved by the Board of the Trust.
           Other Cash Payments. From time to time, Invesco Distributors Affiliates, at their expense and out of their own resources, may provide additional compensation to financial advisers which sell or arrange for the sale of shares of a Fund. Such compensation provided by Invesco Distributors Affiliates may include payment of ticket charges per purchase or exchange order placed by a financial adviser, one-time payments for ancillary services such as setting up funds on a financial adviser’s mutual fund trading systems, financial assistance to financial advisers that enable Invesco Distributors Affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client entertainment, client and investor events, and other financial adviser-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with client prospecting, retention and due diligence trips. Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as the Financial Industry Regulatory Authority (FINRA) (formerly, NASD, Inc.). Invesco Distributors Affiliates make payments for entertainment events it deems appropriate, subject to Invesco Distributors Affiliates guidelines and applicable law. These payments may vary depending upon the nature of the event or the relationship.

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          Invesco Distributors Affiliates are motivated to make the payments described above because they promote the sale of Invesco Fund shares and the retention of those investments by clients of financial advisers. To the extent financial advisers sell more shares of Invesco Funds or retain shares of Invesco Funds in their clients’ accounts, Invesco Distributors Affiliates benefit from the incremental management and other fees paid to Invesco Distributors Affiliates by the Invesco Funds with respect to those assets.
          In certain cases these payments could be significant to the financial adviser. Your financial adviser may charge you additional fees or commissions other than those disclosed in the prospectus. You can ask your financial adviser about any payments it receives from Invesco Distributors Affiliates or the Invesco Funds, as well as about fees and/or commissions it charges. You should consult disclosures made by your financial adviser at the time of purchase.
           Certain Financial Advisers that Receive One or More Types of Payments
1st Global Capital Corporation
1 st Partners, Inc.
401k Exchange, Inc.
A G Edwards & Sons, Inc.
ADP Broker Dealer, Inc.
Advantage Capital Corporation
Advest Inc.
AIG Financial Advisors, Inc.
Allianz Life
Allstate
American Portfolios Financial Services Inc.
American Skandia Life Assurance Corporation
American United Life Insurance Company
Ameriprise Financial Services, Inc.
APS Financial Corporation
Ascensus
Associated Securities Corporation
AXA Advisors, LLC
The Bank of New York
Bank of America
Bank of Oklahoma
Barclays Capital, Inc.
Bear Stearns Securities Corp.
BOSC, Inc.
Branch Banking & Trust Company
Brown Brothers Harriman & Co.
Buck Kwasha Securities LLC
Cadaret Grant & Company, Inc.
Cambridge Investment Research, Inc.
Cantella & Co., Inc.
Cantor Fitzgerald & Co.
Centennial Bank
Charles Schwab
Chase Citibank, N.A.
Citigroup
Citistreet
Comerica Bank
Commerce Bank
Commonwealth Financial Network LPL
Community National Bank
Compass Bank
Compass Brokerage, Inc.
Contemporary Financial Solutions, Inc.
CPI Qualified Plan Consultants, Inc.
Credit Suisse Securities
CUNA Brokerage Services, Inc.
CUSO Financial Services, Inc.
D.A. Davidson & Company
Daily Access Corporation
Deutsche Bank Securities, Inc.
Diversified Investment Advisors
Dorsey & Company Inc.
Dow Jones & Company, Inc.
Edward Jones & Co.
Equity Services, Inc.
Expertplan
Fidelity
Fifth Third Bank
Fifth Third Securities, Inc.
Financial Data Services Inc.
Financial Network Investment Corporation
Financial Planning Association
Financial Services Corporation
Financial Services Institute
First Clearing Corp.
First Command
First Financial Equity Corp.
First Southwest Company
Frost Brokerage Services, Inc.
Frost National Bank
FSC Securities Corporation
Fund Management Trust Company
Fund Services Advisors, Inc.
Gardner Michael Capital, Inc.
GE Capital Life Insurance Company of New York
GE Life & Annuity Company
Genworth Financial
Glenbrook Life and Annuity Company
Goldman, Sachs & Co.
Great West Life
Guaranty Bank & Trust
Guardian
GunnAllen Financial
GWFS Equities, Inc.
Hare and Company
Hartford
H.D. Vest
Hewitt Financial Services
Hightower Securities, LLC
Hornor, Townsend & Kent, Inc.
Huntington Capital
Huntington National Bank
The Huntington Investment Company
ICMA Retirement Corporation
ING
Intersecurities, Inc.
INVEST Financial Corporation, Inc.
Investacorp, Inc.
Investment Centers of America, Inc.
Jackson National Life
Jefferson National Life Insurance Company
Jefferson Pilot Securities Corporation

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J.M. Lummis Securities
JP Morgan
Kanaly Trust Company
Kemper
LaSalle Bank
Lincoln Financial
Lincoln Investment Planning
Loop Capital Markets, LLC
LPL Financial
M & T Securities, Inc.
M M L Investors Services, Inc.
Marshall & Ilsley Trust Co., N.A.
Mass Mutual
Matrix
Mellon Bank N.A.
Mellon Financial
Mellon Financial Markets
Mercer Trust Company
Merrill Lynch
Metlife
Metropolitan Life
Meyer Financial Group, Inc.
Minnesota Life
Money Concepts
Money Counts, Inc.
Morgan Keegan & Company, Inc.
Morgan Stanley
MSCS Financial Services, LLC
Multi-Financial Securities Corporation
Municipal Capital Markets Group, Inc.
Mutual Service Corporation
Mutual Services, Inc.
N F P Securities, Inc.
NatCity Investments, Inc.
National Financial
National Planning Corporation
National Planning Holdings
National Retirement Partners Inc.
Nationwide
New York Life
Next Financial
NFP Securities Inc.
Northeast Securities, Inc.
Northwestern Mutual Investment Services
OneAmerica
Oppenheimer
Pacific Life
Penn Mutual
Penson Financial Services
Pershing
PFS Investments
Phoenix Life Insurance Company
Piper Jaffray
Plains Capital Bank
Planco
PNC
Primevest Financial Services, Inc.
Princeton Retirement Group, Inc.
Principal Financial
Principal Life
Proequities, Inc.
Prudential
R B C Dain Rauscher, Inc.
RBC Wealth Management
Raymond James
Retirement Plan Advisory Group
Ridge Clearing
Riversource
Robert W. Baird & Co.
Ross Sinclair & Associates LLC
Royal Alliance Associates
Riversource (Ameriprise)
RSBCO
S I I Investments, Inc.
Salomon Smith Barney
Sanders Morris Harris
SCF Securities, Inc.
Scott & Stringfellow, Inc.
Securities America, Inc.
Security Distributors, Inc.
Sentra Securities
Silverton Capital, Corp.
Simmons First Investment Group, Inc.
Smith Barney Inc.
Smith Hayes Financial Services
Southwest Securities
Sovereign Bank
Spelman & Company
State Farm
State Street Bank & Trust Company
Stifel Nicolaus & Company
SunAmerica Securities, Inc.
SunGard
Sun Life
Sun Trust
SunTrust Robinson Humphrey
SWS Financial Services, Inc.
Symetra Investment Services Inc.
TD Ameritrade
The (Wilson) William Financial Group
TFS Securities, Inc.
Transamerica
Treasury Curve
Treasury Strategies
T Rowe Price
Trust Management Network, LLC
U.S. Bancorp
UBS Financial Services Inc.
UMB Financial Services, Inc.
Union Bank
Union Bank of California, N.A.
Union Central
United Planners Financial
US Bancorp
US Bank
U.S. Bank, N.A.
UVEST
Vanguard Brokerage Services
Vanguard Marketing Corp.
V S R Financial Services, Inc.
VALIC Financial Advisors, Inc.
vFinance Investments, Inc.
Vining Sparks IBG, LP
Wachovia Capital Markets, LLC
Wachovia
Wadsworth Investment Co., Inc.
Waterstone Financial Group, Inc.
Wells Fargo
Woodbury Financial Services, Inc.
Zions First National Bank

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Purchases of Class B Shares
          Class B shares are sold at net asset value, and are not subject to an initial sales charge; but investors may pay a CDSC if they redeem their shares within a specified number of years after purchase. See the Prospectus for additional information regarding contingent deferred sales charges. Invesco Distributors may pay sales commissions to dealers and institutions who sell Class B shares of the Invesco Funds at the time of such sales. Payments are equal to 4.00% of the purchase price, which generally consist of a sales commission equal to 3.75% plus an advance of the first year service fee of 0.25%.
Purchases of Class C Shares
          Class C shares are sold at net asset value, and are not subject to an initial sales charge. Investors in Class C shares may pay a CDSC if they redeem their shares within the first year after purchase (no CDSC applies to Class C shares of Invesco LIBOR Alpha Fund or Invesco Short Term Bond Fund unless you exchange shares of another Invesco Fund that are subject to a CDSC into Invesco LIBOR Alpha Fund or Invesco Short Term Bond Fund). See the Prospectus for additional information regarding this CDSC. Invesco Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the Invesco Funds (except for Class C shares of Invesco LIBOR Alpha Fund and Invesco Short Term Bond Fund) at the time of such sales. Payments with respect to Invesco Funds other than Invesco Floating Rate Fund will equal 1.00% of the purchase price and will consist of a sales commission of 0.75% plus an advance of the first year service fee of 0.25%. Payments with respect to Invesco Floating Rate Fund will equal 0.75% of the purchase price and will consist of a sales commission of 0.50% plus an advance of the first year service fee of 0.25%. These commissions are not paid on sales to investors exempt from the CDSC, including shareholders of record of AIM Advisor Funds, Inc. on April 30, 1995, who purchase additional shares in any of the Invesco Funds on or after May 1, 1995, and in circumstances where Invesco Distributors grants an exemption on particular transactions.
Payments with Regard to Converted Class K Shares
          For Class A shares acquired by a former Class K shareholder (i) as a result of a fund merger; or (ii) as a result of the conversion of Class K shares into Class A shares on October 21, 2005, Invesco Distributors will pay financial intermediaries 0.45% on such Class A shares as follows: (i) 0.25% from the Class A shares’ Rule 12b-1 plan fees; and (ii) 0.20% from Invesco Distributors’ own resources provided that, on an annualized basis for 2005 as of October 21, 2005, the 0.20% exceeds $2,000 per year.
Purchase and Redemption of Class P Shares
          Certain former investors in the AIM Summit Plans I and II may acquire Class P shares at net asset value. Please see Invesco Summit Fund’s Prospectus for details.
Purchases of Class R Shares
          Class R shares are sold at net asset value, and are not subject to an initial sales charge. For purchases of Class R shares of Category I, II or IV Funds, Invesco Distributors may make the following payments to dealers of record provided that the applicable dealer of record is able to establish that the purchase of Class R shares is a new investment or a rollover from a retirement plan in which an Invesco Fund was offered as an investment option:

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Percent of Cumulative Purchases
0.75% of the first $5 million
plus 0.50% of amounts in excess of $5 million
          With regard to any individual purchase of Class R shares, Invesco Distributors may make payment to the dealer of record based on the cumulative total of purchases made by the same plan over the life of the plan’s account(s).
Purchases of Class S Shares
          Class S shares are limited to investors who purchase shares with the proceeds received from a systematic contractual investment plan redemption within the 12-months prior to purchasing Class S shares, and who purchase through an approved financial intermediary that has an agreement with the distributor to sell Class S shares. Class S Shares are not otherwise sold to members of the general public. An investor purchasing Class S shares will not pay an initial sales charge. The investor will no longer be eligible to purchase additional Class S shares at that point where the value of the contributions to the prior systematic contractual investment plan combined with the subsequent Class S share contributions equals the face amount of what would have been the investor’s systematic contractual investment plan under the 30-year investment option. The face amount of a systematic contractual investment plan is the combined total of all scheduled monthly investments under that plan. For a plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30-year extended investment option. Class S shares have a 12b-1 fee of 0.15%.
Purchases of Class Y Shares
          Class Y shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. Please refer to the Prospectus for more information.
Purchases of Investor Class Shares
          Investor Class shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. Invesco Distributors may pay dealers and institutions an annual service fee of 0.25% of average daily net assets and such payments will commence immediately. The Investor Class is closed to new investors.
Purchases of Institutional Class Shares
          Institutional Class shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. Please refer to the Institutional Class Prospectus for more information.
Exchanges
           Terms and Conditions of Exchanges . Normally, shares of an Invesco Fund to be acquired by exchange are purchased at their net asset value or applicable offering price, as the case may be, determined on the date that such request is received, but under unusual market conditions such purchases may be delayed for up to five business days if it is determined that a fund would be materially disadvantaged by an immediate transfer of the proceeds of the exchange. If a shareholder is exchanging into a Fund paying daily dividends, and the release of the exchange proceeds is delayed for the foregoing five-day period, such shareholder will not begin to accrue dividends until the sixth business day after the exchange.

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Redemptions
           General . Shares of the Invesco Funds may be redeemed directly through Invesco Distributors or through any dealer who has entered into an agreement with Invesco Distributors. In addition to the Funds’ obligation to redeem shares, Invesco Distributors may also repurchase shares as an accommodation to shareholders. To effect a repurchase, those dealers who have executed Selected Dealer Agreements with Invesco Distributors must phone orders to the order desk of the Funds at (800) 959-4246 and guarantee delivery of all required documents in good order. A repurchase is effected at the net asset value per share of the applicable Fund next determined after the repurchase order is received in good order. Such an arrangement is subject to timely receipt by Invesco Investment Services, the Funds’ transfer agent, of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation. While there is no charge imposed by a Fund or by Invesco Distributors (other than any applicable contingent deferred sales charge and any applicable redemption fee) when shares are redeemed or repurchased, dealers may charge a fair service fee for handling the transaction.
           Suspension of Redemptions . The right of redemption may be suspended or the date of payment postponed when (a) trading on the New York Stock Exchange (NYSE) is restricted, as determined by applicable rules and regulations of the SEC, (b) the NYSE is closed for other than customary weekend and holiday closings, (c) the SEC has by order permitted such suspension, or (d) an emergency as determined by the SEC exists making disposition of portfolio securities or the valuation of the net assets of Fund not reasonably practicable. With respect to the Invesco Money Market Fund, in the event that the Board of Trustees, including a majority of Trustees who are not interested persons of the trust as defined in the 1940 Act, determines that the extent of the deviation between the Fund’s amortized cost per share and its current net asset value per share calculated using available market quotations (or an appropriate substitute that reflects current market conditions) may result in material dilution or other unfair results to the Fund’s investors or existing shareholders, and irrevocably has approved the liquidation of the Fund, the Board of Trustees has the authority to suspend redemptions of the Fund shares. In addition, with respect to the Invesco Money Market Fund and the Invesco Tax-Exempt Cash Fund, in the event that the Board of the Trustees, including a majority of trustees who are not interested persons of the Fund as defined in the Investment Company Act of 1940, determines that the extent of the deviation between the Fund’s amortized cost per share and its current net asset value per share calculated using available market quotations (or an appropriate substitute that reflects current market conditions) may result in material dilution or other unfair results to the Fund’s investors or existing shareholders, and irrevocably has approved the liquidation of the Fund, the Fund’s Board of Trustees has the authority to suspend redemptions of the Fund’s shares
           Systematic Redemption Plan. A Systematic Redemption Plan permits a shareholder of an Invesco Fund to withdraw on a regular basis at least $50 per withdrawal. At the time the withdrawal plan is established, the total account value must be $5,000 or more. Under a Systematic Redemption Plan, all shares are to be held by Invesco Investment Services. To provide funds for payments made under the Systematic Redemption Plan, Invesco Investment Services redeems sufficient full and fractional shares at their net asset value in effect at the time of each such redemption.
          Payments under a Systematic Redemption Plan constitute taxable events. Because such payments are funded by the redemption of shares, they may result in a return of capital and in capital gains or losses, rather than in ordinary income. Also because sales charges are imposed on additional purchases of Class A shares, it is disadvantageous to effect such purchases while a Systematic Redemption Plan is in effect.

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          Each Invesco Fund bears its share of the cost of operating the Systematic Redemption Plan.
Contingent Deferred Sales Charges Imposed upon Redemption of Shares
          A CDSC may be imposed upon the redemption of Large Purchases of Class A shares of Category I, II and IV Funds, upon the redemption of Class B shares or Class C shares (no CDSC applies to Class C shares of Invesco LIBOR Alpha Fund or Invesco Short Term Bond Fund unless you exchange shares of another Invesco Fund that are subject to a CDSC into Invesco LIBOR Alpha Fund or Invesco Short Term Bond Fund). (In addition, no CDSC applies to Class A2 shares.) See the Prospectus for additional information regarding CDSCs.
           Contingent Deferred Sales Charge Exceptions for Large Purchases of Class A Shares . An investor who has made a Large Purchase of Class A shares of a Category I, II or IV Fund, will not be subject to a CDSC upon the redemption of those shares in the following situations:
    Redemptions of shares of Category I, II or IV Funds held more than 18 months;
 
    Redemptions of shares held by retirement plans, maintained pursuant to Sections 403 (only if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code), 401 or 457 of the Code, in cases where (i) the plan has remained invested in Class A shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of shares held by the plan;
 
    Redemptions of shares by the investor where the investor’s dealer waives the amounts otherwise payable to it by the distributor and notifies the distributor prior to the time of investment;
 
    Minimum required distributions made in connection with an IRA, Keogh Plan or custodial account under Section 403(b) of the Code or other retirement plan following attainment of age 70 1 / 2 ;
 
    Redemptions following the death or post-purchase disability of (i) any registered shareholders on an account or (ii) a settlor of a living trust, of shares held in the account at the time of death or initial determination of post-purchase disability, provided that shares have not been commingled with shares that are subject to CDSC; and
 
    Amounts from a monthly, quarterly or annual Systematic Redemption Plan of up to an annual amount of 12% of the account value on a per fund basis provided the investor reinvests his dividends. At the time the withdrawal plan is established, the total account value must be $5,000 or more.
           Contingent Deferred Sales Charge Exceptions for Class B and C Shares . CDSCs will not apply to the following redemptions of Class B or Class C shares, as applicable:
    Additional purchases of Class C shares of Invesco International Core Equity Fund and Invesco Real Estate Fund by shareholders of record on April 30, 1995, of AIM International Value Fund, predecessor to Invesco International Core Equity Fund, and Invesco Real Estate Fund, except that shareholders whose broker-dealers maintain a single omnibus account with Invesco Investment Services on behalf of those shareholders, perform sub-accounting functions with respect to those shareholders, and are unable to segregate shareholders of record prior to April 30, 1995, from shareholders whose accounts were opened after that date will be subject to a CDSC on all purchases made after March 1, 1996;
 
    Redemptions following the death or post-purchase disability of (1) any registered shareholders on an account or (2) a settlor of a living trust, of shares held in the

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      account at the time of death or initial determination of post-purchase disability, provided that shares have not been commingled with shares that are subject to CDSC;
 
    Certain distributions from individual retirement accounts, Section 403(b) retirement plans, Section 457 deferred compensation plans and Section 401 qualified plans, where redemptions result from (i) required minimum distributions to plan participants or beneficiaries who are age 70 1 / 2 or older, and only with respect to that portion of such distributions that does not exceed 12% annually of the participant’s or beneficiary’s account value in a particular Fund; (ii) in kind transfers of assets where the participant or beneficiary notifies the distributor of the transfer no later than the time the transfer occurs; (iii) tax-free rollovers or transfers of assets to another plan of the type described above invested in Class B or Class C shares of one or more of the Funds; (iv) tax-free returns of excess contributions or returns of excess deferral amounts; and (v) distributions on the death or disability (as defined in the Code) of the participant or beneficiary;
 
    Amounts from a monthly or quarterly Systematic Redemption Plan of up to an annual amount of 12% of the account value on a per fund basis provided the investor reinvests his dividends. At the time the withdrawal plan is established, the total account value must be $5,000 or more;
 
    Liquidation initiated by the Fund when the account value falls below the minimum required account size of $500; and
 
    Investment account(s) of Invesco and its affiliates.
CDSCs will not apply to the following redemptions of Class C shares:
    A total or partial redemption of shares where the investor’s dealer of record notifies the distributor prior to the time of investment that the dealer would waive the upfront payment otherwise payable to him;
 
    Redemption of shares held by retirement plans, maintained pursuant to Sections 403 (only if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code), 401 or 457 of the Code, in cases where (i) the plan has remained invested in Class C shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of all Class C shares held by the plan; and
 
    Redemptions of Class C shares of a Fund other than Invesco LIBOR Alpha Fund or Invesco Short Term Bond Fund if you received such Class C shares by exchanging Class C shares of Invesco LIBOR Alpha Fund or Invesco Short Term Bond Fund.
General Information Regarding Purchases, Exchanges and Redemptions
           Good Order. Purchase, exchange and redemption orders must be received in good order in accordance with Invesco Investment Services policy and procedures and U.S. regulations. Invesco Investment Services reserves the right to refuse transactions. Transactions not in good order will not be processed and once brought into good order, will receive the current price. To be in good order, an investor or financial intermediary must supply Invesco Investment Services with all required information and documentation, including signature guarantees when required. In addition, if a purchase of shares is made by check, the check must be received in good order. This means that the check must be properly completed and signed, and legible to Invesco Investment Services in its sole discretion. If a check used to purchase shares does not clear, or if any investment order must be canceled due to nonpayment, the investor will be responsible for any resulting loss.
           Authorized Agents. Invesco Investment Services and Invesco Distributors may authorize agents to accept purchase and redemption orders that are in good order on behalf of the Invesco Funds. In certain cases, these authorized agents are authorized to designate other

L-20


 

intermediaries to accept purchase and redemption orders on a Fund’s behalf. The Fund will be deemed to have received the purchase or redemption order when the Fund’s authorized agent or its designee accepts the order. The order will be priced at the net asset value next determined after the order is accepted by the Fund’s authorized agent or its designee.
           Signature Guarantees . In addition to those circumstances listed in the “Shareholder Information” section of each Fund’s prospectus, signature guarantees are required in the following situations: (1) requests to transfer the registration of shares to another owner; (2) telephone exchange and telephone redemption authorization forms; (3) changes in previously designated wiring or electronic funds transfer instructions; (4) written redemptions or exchanges of shares held in certificate form previously reported to Invesco as lost, whether or not the redemption amount is under $250,000 or the proceeds are to be sent to the address of record; and (5) requests to redeem accounts where the proceeds are over $250,000 or the proceeds are to be sent to an address or a bank other than the address or bank of record. Invesco Funds may waive or modify any signature guarantee requirements at any time.
          Acceptable guarantors include banks, broker-dealers, credit unions, national securities exchanges, savings associations and any other organization, provided that such institution or organization qualifies as an “eligible guarantor institution” as that term is defined in rules adopted by the SEC, and further provided that such guarantor institution is listed in one of the reference guides contained in Invesco Investment Services’ current Signature Guarantee Standards and Procedures, such as certain domestic banks, credit unions, securities dealers, or securities exchanges. Notary public signatures are not an acceptable replacement for a signature guarantee. Invesco Investment Services will also accept signatures with either: (1) a signature guaranteed with a medallion stamp of the STAMP Program, or (2) a signature guaranteed with a medallion stamp of the NYSE Medallion Signature Program, provided that in either event, the amount of the total transaction involved does not exceed the surety coverage amount indicated on the medallion. For information regarding whether a particular institution or organization qualifies as an “eligible guarantor institution” and to determine how to fulfill a signature guarantee requirement, an investor should contact the Client Services Department of Invesco Investment Services.
           Transactions by Telephone . By signing an account application form, an investor agrees that Invesco Investment Services may surrender for redemption any and all shares held by Invesco Investment Services in the designated account(s), or in any other account with any of the Invesco Funds, present or future, which has the identical registration as the designated account(s). Invesco Investment Services and Invesco Distributors are thereby authorized and directed to accept and act upon any telephone redemptions of shares held in any of the account(s) listed, from any person who requests the redemption proceeds to be applied to purchase shares in any one or more of the Invesco Funds, provided that such Fund is available for sale and provided that the registration and mailing address of the shares to be purchased are identical to the registration of the shares being redeemed. An investor acknowledges by signing the form that he understands and agrees that Invesco Investment Services and Invesco Distributors may not be liable for any loss, expense or cost arising out of any telephone exchange requests effected in accordance with the authorization set forth in these instructions if they reasonably believe such request to be genuine, but may in certain cases be liable for losses due to unauthorized or fraudulent transactions. Procedures for verification of telephone transactions may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholder’s Social Security Number and current address, and mailings of confirmations promptly after the transactions. Invesco Investment Services reserves the right to modify or terminate the telephone exchange privilege at any time without notice. An investor may elect not to have this privilege by marking the appropriate box on the application. Then any exchanges must be effected in writing by the investor.

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           Internet Transactions . An investor may effect transactions in his account through the internet by establishing a Personal Identification Number (PIN). By establishing a PIN the investor acknowledges and agrees that neither Invesco Investment Services nor Invesco Distributors will be liable for any loss, expense or cost arising out of any internet transaction effected by them in accordance with any instructions submitted by a user who transmits the PIN as authentication of his or her identity. Procedures for verification of internet transactions include requests for confirmation of the shareholder’s personal identification number and mailing of confirmations promptly after the transactions. The investor also acknowledges that the ability to effect internet transactions may be terminated at any time by the Invesco Funds. Policies for processing transactions via the Internet may differ from policies for transactions via telephone due to system settings.
           Abandoned Property. It is the responsibility of the investor to ensure that Invesco Investment Services maintains a correct address for his account(s). An incorrect address may cause an investor’s account statements and other mailings to be returned to Invesco Investment Services. Upon receiving returned mail, Invesco Investment Services will attempt to locate the investor or rightful owner of the account. If Invesco Investment Services is unable to locate the investor, then it will determine whether the investor’s account has legally been abandoned. Invesco Investment Services is legally obligated to escheat (or transfer) abandoned property to the appropriate state’s unclaimed property administrator in accordance with statutory requirements. The investor’s last known address of record determines which state has jurisdiction.
           Retirement Plans Sponsored by Invesco Distributors. Invesco Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the Funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial adviser or other intermediary for details.
           Miscellaneous Fees. In certain circumstances, the intermediary maintaining the shareholder account through which your Fund shares are held may assess various fees related to the maintenance of that account, such as:
    an annual custodial fee on accounts where Invesco Distributors acts as the prototype sponsor;
 
    expedited mailing fees in response to overnight redemption requests; and
 
    copying and mailing charges in response to requests for duplicate statements.
 
      Please consult with your intermediary for further details concerning any applicable fees.
Institutional Class Shares
          Before the initial purchase of shares, an investor must submit a completed account application to his financial intermediary, who should forward the application to Invesco Investment Services, Inc. at P.O. Box 4739, Houston, Texas 77210-4739. An investor may change information in his account application by submitting written changes or a new account application to his intermediary or to Invesco Investment Services.
          Purchase and redemption orders must be received in good order. To be in good order, the financial intermediary must give Invesco Investment Services all required information and documentation with respect to the investor. If the intermediary fails to deliver the investor’s

L-22


 

payment on the required settlement date, the intermediary must reimburse the Fund for any overdraft charges incurred.
          A financial intermediary may submit a written request to Invesco Investment Services for correction of transactions involving Fund shares. If Invesco Investment Services agrees to correct a transaction, and the correction requires a dividend adjustment, the intermediary must agree in writing to reimburse the Fund for any resulting loss.
          An investor may terminate his relationship with an intermediary and become the shareholder of record on his account. However, until the investor establishes a relationship with an intermediary, the investor will not be able to purchase additional shares of the Fund, except through the reinvestment of distributions.
          Generally payment for redeemed shares is made by Federal Reserve wire to the account designated in the investor’s account application. By providing written notice to his financial intermediary or to Invesco Investments Services, an investor may change the account designated to receive redemption proceeds. Invesco Investment Services may request additional documentation.
          Invesco Investment Services may request that an intermediary maintain separate master accounts in the Fund for shares held by the intermediary (a) for its own account, for the account of other institutions and for accounts for which the intermediary acts as a fiduciary; and (b) for accounts for which the intermediary acts in some other capacity.
Offering Price
          The following formula may be used to determine the public offering price per Class A share of an investor’s investment:
          Net Asset Value / (1 - Sales Charge as % of Offering Price) = Offering Price. For example, at the close of business on December 31, 2009, Invesco Global Core Equity Fund - Class A shares had a net asset value per share of $12.36. The offering price, assuming an initial sales charge of 5.50%, therefore was $13.08.
          Institutional Class shares of the Invesco Funds are offered at net asset value.
Calculation of Net Asset Value
          Each Invesco Fund determines its net asset value per share once daily as of the close of the customary trading session of the NYSE on each business day of the Invesco Fund. In the event the NYSE closes early on a particular day, each Invesco Fund determines its net asset value per share as of the close of the NYSE on such day. Futures contracts may be valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. The Invesco Funds determine net asset value per share by dividing the value of an Invesco Fund’s securities, cash and other assets (including interest accrued but not collected) attributable to a particular class, less all its liabilities (including accrued expenses and dividends payable) attributable to that class, by the total number of shares outstanding of that class. Determination of an Invesco Fund’s net asset value per share is made in accordance with generally accepted accounting principles. Generally, the portfolio securities for non-money market funds are recorded in the NAV no later than trade date plus one, except on fiscal quarter ends, such securities are recorded on trade date. For money market funds, portfolio securities are recorded in the NAV on trade date. The net asset value for shareholder

L-23


 

transactions may be different than the net asset value reported in the Invesco Fund’s financial statement due to adjustments required by generally accepted accounting principles made to the net asset value of the Invesco Fund at period end.
          A security listed or traded on an exchange (excluding convertible bonds) held by an Invesco Fund is valued at its last sales price or official closing price on the exchange where the security is principally traded or, lacking any sales or official closing price on a particular day, the security may be valued at the closing bid price on that day. Each equity security traded in the over-the-counter market is valued on the basis of prices furnished by independent pricing services vendors or market makers. Debt securities (including convertible bonds) and unlisted equities are fair valued using an evaluated quote provided by an independent pricing vendor. Evaluated quotes provided by the pricing vendor may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, yield, quality, coupon rate, maturity, type of issue, individual trading characteristics and other market data. Securities for which market prices are not provided by any of the above methods may be valued based upon quotes furnished by independent sources and are valued at the last bid price in the case of equity securities and Corporate Loans and in the case of debt obligations (excluding Corporate Loans), the mean between the last bid and ask prices. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data. Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share.
          Short-term investments (including commercial paper) are valued at amortized cost when the security has 60 days or less to maturity.
          Generally, trading in corporate bonds, U.S. Government securities and money market instruments is substantially completed each day prior to the close of the customary trading session of the NYSE. The values of such securities used in computing the net asset value of an Invesco Fund’s shares are determined at such times. Occasionally, events affecting the values of such securities may occur between the times at which such values are determined and the close of the customary trading session of the NYSE. If Invesco believes a development/event has actually caused a closing price to no longer reflect current market value, the closing price may be adjusted to reflect the fair value of the affected security as of the close of the NYSE as determined in good faith using procedures approved by the Board.
          Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE, events occur that are significant and may make the closing price unreliable, the Invesco Fund may fair value the security. If an issuer specific event has occurred that Invesco determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value in good faith using procedures approved by the Board. Adjustments to closing prices to reflect fair value may also be based on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where Invesco believes, at the approved degree of certainty, that the price is not reflective of current market value, Invesco will use the indication of fair value from the pricing vendor to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from

L-24


 

time to time. Multiple factors may be considered by the pricing vendor in determining adjustments to reflect fair value and may include information relating to sector indices, ADRs, domestic and foreign index futures, and exchange-traded funds.
          Invesco Fund securities primarily traded in foreign markets may be traded in such markets on days that are not business days of the Invesco Fund. Because the net asset value per share of each Invesco Fund is determined only on business days of the Invesco Fund, the value of the portfolio securities of an Invesco Fund that invests in foreign securities may change on days when an investor cannot exchange or redeem shares of the Invesco Fund.
          Securities for which market quotations are not available or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust’s officers in accordance with procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security’s fair value.
Redemptions in Kind
          Although the Invesco Funds generally intend to pay redemption proceeds solely in cash, the Invesco Funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). For instance, an Invesco Fund may make a redemption in kind if a cash redemption would disrupt its operations or performance. Securities that will be delivered as payment in redemptions in kind will be valued using the same methodologies that the Invesco Fund typically utilizes in valuing such securities. Shareholders receiving such securities are likely to incur transaction and brokerage costs on their subsequent sales of such securities, and the securities may increase or decrease in value until the shareholder sells them. The Trust, on behalf of the Invesco Funds made an election under Rule 18f-1 under the 1940 Act (a “Rule 18f-1 Election”) and therefore, the Trust, on behalf of an Invesco Fund, is obligated to redeem for cash all shares presented to such Invesco Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1% of that Invesco Fund’s net assets in any 90-day period. The Rule 18f-1 Election is irrevocable while Rule 18f-1 under the 1940 Act is in effect unless the SEC by order permits withdrawal of such Rule 18f-1 Election.
Backup Withholding
          Accounts submitted without a correct, certified taxpayer identification number (TIN) or, alternatively, a correctly completed and currently effective Internal Revenue Service (IRS) Form W-8 (for non-resident aliens) or Form W-9 (for U.S. persons including resident aliens) accompanying the registration information will generally be subject to backup withholding.
          Each Invesco Fund, and other payers, generally must withhold at the then applicable rate, of reportable dividends (whether paid in cash or reinvested in additional Invesco Fund shares), including exempt-interest dividends, in the case of any shareholder who fails to provide the Invesco Fund with a TIN and a certification that he is not subject to backup withholding.
          An investor is subject to backup withholding if:
  1.   the investor fails to furnish a correct TIN to the Invesco Fund;
 
  2.   the IRS notifies the Invesco Fund that the investor furnished an incorrect TIN;
 
  3.   the investor or the Invesco Fund is notified by the IRS that the investor is subject to backup withholding because the investor failed to report all of the interest and dividends on such investor’s tax return (for reportable interest and dividends only);

L-25


 

  4.   the investor fails to certify to the Invesco Fund that the investor is not subject to backup withholding under (3) above (for reportable interest and dividend accounts opened after 1983 only); or
 
  5.   the investor does not certify his TIN. This applies only to non-exempt mutual fund accounts opened after 1983.
          Interest and dividend payments are subject to backup withholding in all five situations discussed above. Redemption proceeds are subject to backup withholding only if (1), (2) or (5) above applies.
          Certain payees and payments are exempt from backup withholding and information reporting. Invesco or Invesco Investment Services will not provide Form 1099 to those payees.
          Investors should contact the IRS if they have any questions concerning withholding.
           IRS Penalties — Investors who do not supply the Invesco Funds with a correct TIN will be subject to a $50 penalty imposed by the IRS unless such failure is due to reasonable cause and not willful neglect. If an investor falsifies information on this form or makes any other false statement resulting in no backup withholding on an account which should be subject to backup withholding, such investor may be subject to a $500 penalty imposed by the IRS and to certain criminal penalties including fines and/or imprisonment.
           Nonresident Aliens — Nonresident alien individuals and foreign entities with a valid Form W-8 are not subject to the backup withholding previously discussed. The Form W-8 generally remains in effect for a period starting on the date the Form is signed and ending on the last day of the third succeeding calendar year. Such shareholders may, however, be subject to federal income tax withholding at a 30% rate on ordinary income dividends and other distributions. Under applicable treaty law, residents of treaty countries may qualify for a reduced rate of withholding or a withholding exemption. Nonresident alien individuals and some foreign entities failing to provide a valid Form W-8 may be subject to backup withholding and Form 1099 reporting.

L-26


 

APPENDIX M
TOTAL SALES CHARGES
The following chart reflects the total sales charges paid in connection with the sale of Class A shares of the Fund and the amount retained by Invesco Distributors for the last three fiscal years ended December 31:
                                                 
    2009   2008   2007
Fund   Sales
Charges
  Amount
Retained
  Sales
Charges
  Amount
Retained
  Sales
Charges
  Amount
Retained
 
Invesco Global Core Equity Fund
  $ 79,862     $ 11,373     $ 108,712     $ 17,860     $ 362,156     $ 59,356  
          The following chart reflects the contingent deferred sales charges paid by Class A, Class B and Class C and Class R shareholders and retained by Invesco Distributors for the last three fiscal years ended December 31:
                         
Fund   2009   2008   2007
 
Invesco Global Core Equity Fund
  $ 22,582     $ 64,834     $ 49,665  

M-1


 

APPENDIX N
AMOUNTS PAID TO INVESCO DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS
     A list of amounts paid by each class of shares to Invesco Distributors pursuant to the Plans for the fiscal year ended December 31, 2009 follows:
                                 
    Class A   Class B   Class C   Class R   Investor Class
Fund   Shares   Shares   Shares   Shares   Shares
 
Invesco Global Core Equity Fund 1
  $ 149,328     $ 134,075     $ 120,651     N/A   N/A
 
1   Class R Shares have not yet commenced operations.

N-1


 

APPENDIX O
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS
An estimate by category of the allocation of actual fees paid by Class A shares of the Fund during the fiscal year ended December 31, 2009 as follows:
                 
            Invesco
            Global Core
            Equity
            Fund
Class A  
Advertising
  $ 0  
       
Printing and Mailing
    0  
       
Seminars
    0  
       
Underwriters Compensation
    0  
       
Dealers Compensation
    149,329  
       
Personnel
    0  
       
Travel Relating to Marketing
    0  
       
Annual Report Total
    149,329  
An estimate by category of the allocation of actual fees paid by Class B shares of the Fund during the fiscal year ended December 31, 2009 as follows:
                 
            Invesco
            Global Core
            Equity
            Fund
Class B  
Advertising
  $ 0  
       
Printing and Mailing
    0  
       
Seminars
    0  
       
Underwriters Compensation
    100,557  
       
Dealers Compensation
    31,897  
       
Personnel
    1,621  
       
Travel Relating to Marketing
    0  
       
Annual Report Total
    134,075  
An estimate by category of the allocation of actual fees paid by Class C shares of the Fund during the fiscal year ended December 31, 2009 as follows:
                 
            Invesco
            Global Core
            Equity
            Fund
Class C  
Advertising
  $ 0  
       
Printing and Mailing
    0  
       
Seminars
    0  
       
Underwriters Compensation
    15,525  
       
Dealers Compensation
    101,676  
       
Personnel
    3,450  
       
Travel Relating to Marketing
    0  
       
Annual Report Total
    120,651  

O-1


 

An estimate by category of the allocation of actual fees paid by Class R 1 shares of the Fund during the fiscal year ended December 31, 2009 as follows:
                 
            Invesco
            Global Core
            Equity
            Fund
Class R  
Advertising
  $ 0  
       
Printing and Mailing
    0  
       
Seminars
    0  
       
Underwriters Compensation
    0  
       
Dealers Compensation
    0  
       
Personnel
    0  
       
Travel Relating to Marketing
    0  
       
Annual Report Total
    0  
 
1   Class R Shares have not yet commenced operations.

O-2


 

APPENDIX P-1
PENDING LITIGATION ALLEGING MARKET TIMING
          Pursuant to an Order of the MDL Court, plaintiffs in related lawsuits, including purported class action and shareholder derivative suits, consolidated their claims for pre-trial purposes into three amended complaints against, depending on the lawsuit, various Invesco — and IFG-related parties: (i) a Consolidated Amended Class Action Complaint purportedly brought on behalf of shareholders of the Invesco Funds (the Lepera lawsuit discussed below); (ii) a Consolidated Amended Fund Derivative Complaint purportedly brought on behalf of the Invesco Funds and fund registrants (the Essenmacher lawsuit discussed below); and (iii) an Amended Class Action Complaint for Violations ERISA purportedly brought on behalf of participants in Invesco’s 401(k) plan (the Calderon lawsuit discussed below).
RICHARD LEPERA, Individually and On Behalf of All Others Similarly Situated (LEAD PLAINTIFF: CITY OF CHICAGO DEFERRED COMPENSATION PLAN), v. INVESCO FUNDS GROUP, INC., AMVESCAP, PLC, AIM INVESTMENTS, AIM ADVISORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO ASSETS MANAGEMENT LIMITED, INVESCO GLOBAL ASSETS MANAGEMENT (N.A.), AIM STOCK FUNDS, AIM MUTUAL FUNDS, AIM COMBINATION STOCK & BOND FUNDS, AIM SECTOR FUNDS, AIM TREASURER’S SERIES TRUST, INVESCO DISTRIBUTORS, INC., AIM DISTRIBUTORS, INC., RAYMOND R. CUNNINGHAM, TIMOTHY J. MILLER, THOMAS A. KOLBE, MICHAEL D. LEGOSKI, MICHAEL K. BRUGMAN, MARK WILLIAMSON, EDWARD J. STERN, CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., RYAN GOLDBERG, MICHAEL GRADY, CITIGROUP, INC., CITIGROUP GLOBAL MARKETS HOLDINGS, INC., SALOMON SMITH BARNEY, INC., MORGAN STANLEY DW, ANNA BRUGMAN, ANB CONSULTING, LLC, KAPLAN & CO. SECURITIES INC., SECURITY TRUST COMPANY, N.A., GRANT D. SEEGER, JB OXFORD HOLDINGS, INC., NATIONAL CLEARING CORPORATION, JAMES G. LEWIS, KRAIG L. KIBBLE, JAMES Y. LIN, BANK OF AMERICA CORPORATION, BANC OF AMERICA SECURITIES LLC, THEODORE C. SIHPOL, III, BEAR STEARNS & CO., INC., BEAR STEARNS SECURITIES CORP., CHARLES SCHWAB & CO., CREDIT SUISSE FIRST BOSTON (USA) INC., PRUDENTIAL FINANCIAL, INC., PRUDENTIAL SECURITIES, INC., CANADIAN IMPERIAL BANK OF COMMERCE, JP MORGAN CHASE AND CO., AND JOHN DOE DEFENDANTS 1-100, in the MDL Court (Case No. 04-MD-15864; No. 04-CV-00814-JFM) (originally in the United States District Court for the District of Colorado), filed on September 29, 2004. This lawsuit alleges violations of Sections 11, 12(a) (2), and 15 of the Securities Act of 1933 (the Securities Act); Section 10(b) of the Securities Exchange Act of 1934 (the Exchange Act) and Rule 10b-5 promulgated thereunder; Section 20(a) of the Exchange Act; Sections 34(b), 36(a), 36(b) and 48(a) of the Investment Company Act of 1940 (the Investment Company Act); breach of fiduciary duty/constructive fraud; aiding and abetting breach of fiduciary duty; and unjust enrichment. The plaintiffs in this lawsuit are seeking: compensatory damages, including interest; and other costs and expenses, including counsel and expert fees.
CYNTHIA ESSENMACHER, SILVANA G. DELLA CAMERA, FELICIA BERNSTEIN AS CUSTODIAN FOR DANIELLE BROOKE BERNSTEIN, EDWARD CASEY, TINA CASEY, SIMON DENENBERG, GEORGE L. GORSUCH, PAT B. GORSUCH, L. SCOTT KARLIN, HENRY KRAMER, JOHN E. MORRISEY, HARRY SCHIPPER, BERTY KREISLER, GERSON SMITH, CYNTHIA PULEO, ZACHARY ALAN STARR, JOSHUA GUTTMAN, AND AMY SUGIN, Derivatively on Behalf of the Mutual Funds, Trusts and

P-1


 

Corporations Comprising the Invesco and AIM Family of Mutual Funds v. AMVESCAP, PLC, INVESCO FUNDS GROUP, INC., INVESCO DISTRIBUTORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO ASSETS MANAGEMENT LIMITED, INVESCO GLOBAL ASSETS MANAGEMENT (N.A.), AIM MANAGEMENT GROUP, INC., AIM ADVISORS, INC., AIM INVESTMENT SERVICES, INC., AIM DISTRIBUTORS, INC., FUND MANAGEMENT COMPANY, MARK H. WILLIAMSON, RAYMOND R. CUNNINGHAM, TIMOTHY MILLER, THOMAS KOLBE, MICHAEL LEGOSKI, MICHAEL BRUGMAN, FRED A. DEERING, VICTOR L. ANDREWS, BOB R. BAKER, LAWRENCE H. BUDNER, JAMES T. BUNCH, GERALD J. LEWIS, JOHN W. MCINTYRE, LARRY SOLL, RONALD L. GROOMS, WILLIAM J. GALVIN, JR., ROBERT H. GRAHAM, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JACK M. FIELDS, CARL FRISCHILING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, LOUIS S. SKLAR, OWEN DALY II, AURUM SECURITIES CORP., AURUM CAPITAL MANAGEMENT CORP., GOLDEN GATE FINANCIAL GROUP, LLC, BANK OF AMERICA CORP., BANC OF AMERICA SECURITIES LLC, BANK OF AMERICA, N.A., BEAR STEARNS & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY INVESTMENT MANAGEMENT, LLC, EDWARD J. STERN, CANADIAN IMPERIAL BANK OF COMMERCE, CIRCLE TRUST COMPANY, RYAN GOLDBERG, MICHAEL GRADY, KAPLAN & CO. SECURITIES, INC., JP MORGAN CHASE & CO., OPPENHEIMER & CO., INC., PRITCHARD CAPITAL PARTNERS LLC, TIJA MANAGEMENT, TRAUTMAN WASSERMAN & COMPANY, INC., Defendants, AND THE INVESCO FUNDS AND THE AIM FUNDS AND ALL TRUSTS AND CORPORATIONS THAT COMPRISE THE INVESCO FUNDS AND AIM FUNDS THAT WERE MANAGED BY INVESCO AND AIM, Nominal Defendants , in the MDL Court (Case No. 04-MD-15864-FPS; No. 04-819), filed on September 29, 2004. This lawsuit alleges violations of Sections 206 and 215 of the Investment Advisers Act of 1940, as amended (the Advisers Act); Sections 36(a), 36(b) and 47 of the Investment Company Act; control person liability under Section 48 of the Investment Company Act; breach of fiduciary duty; aiding and abetting breach of fiduciary duty; breach of contract; unjust enrichment; interference with contract; and civil conspiracy. The plaintiffs in this lawsuit are seeking: removal of director defendants; removal of adviser, sub-adviser and distributor defendants; rescission of management and other contracts between the Funds and defendants; rescission of 12b-1 plans; disgorgement of management fees and other compensation/profits paid to adviser defendants; compensatory and punitive damages; and fees and expenses, including attorney and expert fees.
MIRIAM CALDERON, Individually and On Behalf of All Others Similarly Situated, v. AVZ, INC., AMVESCAP RETIREMENT, INC., AMVESCAP NATIONAL TRUST COMPANY, INVESCO FUNDS GROUP, INC., AMVESCAP, ROBERT F. MCCULLOUGH, GORDON NEBEKER, JEFFREY G. CALLAHAN, AND RAYMOND R. CUNNINGHAM , in the MDL Court (Case No. 1:04-MD-15864-FPS), filed on September 29, 2004. This lawsuit alleges violations of ERISA Sections 404, 405 and 406. The plaintiffs in this lawsuit are seeking: declaratory judgment; restoration of losses suffered by the plan; disgorgement of profits; imposition of a constructive trust; injunctive relief; compensatory damages; costs and attorneys’ fees; and equitable restitution.
          On January 5, 2008, the parties reached an agreement in principle to settle both the class action (Lepera) and the derivative (Essenmacher) lawsuits, subject to the MDL Court approval. Individual class members have the right to object.

P-2


 

          On December 15, 2008, the parties reached an agreement in principle to settle the ERISA (Calderon) lawsuit, subject to the MDL Court approval. Individual class members have the right to object. No payments are required under the settlement; however, the parties agreed that certain limited changes to benefit plans and participants’ accounts would be made.

P-3


 

PART C
OTHER INFORMATION
Item 28. Exhibits
         
 
       
a (1)
    (a) Amended and Restated Agreement and Declaration of Trust, dated September 14, 2005. (19)
 
       
 
    (b) Amendment No. 1, dated April 10, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (18)
 
       
 
    (c) Amendment No. 2, dated May 24, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (18)
 
       
 
    (d) Amendment No. 3, dated July 5, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (18)
 
       
 
    (e) Amendment No. 4, dated May 1, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (21)
 
       
 
    (f) Amendment No. 5, dated June 19, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (21)
 
       
 
    (g) Amendment No. 6, dated July 7, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (21)
 
       
 
    (h) Amendment No. 7, effective April 30, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (24)
 
       
 
    (i) Amendment No. 8, effective June 15, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (25)
 
       
 
    (j) Amendment No. 9, effective October 14, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (25)
 
       
b (1)
    (a) Amended and Restated Bylaws, adopted effective September 14, 2005. (15)
 
       
 
    (b) Amendment, dated August 1, 2006, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005. (18)
 
       
 
    (c) Amendment No. 2, dated March 23, 2007, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005. (18)
 
       
 
    (d) Amendment No. 3, dated January 1, 2008, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005. (19)
 
       
 
    (e) Amendment No. 4, dated April 30, 2010, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005. (25)
 
       
c
    Articles II, VI, VII, VIII and IX of the Amended and Restated Agreement and Declaration of Trust, as amended, and Articles IV, V and VI of the Amended and Restated Bylaws as amended, both as previously filed, define rights of holders of shares.

C-1


 

         
d (1)
    (a) Master Investment Advisory Agreement, dated June 1, 2000, between the Registrant and A I M Advisors, Inc. (3)
 
       
 
    (b) Amendment No. 1, dated August 30, 2000, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. (4)
 
       
 
    (c) Amendment No. 2, dated December 27, 2000, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. (5)
 
       
 
    (d) Amendment No. 3, dated September 28, 2001, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. (6)
 
       
 
    (e) Amendment No. 4, dated December 27, 2001, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. (8)
 
       
 
    (f) Amendment No. 5, dated July 1, 2002, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. (10)
 
       
 
    (g) Amendment No. 6, dated April 30, 2003, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. (11)
 
       
 
    (h) Amendment No. 7, dated November 24, 2003, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. (12)
 
       
 
    (i) Amendment No. 8, dated December 30, 2004, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. (13)
 
       
 
    (j) Amendment No. 9, dated July 18, 2005, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. (14)
 
       
 
    (k) Amendment No. 10, dated April 10, 2006, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. (17)
 
       
 
    (l) Amendment No. 11, dated July 1, 2007, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and A I M Advisors, Inc. (19)
 
       
 
    (m) Amendment No. 12, dated July 24, 2008, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and Invesco Aim Advisors, Inc. (21)
 
       
 
    (n) Amendment No. 13, dated January 1, 2010, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and Invesco Advisers, Inc. (23)
 
       
 
    (o) Amendment No. 14, dated April 30, 2010, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and Invesco Advisers, Inc. (25)
 
       
(2)
    (a) Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.),

C-2


 

         
 
      Inc., Invesco Senior Secured Management, Inc. and AIM Funds Management Inc. (21)
 
       
 
    (b) Amendment No. 1, dated July 24, 2008 to the Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Aim Advisors, Inc., on behalf of Registrant, and each of AIM Funds Management Inc., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc. and Invesco Senior Secured Management, Inc. (23)
 
       
 
    (c) Amendment dated January 1, 2010 to the Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisors, Inc., on behalf of Registrant and each of Invesco Trimark Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (24)
 
       
 
    (d) Amendment No. 3 dated April 30, 2010 to the Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisors, Inc., on behalf of Registrant and each of Invesco Trimark Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (25)
 
       
e (1)
    (a) First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. (18)
 
       
 
    (b) Amendment No. 1, dated December 8, 2006, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. (18)
 
       
 
    (c) Amendment No. 2, dated January 31, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. (18)
 
       
 
    (d) Amendment No. 3, dated February 28, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. (18)
 
       
 
    (e) Amendment No. 4, dated March 9, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. (18)
 
       
 
    (f) Amendment No. 5, dated April 23, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. (19)
 
       
 
    (g) Amendment No. 6, dated September 28, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. (19)

C-3


 

         
 
    (h) Amendment No. 7, dated December 20, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. (19)
 
       
 
    (i) Amendment No. 8, dated April 28, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (21)
 
       
 
    (j) Amendment No. 9, dated April 30, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (21)
 
       
 
    (k) Amendment No. 10, dated May 1, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (21)
 
       
 
    (l) Amendment No. 11, dated July 24, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (21)
 
       
 
    (m) Amendment No. 12, dated October 3, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (22)
 
       
 
    (n) Amendment No. 13, dated May 29, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (23)
 
       
 
    (o) Amendment No. 14, dated June 2, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (23)
 
       
 
    (p) Amendment No. 15, dated July 14, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (23)
 
       
 
    (q) Amendment No. 16, dated September 25, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (23)
 
       
 
    (r) Amendment No. 17, dated November 4, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (23)

C-4


 

         
 
    (s) Amendment No. 18, dated February 1, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (24)
 
       
 
    (t) Amendment No. 19, dated February 12, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (24)
 
       
 
    (u) Amendment No. 20, dated February 12, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. (24)
 
       
 
    (v) Amendment No. 21, dated April 30, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Distributors, Inc. (25)
 
       
 
    (w) Amendment No. 22, dated June 14, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Distributors, Inc. (25)
 
       
(2)
    (a) First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) and A I M Distributors, Inc. (18)
 
       
 
    (b) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) and A I M Distributors, Inc. (18)
 
       
 
    (c) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) and A I M Distributors, Inc. (18)
 
       
 
    (d) Amendment No. 3, dated March 9, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) and A I M Distributors, Inc. (18)
 
       
 
    (e) Amendment No. 4, dated April 23, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) and A I M Distributors, Inc. (19)
 
       
 
    (f) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) and Invesco Aim Distributors, Inc. (21)

C-5


 

         
 
    (g) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) and Invesco Aim Distributors, Inc. (21)
 
       
 
    (h) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) and Invesco Aim Distributors, Inc. (21)
 
       
 
    (i) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) and Invesco Aim Distributors, Inc. (23)
 
       
 
    (j) Amendment No. 9 dated June 2, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) and Invesco Aim Distributors, Inc. (23)
 
       
 
    (k) Amendment No. 10, dated November 4, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares) and Invesco Aim Distributors, Inc. (23)
 
       
 
    (l) Amendment No. 11, dated February 12, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares and Class B5 shares) and Invesco Aim Distributors, Inc. (24)
 
       
 
    (m) Amendment No. 12, dated February 12, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares and B5 shares) and Invesco Aim Distributors, Inc. (24)
 
       
 
    (n) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares and B5 shares) and Invesco Distributors, Inc. (25)
 
       
(3)
    Form of Selected Dealer Agreement between Invesco Aim Distributors, Inc. and selected dealers. (22)
 
       
(4)
    Form of Bank Selling Group Agreement between Invesco Aim Distributors, Inc. and banks. (22)
 
       
f (1)
    Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as amended and restated January 1, 2008. (22)
 
       
(2)
    Form of AIM Funds Trustee Deferred Compensation Agreement, as amended January 1, 2008. (22)
 
       
g (1)
    Amended and Restated Master Custodian Contract, dated June 1, 2010, between the Registrant and State Street Bank and Trust Company. (25)
 
       
(2)
    Subcustodian Agreement, dated January 20, 1993, between State Street Bank and

C-6


 

         
 
      Trust Company and The Bank of New York. (10)
 
       
(3)
    Foreign Assets Delegation Agreement, dated November 6, 2006, between A I M Advisors, Inc. and Registrant. (19)
 
       
h (1)
    Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (25)
 
       
(2)
    Shareholder Sub-Accounting Services Agreement, dated as of October 1, 1993, between the Registrant and PFPC, Inc., Financial Data Services, Inc. and Merrill, Lynch, Pierce, Fenner & Smith Incorporated. (1)
 
       
(3)
    (a) Second Amended and Restated Master Administrative Service Agreement dated July 1, 2006, between Registrant and A I M Advisors, Inc. (18)
 
       
 
      (b) Amendment No. 1, dated July 24, 2008, to the Second Amended and Restated Master Administrative Service Agreement dated July 1, 2006, between Registrant and A I M Advisers, Inc. (23)
 
       
 
      (c) Amendment No. 2, dated January 1, 2010, to the Second Amended and Restated Master Administrative Service Agreement dated July 1, 2006, between Registrant and Invesco Aim Advisors, Inc. (23)
 
       
(4)
    Sixth Amended and Restated Memorandum of Agreement regarding securities lending, dated July 1, 2010, between Registrant and Invesco Advisers, Inc. with respect to all Funds. (25)
 
       
(5)
    Memorandum of Agreement, regarding advisory fee waivers, dated July 1, 2010, between Registrant, and Invesco Advisers, Inc. (25)
 
       
(6)
    Memorandum of Agreement, regarding expense limitations, dated July 1, 2010, between Registrant, and Invesco Advisers, Inc. (25)
 
       
(7)
    Third Amended and Restated Interfund Loan Agreement, dated December 30, 2005, between Registrant and A I M Advisors, Inc. (18)
 
       
(8)
    Expense Reimbursement Agreement Related to DST Transfer Agent System Conversion, dated June 30, 2003. (12)
 
       
i
    Legal Opinion — None.
 
       
j (1)
    Consent of Stradley Ronon Stevens & Young, LLP (25)
 
       
k
    Omitted Financial Statements — Not Applicable.
 
       
l (1)
    Initial Capitalization Agreement dated August 30, 2000 for AIM European Small Company Fund, AIM International Emerging Growth Fund, AIM New Technology Fund, AIM Small Cap Equity Fund and AIM Value II Fund. (4)
 
       
(2)
    Initial Capitalization Agreement dated December 27, 2000 for AIM Worldwide Spectrum Fund now known as AIM Global Value Fund. (5)

C-7


 

         
(3)
    Initial Capitalization Agreement dated September 27, 2001 for AIM Basic Balanced Fund. (6)
 
       
(4)
    Initial Capitalization Agreement dated December 27, 2001 for AIM Mid Cap Basic Value Fund. (8)
 
       
(5)
    Initial Capitalization Agreement dated July 24, 2002 for AIM Premier Equity Fund. (13)
 
       
(6)
      Initial Capitalization Agreement, dated October 2, 2008, for Class Y shares of AIM Basic Balanced Fund, AIM European Small Company Fund, AIM Global Core Equity Fund, AIM International Small Company Fund, AIM Mid Cap Basic Value Fund, AIM Select Equity Fund and AIM Small Cap Equity Fund. ( 23 )
 
       
m (1)
    (a) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (18)
 
       
 
    (b) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (18)
 
       
 
    (c) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (18)
 
       
 
    (d) Amendment No. 3, dated March 9, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (18)
 
       
 
    (e) Amendment No. 4, dated April 23, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (19)
 
       
 
    (f) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (21)
 
       
 
    (g) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (21)
 
       
 
    (h) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (21)
 
       
 
    (i) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (23)
 
       
 
    (j) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (23)
 
       
 
    (k) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (23)

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    (l) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (23)
 
       
 
    (m) Amendment No. 12, dated February 1, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (24)
 
       
 
    (n) Amendment No. 13, dated February 12, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). (24)
 
       
 
    (o) Amendment No. 14, dated April 30, 2010, to the First Restated Master Distribution Plan (Class A shares). (25)
 
       
 
    (p) Amendment No. 15, dated May 4, 2010, to the First Restated Master Distribution Plan (Class A shares). (25)
 
       
 
    (q) Amendment No. 16, dated June 14, 2010 to the First Restated Master Distribution Plan (Class A shares). (25)
 
       
(2)
    (a) First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (18)
 
       
 
    (b) Amendment 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (18)
 
       
 
    (c) Amendment 2, dated February 28, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (18)
 
       
 
    (d) Amendment 3, dated March 9, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (18)
 
       
 
    (e) Amendment No. 4, dated April 23, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (19)
 
       
 
    (f) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (21)
 
       
 
    (g) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (21)
 
       
 
    (h) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (21)
 
       
 
    (i) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (23)

C-9


 

         
 
    (j) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (23)
 
       
 
    (k) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (23)
 
       
 
    (l) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (24)
 
       
 
    (m) Amendment No. 12, dated February 12, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (24)
 
       
 
    (n) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (25)
 
       
 
    (o) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (25)
 
       
 
    (p) Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (25)
 
       
(3)
    (a) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (18)
 
       
 
    (b) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (18)
 
       
 
    (c) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (18)
 
       
 
    (d) Amendment No. 3, dated March 9, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (18)
 
       
 
    (e) Amendment No. 4, dated April 23, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (19)
 
       
 
    (f) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (21)
 
       
 
    (g) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (21)
 
       
 
    (h) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (21)

C-10


 

         
 
      (i) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (23)
 
       
 
      (j) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (23)
 
       
 
      (k) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (23)
 
       
 
      (l) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (24)
 
       
 
      (m) Amendment No. 12, dated February 12, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (24)
 
       
 
      (n) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (25)
 
       
 
      (o) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (25)
 
       
 
      (p) Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (25)
 
       
(4)
    (a) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares). (18)
 
       
 
    (b) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares). (18)
 
       
 
    (c) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares). (18)
 
       
 
    (d) Amendment No. 3, dated April 30, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares). (21)
 
       
 
      (e) Amendment No. 4, dated May 29, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares). (23)
 
       
 
      (f) Amendment No. 5, dated June 2, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares). (23)

C-11


 

         
 
      (g) Amendment No. 6, dated July 1, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares). (23)
 
       
 
      (h) Amendment No. 7, dated November 4, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares). (24)
 
       
 
      (i) Amendment No. 8, dated April 30, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares). (25)
 
       
 
      (j) Amendment No. 9, dated June 14, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares). (25)
 
       
(5)
    (a) First Restated Master Distribution Plan (Reimbursement) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares). (18)
 
       
 
    (b) Amendment No. 1 dated April 30, 2008, to the First Restated Master Distribution Plan (Reimbursement) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares). (21)
 
       
 
      (c) Amendment No. 2 dated April 30, 2010, to the First Restated Master Distribution Plan (Reimbursement) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares). (25)
 
       
(6)
    Master Related Agreement to First Restated Master Distribution Plan (Class A shares), effective May 1, 2008. (21)
 
       
(7)
    Master Related Agreement to First Restated Master Distribution Plan (Class C shares) effective May 1, 2008. (21)
 
       
(8)
    Master Related Agreement to First Restated Master Distribution Plan (Class R shares), effective April 30, 2008. (21)
 
       
(9)
    Master Related Agreement to First Restated Master Distribution Plan (Reimbursement) (Investor Class shares), effective April 30, 2008. (21)
 
       
n (1)
    Fifteenth Amendment and Restated Multiple Class Plan of The AIM Family of Funds ® effective December 12, 2001, as amended and restated effective October 3, 2008. (23)
 
       
(2)
      Sixteenth Amendment and Restated Multiple Class Plan of The AIM Family of Funds ® effective December 12, 2001, as amended and restated effective February 1, 2010. (23)
 
       
(3)
      Seventeenth Amended and Restated Multiple Class Plan of The AIM Family of Funds ® effective December 12, 2001, as amended and restated effective February 12, 2010. (24)
 
       
(4)
      Eighteenth Amended and Restated Multiple Class Plan of The AIM Family of Funds ® effective December 12, 2001, as amended and restated effective April 1, 2010. (24)

C-12


 

         
o
    Reserved
 
       
p (1)
    Invesco Advisers, Inc. Code of Ethics, adopted January 1, 2010, relating to Invesco Advisers, Inc. and any of its subsidiaries. (23)
 
       
(2)
    Invesco Perpetual Policy on Corporate Governance, updated February 2008, relating to Invesco Asset Management Limited. (23)
 
       
(3)
    Invesco Asset Management (Japan) Limited Code of Ethics on behalf of AIM Japan Fund. (19)
 
       
(4)
    Invesco Staff Ethics and Personal Share Dealing, dated September 2008, relating to Invesco Hong Kong Limited. (23)
 
       
(5)
    Invesco Ltd. Code of Conduct, revised September 2009, Invesco Trimark Ltd., Policy No. D-6 Gifts and Entertainment, revised March 2008, and Policy No. D-7 AIM Trimark Personal Trading Policy, revised February 2008, together the Code of Ethics relating to Invesco Trimark Ltd. (23)
 
       
(6)
    Code of Ethics dated May 1, 2008, relating to Invesco Continental Europe Invesco Asset Management Deutschland (GmbH). (22)
 
       
(7)
    Invesco Ltd. Code of Conduct, revised September 2009, relating to Invesco Australia Limited. (23)
 
       
q (1)
    Powers of Attorney for Baker, Bayley, Bunch, Crockett, Dowden, Fields, Flanagan, Mathai-Davis, Pennock, Soll, Stickel and Taylor. (23)
 
       
(2)
      Power of Attorney for Mr. Frishling. (23)
 
       
(3)
      Power of Attorney for Arch, Dammeyer, Sonnenschein and Whalen. (25)
 
(1)   Incorporated by reference to PEA No. 71, filed on April 26, 1996.
 
(2)   Incorporated by reference to PEA No. 77, filed on March 9, 2000.
 
(3)   Incorporated by reference to PEA No. 80, filed on June 15, 2000.
 
(4)   Incorporated by reference to PEA No. 81, filed on September 29, 2000.
 
(5)   Incorporated by reference to PEA No. 84, filed on April 27, 2001.
 
(6)   Incorporated by reference to PEA No. 86, filed on October 12, 2001.
 
(7)   Incorporated by reference to PEA No. 87, filed on January 2, 2002.
 
(8)   Incorporated by reference to PEA No. 89, filed on April 26, 2002.
 
(9)   Incorporated by reference to PEA No. 90, filed on May 22, 2002.
 
(10)   Incorporated by reference to PEA No. 91, filed on November 7, 2002.
 
(11)   Incorporated by reference to PEA No. 93, filed on April 25, 2003.
 
(12)   Incorporated by reference to PEA No. 95, filed on April 26, 2004.
 
(13)   Incorporated by reference to PEA No. 96, filed on February 25, 2005.
 
(14)   Incorporated by reference to PEA No. 98, filed on August 24, 2005.
 
(15)   Incorporated by reference to PEA No. 99, filed on October 25, 2005.
 
(16)   Incorporated by reference to PEA No. 100, filed on February 17, 2006.
 
(17)   Incorporated by reference to PEA No. 101, filed on April 19, 2006.
 
(18)   Incorporated by reference to PEA No. 102, filed on April 26, 2007.
 
(19)   Incorporated by reference to PEA No. 103, filed on February 11, 2008.
 
(20)   Incorporated by reference to PEA No. 104, filed on April 28, 2008.
 
(21)   Incorporated by reference to PEA No. 105, filed on September 23, 2008.
 
(22)   Incorporated by reference to PEA No. 106, filed on April 28, 2009.
 
(23)   Incorporated by reference to PEA No. 107, filed on February 11, 2010.
 
(24)   Incorporated by reference to PEA No. 108, filed on April 27, 2010.
 
(25)   Filed herewith electronically.
Item 29. Persons Controlled by or Under Common Control With the Fund

C-13


 

    None.
Item 30. Indemnification
    Indemnification provisions for officers, trustees, and employees of the Registrant are set forth in Article VIII of the Registrant’s Amended and Restated Agreement and Declaration of Trust and Article VIII of its Amended and Restated Bylaws, and are hereby incorporated by reference. See Item 23(a) and (b) above. Under the Amended and Restated Agreement and Declaration of Trust effective as of September 14, 2005, as amended (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust act, the Registrant’s Bylaws and other applicable law; (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class).
 
    The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors and Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers with limits up to $60,000,000 (plus an additional $20,000,000 limit that applies to independent directors/trustees only).
 
    Section 16 of the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc. (INVESCO) provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Invesco or any of its officers, directors or employees, that Invesco shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of Invesco to any series of the Registrant shall not automatically impart liability on the part of Invesco to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant.
 
    Section 9 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Sub-Advisory Contract ) between Invesco , on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and AIM Funds Management, Inc. (now known as Invesco Trimark Ltd.) (each a Sub-Adviser, collectively the Sub-Advisers) provides that the Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by any series of the Registrant or the Registrant in connection with the matters to which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Advisor in the performance by the Sub-Adviser of its duties or from reckless disregard by the Sub-Adviser of its obligations and duties under the Sub-Advisory Contract.

C-14


 

    Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Act) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in connection with the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the shares being registered hereby, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of Investment Adviser
    The only employment of a substantial nature of the Advisers’ directors and officers is with the Advisers and its affiliated companies. For information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (each a Sub-Adviser, collectively the Sub-Advisers) reference is made to Form ADV filed under the Investment Advisers Act of 1940 by each Sub-Adviser herein incorporated by reference. Reference is also made to the caption “Fund Management—The Adviser” in the Prospectus which comprises Part A of the Registration Statement, and to the caption “Investment Advisory and Other Services” of the Statement of Additional Information which comprises Part B of the Registration Statement, and to Item 27(b) of this Part C.
Item 32. Principal Underwriters
(a)   Invesco Distributors, Inc., the Registrant’s principal underwriter, also acts as a principal underwriter to the following investment companies:
 
    AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM Growth Series (Invesco Growth Series)
AIM International Mutual Funds (Invesco International Mutual Funds)
AIM Investment Funds (Invesco Investment Funds)
AIM Investment Securities Funds (Invesco Investment Securities Funds)
AIM Sector Funds (Invesco Sector Funds)
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
PowerShares Exchange-Traded Fund Trust
PowerShares Exchange-Traded Fund Trust II
PowerShares Actively Managed Exchange-Traded Fund Trust
PowerShares India Exchange-Traded Fund Trust
Short-Term Investments Trust
 
(b)   The following table sets forth information with respect to each director, officer or partner of Invesco Distributors, Inc.

C-15


 

         
Name and Principal   Position and Offices with   Positions and Offices
Business Address*   Underwriter   with Registrant
 
       
Robert Brooks
  Director   None
 
       
John S. Cooper
  Director & President   None
 
       
William Hoppe, Jr.
  Director & Executive Vice President   None
 
       
Karen Dunn Kelley
  Executive Vice President   Vice President
 
       
Brian Lee
  Executive Vice President   None
 
       
Ben Utt
  Executive Vice President   None
 
       
LuAnn S. Katz
  Senior Vice President   None
 
       
Ivy B. McLemore
  Senior Vice President   None
 
       
Lyman Missimer III
  Senior Vice President   Assistant Vice President
 
       
David J. Nardecchia
  Senior Vice President   None
 
       
Margaret A. Vinson
  Senior Vice President   None
 
       
Gary K. Wendler
  Senior Vice President   None
 
       
John M. Zerr
  Senior Vice President & Secretary   Senior Vice President, Secretary & Chief Legal Officer
 
       
David A. Hartley
  Treasurer & Chief Financial Officer   None
 
       
Lisa O. Brinkley
  Chief Compliance Officer   Vice President
 
       
Lance A. Rejsek
  Anti-Money Laundering Compliance Officer   Anti-Money Laundering Compliance Officer
 
*   11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173
(c)   None.

C-16


 

Item 33. Location of Accounts and Records
    Invesco Advisers, Inc. 1555 Peachtree Street, N.E., Atlanta, GA 30309, maintains physical possession of each such account, book or other document of the Registrant at its principal executive offices, except for those relating to certain transactions in portfolio securities that are maintained by the Registrant’s Custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, and the Registrant’s Transfer Agent and Dividend Paying Agent, Invesco Investment Services, Inc., P. O. Box 4739, Houston, Texas 77210-4739.
 
    Records may also be maintained at the offices of:
    Invesco Asset Management Deutschland GmbH
An der Welle 5, 1st Floor
Frankfurt, Germany 60322
 
    Invesco Asset Management Ltd.
30 Finsbury Square
London, United Kingdom
EC2A 1AG
 
    Invesco Asset Management (Japan) Limited
25 th Floor, Shiroyama Trust Tower
3-1, Toranoman 4-chome, Minato-Ku
Tokyo, Japan 105-6025
 
    Invesco Australia Limited
333 Collins Street, Level 26
Melbourne Vic 3000, Australia
 
    Invesco Hong Kong Limited
32 nd Floor
Three Pacific Place
1 Queen’s Road East
Hong Kong
 
    Invesco Senior Secured Management, Inc.
1166 Avenue of the Americas
New York, NY 10036
 
    Invesco Trimark Ltd.
5140 Yonge Street
Suite 900
Toronto, Ontario
Canada M2N 6X7
Item 34. Management Services
    None.
Item 35. Undertakings
    Not applicable.

C-17


 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on the 21 st of October, 2010
         
  Registrant:     AIM FUNDS GROUP (INVESCO FUNDS
GROUP)

 
 
  By:  /s/ Philip A. Taylor    
    Philip A. Taylor, President   
       
 
     Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
         
SIGNATURES   TITLE   DATE
 
       
/s/ Philip A. Taylor
 
(Philip A. Taylor)
  Trustee & President 
(Principal Executive Officer)
  October 21, 2010
 
       
/s/ David C. Arch**
 
(David C. Arch)
  Trustee    October 21, 2010
 
       
/s/ Bob R. Baker*
 
(Bob R. Baker)
  Trustee    October 21, 2010
 
       
/s/ Frank S. Bayley*
 
(Frank S. Bayley)
  Trustee    October 21, 2010
 
       
/s/ James T. Bunch*
 
(James T. Bunch)
  Trustee    October 21, 2010
 
       
/s/ Bruce L. Crockett*
 
(Bruce L. Crockett)
  Chair & Trustee    October 21, 2010
 
       
/s/ Rod Dammeyer**
 
(Rod Dammeyer)
  Trustee    October 21, 2010
 
       
/s/ Albert R. Dowden*
 
(Albert R. Dowden)
  Trustee    October 21, 2010
 
       
/s/ Martin L. Flanagan*
 
(Martin L. Flanagan)
  Trustee    October 21, 2010
 
       
/s/ Jack M. Fields*
 
(Jack M. Fields)
  Trustee    October 21, 2010
 
       
/s/ Carl Frischling*
 
(Carl Frischling)
  Trustee    October 21, 2010
 
       
/s/ Prema Mathai-Davis*
 
(Prema Mathai-Davis)
  Trustee    October 21, 2010
 
       
/s/ Lewis F. Pennock*
 
(Lewis F. Pennock)
  Trustee    October 21, 2010

 


 

         
SIGNATURES   TITLE   DATE
 
       
/s/ Larry Soll*
 
(Larry Soll)
  Trustee    October 21, 2010
 
       
/s/ Hugo F. Sonnenschein**
 
(Hugo F. Sonnenschein)
  Trustee    October 21, 2010
 
       
/s/ Raymond Stickel, Jr.*
 
(Raymond Stickel, Jr.)
  Trustee    October 21, 2010
 
       
/s/ Wayne W. Whalen**
 
(Wayne W. Whalen)
  Trustee    October 21, 2010
 
       
/s/ Sheri Morris
 
(Sheri Morris)
  Vice President & Treasurer
(Principal Financial and 
Accounting Officer)
  October 21, 2010
         
*By   /s/ Philip A. Taylor      
  Philip A. Taylor     
  Attorney-in-Fact     
 
 
*   Philip A. Taylor, pursuant to powers of attorney filed in Registrant’s Post-Effective Amendment No. 107 on February 11, 2010.
 
**   Philip A. Taylor, pursuant to powers of attorney dated October 21, 2010, filed herewith.

 


 

INDEX
     
Exhibit    
Number    
 
   
a(1)(i)
  Amendment No. 8, effective June 15, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005
 
   
a(1)(j)
  Amendment No. 9, effective October 14, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005
 
   
b(1)(e)
  Amendment No. 4, dated April 30, 2010, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005
 
   
d(1)(o)
  Amendment No. 14, dated April 30, 2010, to the Master Investment Advisory Agreement, dated June 1, 2000, between Registrant and Invesco Advisers, Inc.
 
   
d(2)(d)
  Amendment No. 3 dated April 30, 2010 to the Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisors, Inc., on behalf of Registrant and each of Invesco Trimark Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc.
 
   
e(1)(v)
  Amendment No. 21, dated April 30, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Distributors, Inc
 
   
e(1)(w)
  Amendment No. 22, dated June 14, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Distributors, Inc.
 
   
e(2)(n)
  Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (Class B shares and B5 shares) and Invesco Distributors, Inc.
 
   
g(1)
  Amended and Restated Master Custodian Contract, dated June 1, 2010, between the Registrant and State Street Bank and Trust Company
 
   
h(1)
  Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc.
 
   
h(4)
  Sixth Amended and Restated Memorandum of Agreement regarding securities lending, dated July 1, 2010, between Registrant and Invesco Advisers, Inc. with respect to all Funds
 
   
h(5)
  Memorandum of Agreement, regarding advisory fee waivers, dated July 1, 2010, between Registrant, and Invesco Advisers, Inc.

C-18


 

     
Exhibit    
Number    
 
   
h(6)
  Memorandum of Agreement, regarding expense limitations, dated July 1, 2010, between Registrant, and Invesco Advisers, Inc.
 
   
j(1)
  Consent of Stradley Ronon Stevens & Young, LLP
 
   
m(1)(o)
  Amendment No. 14, dated April 30, 2010, to the First Restated Master Distribution Plan (Class A shares)
 
   
m(1)(p)
  Amendment No. 15, dated May 4, 2010, to the First Restated Master Distribution Plan (Class A shares)
 
   
m(1)(q)
  Amendment No. 16, dated June 14, 2010 to the First Restated Master Distribution Plan (Class A shares)
 
   
m(2)(n)
  Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature)
 
   
m(2)(o)
  Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature)
 
   
m(2)(p)
  Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature)
 
   
m(3)(n)
  Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares)
 
   
m(3)(o)
  Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares)
 
   
m(3)(p)
  Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares)
 
   
m(4)(i)
  Amendment No. 8, dated April 30, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares)
 
   
m(4)(j)
  Amendment No. 9, dated June 14, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares)
 
   
m(5)(c)
  Amendment No. 2 dated April 30, 2010, to the First Restated Master Distribution Plan (Reimbursement) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares)
 
   
q(3)
  Power of Attorney for Arch, Dammeyer, Sonnenschein and Whalen

C-19

AMENDMENT NO. 8
TO AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
          This Amendment No. 8 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM Funds Group (Invesco Funds Group) (the “Trust”) amends, effective June 15, 2010, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).
          Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.
          WHEREAS, the Trustees of the Trust approved this amendment and a vote of the Shareholders is not required for this amendment;
          NOW, THEREFORE, the Agreement is hereby amended as follows:
     1. The following sections are hereby amended to correct scrivener’s errors regarding par value:
  a.   Section 1.2(x) is amended to read as follows:
 
    (x) “Shares” means, as to a Portfolio or any Class thereof, the equal proportionate transferable units of beneficial interest into which the beneficial interest of such Portfolio or such Class thereof shall be divided and may include fractions of Shares in 1/100 th of a Share or integral multiples thereof a well as whole Shares;
 
  b.   Section 2.1 is amended to read as follows:
 
      Section 2.1 Shares of Beneficial Interest . The Trust is authorized (A) to issue one or more series of beneficial interests within the meaning of Section 3804(a) of the Delaware Act, which shall constitute the Trust’s Portfolio(s), and (B) to divide the shares of any Portfolio into one or more separate and distinct Classes. The beneficial interests of the Trust shall be divided into an unlimited number of Shares, with par value of $0.01 per Share. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.
 
  c.   Section 2.2 is amended to restate the last sentence thereof to read as follows:
 
      Contributions to the Trust may be accepted for, and Shares shall be redeemed as, whole Shares and/or 1/100 th of a Share or integral multiples thereof.
 
  d.   Section 2.5(g) is amended to read as follows:
 
      The Trust may issue Shares in fractional denominations of 1/100 th of a Share or integral multiples thereof to the same extent as its whole Shares, and Shares in fractional denominations shall be Shares having proportionately to the respective fractions represented thereby all the rights of whole Shares of the same Portfolio (or Class), including without limitation, the right to vote, the right to receive dividends and distributions and the right to participate upon termination of the

 


 

      Trust or any Portfolio, but excluding the right to receive a certificate representing fractional Shares.
     2. Section 2.6 of the Agreement is amended to add new section 2.6(d) to read as follows:
  (d)   Notwithstanding any other provision of this Section 2.6, Class B Shares shall not convert to Class A Shares, if at the time of conversion Class A Shares into which the Class B Shares would convert pay a higher fee under Rule 12b-1 (“12b-1 Fee”), and such right of conversion shall be suspended until such time as the Class A Shares pay a 12b-1 Fee that is equal to or lower than the 12b-1 Fee of suspended Class B Shares (all such suspended Class B Shares including Class B Shares purchased through the reinvestment of dividends and distributions that would otherwise have converted, “Suspended Class B Shares”). A comparison of 12b-1 Fees of Class A Shares and Class B Shares shall be made periodically. If at any time the 12b-1 Fees payable on Class A Shares into which Suspended Class B Shares would convert is equal to or lower than the 12b-1 Fees payable on the Suspended Class B Shares, all Suspended Class B Shares will automatically convert to Class A Shares on or about the end of the month in which such determination is made. Once it is determined that Suspended Class B Shares are eligible for conversion, such conversion shall occur even if thereafter Class A Shares again have a higher 12b-1 Fee.
     3. Section 3.2 is amended to read as follows:
          Section 3.2 Trustees . The number of Trustees shall be such number as shall be fixed from time to time by a majority of the Trustees; provided, however, that the number of Trustees shall in no event be less than two (2) nor more than seventeen (17). The Trustees as of the date hereof are those first identified above.
     4. Section 3.3 is amended to read as follows:
          Section 3.3 Terms of Office Trustees . The Trustees shall hold office during the lifetime of this Trust, and until its termination as herein provided; except that (A) any Trustee may resign his trusteeship or may retire by written instrument signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein; (B) any Trustee may be removed at any time by written instrument signed by at least two-thirds of the number of Trustees prior to such removal, specifying the date when such removal shall become effective; provided that from June 15, 2010 through June 30, 2013, such instrument shall be signed by at least eighty percent (80%) of the number of Trustees prior to such removal; (C) any Trustee who has died, become physically or mentally incapacitated by reason of disease or otherwise, or is otherwise unable to serve, may be retired by written instrument signed by a majority of the other Trustees, specifying the date of his retirement; (D) a Trustee may be removed at any meeting of the Shareholders by a vote of the Shareholders owning at least two-thirds of the Outstanding Shares; and (E) a Trustee shall be retired in accordance with the terms of any retirement policy adopted by the Trustees and in effect from time to time.
     5. All capitalized terms are used herein as defined in the Agreement unless otherwise defined herein. All references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.
     6. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

 


 

     IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of June 15, 2010.
         
     
  By:   /s/ John M. Zerr    
    Name:   John M. Zerr   
    Title:   Senior Vice President   
 

 

AMENDMENT NO. 9
TO AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
          This Amendment No. 9 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of AIM Funds Group (Invesco Funds Group) (the “Trust”) amends, effective October 14, 2010, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).
          Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.
          WHEREAS, the Trust desires to amend the Agreement to reflect the addition of Class R Shares to Invesco Global Core Equity Fund;
          NOW, THEREFORE, the Agreement is hereby amended as follows:
     1. Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth on Exhibit 1 to this Amendment.
     2. All references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.
     3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.
     IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of October 14, 2010.
         
     
  By:   /s/ John M. Zerr    
    Name:   John M. Zerr   
    Title:   Senior Vice President   

 


 

         
EXHIBIT 1
“SCHEDULE A
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
PORTFOLIOS AND CLASSES THEREOF
     
PORTFOLIO   CLASSES OF EACH PORTFOLIO
 
   
Invesco Basic Balanced Fund
  Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class Y Shares
Institutional Class Shares
Investor Class Shares
 
   
Invesco European Small Company Fund
  Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Institutional Class Shares
 
   
Invesco Global Core Equity Fund
  Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class Y Shares
Institutional Class Shares
 
   
Invesco International Small Company Fund
  Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Institutional Class Shares
 
   
Invesco Mid Cap Basic Value Fund
  Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class Y Shares
Institutional Class Shares
 
   
Invesco Select Equity Fund
  Class A Shares
Class B Shares
Class C Shares
Class Y Shares
Institutional Class Shares
 
   
Invesco Small Cap Equity Fund
  Class A Shares
Class B Shares
Class C Shares
Class R Shares
Class Y Shares
Institutional Class Shares”

 

AMENDMENT NO. 4 TO
AMENDED AND RESTATED BYLAWS
OF AIM FUNDS GROUP
Adopted effective April 30, 2010
The Amended and Restated Bylaws of AIM Funds Group (the “Trust”), adopted effective September 14, 2005, (the “Bylaws”), are hereby amended as follows:
  1.   AIM Funds Group is now named AIM Funds Group (Invesco Funds Group).
 
  2.   All references to AIM Funds Group in the Bylaws are hereby deleted and replaced with AIM Funds Group (Invesco Funds Group).

AMENDMENT NO. 14
TO
MASTER INVESTMENT ADVISORY AGREEMENT
     This Amendment dated as of April 30, 2010, amends the Master Investment Advisory Agreement (the “Agreement”), dated June 1, 2000, between AIM Funds Group, a Delaware statutory trust, and Invesco Aim Advisers, Inc., a Delaware corporation.
WITNESSETH:
     WHEREAS, AIM Funds Group is now named AIM Funds Group (Invesco Funds Group); and
     WHEREAS, the following Funds have been renamed:
     
CURRENT NAME   NEW NAME
AIM Basic Balanced Fund
  Invesco Basic Balanced Fund
AIM European Small Company Fund
  Invesco European Small Company Fund
AIM Global Core Equity Fund
  Invesco Global Core Equity Fund
AIM International Small Company Fund
  Invesco International Small Company Fund
AIM Mid Cap Basic Value Fund
  Invesco Mid Cap Basic Value Fund
AIM Select Equity Fund
  Invesco Select Equity Fund
AIM Small Cap Equity Fund
  Invesco Small Cap Equity Fund;
     NOW, THEREFORE, the parties agree that;
  1.   All references to AIM Funds Group in the Agreement are hereby deleted and replaced with AIM Funds Group (Invesco Funds Group).
 
  2.   Appendix A and Appendix B to the Agreement are hereby deleted in their entirety and replaced with the following:
APPENDIX A
FUNDS AND EFFECTIVE DATES
     
Name of Fund   Effective Date of Advisory Agreement
Invesco Basic Balanced Fund
  September 28, 2001
Invesco European Small Company Fund
  August 30, 2000
Invesco Global Core Equity Fund
  December 27, 2000
Invesco International Small Company Fund
  August 30, 2000
Invesco Mid Cap Basic Value Fund
  December 27, 2001
Invesco Select Equity Fund
  June 1, 2000
Invesco Small Cap Equity Fund
  August 30, 2000

 


 

APPENDIX B
COMPENSATION TO THE ADVISOR
     The Trust shall pay the Advisor, out of the assets of a Fund, as full compensation for all services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by applying the following annual rates to the average daily net assets of such Fund for the calendar year computed in the manner used for the determination of the net asset value of shares of such Fund.
Invesco Basic Balanced Fund
         
Net Assets   Annual Rate
 
       
First $150 million
    0.65 %
Next $1.85 billion
    0.50 %
Next $2 billion
    0.45 %
Next $2 billion
    0.40 %
Next $2 billion
    0.375 %
Over $8 billion
    0.35 %
Invesco European Small Company Fund
Invesco International Small Company Fund
         
Net Assets   Annual Rate
 
       
First $250 million
    0.935 %
Next $250 million
    0.91 %
Next $500 million
    0.885 %
Next $1.5 billion
    0.86 %
Next $2.5 billion
    0.835 %
Next $2.5 billion
    0.81 %
Next $2.5 billion
    0.785 %
Over $10 billion
    0.76 %
Invesco Global Core Equity Fund
         
Net Assets   Annual Rate
 
       
First $250 million
    0.80 %
Next $250 million
    0.78 %
Next $500 million
    0.76 %
Next $1.5 billion
    0.74 %
Next $2.5 billion
    0.72 %
Next $2.5 billion
    0.70 %
Next $2.5 billion
    0.68 %
Over $10 billion
    0.66 %

2


 

Invesco Mid Cap Basic Value Fund
Invesco Small Cap Equity Fund
         
Net Assets   Annual Rate
 
       
First $250 million
    0.745 %
Next $250 million
    0.73 %
Next $500 million
    0.715 %
Next $1.5 billion
    0.70 %
Next $2.5 billion
    0.685 %
Next $2.5 billion
    0.67 %
Next $2.5 billion
    0.655 %
Over $10 billion
    0.64 %
Invesco Select Equity Fund
         
Net Assets   Annual Rate
 
       
First $150 million
    0.80 %
Over $150 million
    0.625 %”
2.   In all other respects, the Agreement is hereby confirmed and remains in full force and effect.
     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above.
                         
                AIM FUNDS GROUP
(INVESCO FUNDS GROUP)
 
                       
Attest:   /s/ Stephen R. Rimes       By:   /s/ John M. Zerr
                 
    Assistant Secretary           John M. Zerr
Senior Vice President
 
                       
(SEAL)
                       
                INVESCO ADVISERS, INC.
 
                       
Attest:   /s/ Stephen R. Rimes       By:   /s/ John M. Zerr
                 
    Assistant Secretary           John M. Zerr
Senior Vice President
 
                       
(SEAL)
                       

3

AMENDMENT NO. 3
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
     This Amendment dated as of April 30, 2010, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Agreement”), dated May 1, 2008, between Invesco Advisers, Inc. (the “Adviser”), on behalf of AIM Funds Group, and each of Invesco Trimark Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited, and Invesco Senior Secured Management, Inc. (each a “Sub-Adviser” and, collectively, the “Sub-Advisers”).
WITNESSETH:
     WHEREAS, AIM Funds group is now named AIM Funds Group (Invesco Funds Group); and
     WHEREAS, the following Funds have been renamed:
     
CURRENT NAME   NEW NAME
AIM Basic Balanced Fund
  Invesco Basic Balanced Fund
AIM European Small Company Fund
  Invesco European Small Company Fund
AIM Global Core Equity Fund
  Invesco Global Core Equity Fund
AIM International Small Company Fund
  Invesco International Small Company Fund
AIM Mid Cap Basic Value Fund
  Invesco Mid Cap Basic Value Fund
AIM Select Equity Fund
  Invesco Select Equity Fund
AIM Small Cap Equity Fund
  Invesco Small Cap Equity Fund;
     NOW, THEREFORE, the parties agree that;
  1.   All references to AIM Funds Group in the Contract are hereby deleted and replaced with AIM Funds Group (Invesco Funds Group).
  2.   Exhibit A to the Agreement is hereby deleted in its entirety and replaced with the following:
“EXHIBIT A
Invesco Basic Balanced Fund
Invesco European Small Company
Invesco Global Core Equity Fund
Invesco International Small Company Fund
Invesco Mid Cap Basic Value Fund
Invesco Select Equity Fund
Invesco Small Cap Equity Fund”
  2.   In all other respects, the Agreement is hereby confirmed and remains in full force and effect.

 


 

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated as of the day and year first above written.
         
  INVESCO ADVISERS, INC.

Adviser
 
 
  By:   /s/ John M. Zerr    
    Name:   John M. Zerr   
    Title:   Senior Vice President   

2


 

         
  INVESCO TRIMARK LTD.

Sub-Adviser
 
 
  By:   /s/ Eric Adelson    
    Name:   Eric Adelson   
    Title:   Senior Vice President, Legal & Secretary   
 
     
  By:   /s/ Wayne Bolton    
    Name:   Wayne Bolton   
    Title:   Vice President, Compliance & Chief Compliance Officer   

 


 

         
         
  INVESCO ASSET MANAGEMENT
DEUTSCHLAND GMBH


Sub-Adviser
 
 
  By:   /s/ Karl G. Bayer              /s/ Jens Langewand    
    Name:   Karl G. Bayer          Jens Langewand   
    Title:   Managing Directors   

2


 

         
         
  INVESCO ASSET MANAGEMENT LIMITED

Sub-Adviser
 
 
  By:   /s/ Michelle Moran    
    Name:   Michelle Moran   
    Title:   Head of Legal for UK & Ireland   

3


 

         
         
  INVESCO ASSET MANAGEMENT (JAPAN) LTD.

Sub-Adviser
 
 
  By:   /s/ Masakazu Hagegawa    
    Name:   Masakazu Hagegawa   
    Title:   Managing Director   

4


 

         
         
  INVESCO AUSTRALIA LIMITED

Sub-Adviser
 
 
  By:   /s/ Robert Abes             /s/ Ian Coltman    
    Name:   Robert Abes          Ian Coltman   
    Title:   Director Head of Legal   

5


 

         
         
  INVESCO HONG KONG LIMITED

Sub-Adviser
 
 
  By:   /s/ Anna Tong              /s/ Gracie Liu    
    Name:   Anna Tong           Gracie Liu   
    Title:   Director                Director   

6


 

         
         
  INVESCO SENIOR SECURED MANAGEMENT, INC.

Sub-Adviser
 
 
  By:   /s/ Jeffrey H. Kupor    
    Name:   Jeffrey H. Kupor   
    Title:   Secretary & General Counsel   
 

7

AMENDMENT NO. 21
TO THE
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS B5 SHARES)
     The First Restated Master Distribution Agreement (all Classes of shares except Class B and Class B5 Shares) (the “Agreement”) made as of the 18 th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B and Class B5 Shares (the “Shares”) of each Portfolio, and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended to: 1) reflect that INVESCO AIM DISTRIBUTORS, INC. is now known as INVESCO DISTRIBUTORS, INC. ; 2) reflect the name change of each of the Funds; 3) reflect the name change of the applicable Portfolios from AIM to Invesco; and 4) reflect the further name change of AIM Trimark Fund, AIM Trimark Endeavor Fund and AIM Trimark Small Companies Fund to Invesco Global Fund, Invesco Endeavor Fund and Invesco Small Companies Fund, respectively.
     Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
" SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(All Classes of Shares Except Class B and Class B5 Shares)
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
     
Invesco Core Plus Bond Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Floating Rate Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Multi-Sector Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class

 


 

     
Invesco Select Real Estate Income Fund -
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Structured Core Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Structured Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Structured Value Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Balanced Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco California Tax-Free Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Dividend Growth Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Equally-Weighted S&P 500 Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
   
Invesco Fundamental Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Large Cap Relative Value Fund –
  Class A
 
  Class C
 
  Class Y

2


 

     
Invesco New York Tax-Free Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco S&P 500 Index Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen American Franchise Fund – Class A
   
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Core Equity Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
   
Invesco Van Kampen Equity and Income Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Equity Premium Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Growth and Income Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Money Market Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Pennsylvania Tax Free Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Small Cap Growth Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Tax Free Money Fund –
  Class A

3


 

AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
     
Invesco Capital Development Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Charter Fund –
  Class A
 
  Class C
 
  Class R
 
  Class S
 
  Class Y
 
  Institutional Class
 
   
Invesco Constellation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Disciplined Equity Fund –
  Class Y
 
   
Invesco Diversified Dividend Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Large Cap Basic Value Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Large Cap Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Summit Fund –
  Class A
 
  Class C
 
  Class P
 
  Class S
 
  Class Y
 
  Institutional Class

4


 

AIM FUNDS GROUP (INVESCO FUNDS GROUP)
     
Invesco Basic Balanced Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco European Small Company Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Global Core Equity Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco International Small Company Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Mid Cap Basic Value Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Select Equity Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Small Cap Equity Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
     
Invesco Balanced-Risk Retirement Now Fund–
  Class A
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class R5
 
  Class Y
 
  Institutional Class

5


 

     
Invesco Balanced-Risk Retirement 2010 Fund–
  Class A
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class R5
 
  Class Y
 
  Institutional Class
 
   
Invesco Balanced-Risk Retirement 2020 Fund–
  Class A
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class R5
 
  Class Y
 
  Institutional Class
 
   
Invesco Balanced-Risk Retirement 2030 Fund–
  Class A
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class R5
 
  Class Y
 
  Institutional Class
 
   
Invesco Balanced-Risk Retirement 2040 Fund–
  Class A
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class R5
 
  Class Y
 
  Institutional Class
 
   
Invesco Balanced-Risk Retirement 2050 Fund–
  Class A
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class R5
 
  Class Y
 
  Institutional Class
 
   
Invesco Basic Value Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

6


 

     
Invesco Conservative Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class S
 
  Class Y
 
  Institutional Class
 
   
Invesco Global Equity Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Growth Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class S
 
  Class Y
 
  Institutional Class
 
   
Invesco Income Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco International Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Mid Cap Core Equity Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Moderate Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class S
 
  Class Y
 
  Institutional Class
 
   
Invesco Moderate Growth Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

7


 

     
Invesco Moderately Conservative Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Small Cap Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Convertible Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Asset Allocation Conservative Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Asset Allocation Growth Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Asset Allocation Moderate Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Harbor Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Leaders Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Real Estate Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class

8


 

     
Invesco Van Kampen U.S. Mortgage Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
     
Invesco Asia Pacific Growth Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco European Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Investor Class
 
   
Invesco Global Growth Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Global Small & Mid Cap Growth Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco International Core Equity Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
Invesco International Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
     
Invesco Balanced-Risk Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

9


 

     
Invesco China Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Developing Markets Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Global Health Care Fund –
  Class A
 
  Class C
 
  Class Y
 
  Investor Class
 
   
Invesco International Total Return Fund -
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Japan Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco LIBOR Alpha Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Endeavor Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Global Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Small Companies Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

10


 

     
Invesco Alternative Opportunities Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Commodities Strategy Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco FX Alpha Plus Strategy Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco FX Alpha Strategy Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Global Advantage Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Global Dividend Growth Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Health Sciences Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco International Growth Equity Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Pacific Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
   
Invesco Van Kampen Emerging Markets Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class

11


 

     
Invesco Van Kampen Global Bond Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
   
Invesco Van Kampen Global Equity Allocation Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Global Franchise Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Global Tactical Asset Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen International Advantage Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen International Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
     
Invesco Core Bond Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Dynamics Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class

12


 

     
Invesco Global Real Estate Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco High Yield Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Income Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Limited Maturity Treasury Fund –
  Class A
 
  Class A2
 
  Class Y
 
  Institutional Class
 
   
Invesco Money Market Fund –
  AIM Cash Reserve Shares
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Municipal Bond Fund –
  Class A
 
  Class C
 
  Class Y
 
  Investor Class
 
   
Invesco Real Estate Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Short Term Bond Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

13


 

     
Invesco U.S. Government Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco High Yield Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Core Plus Fixed Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Corporate Bond Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Government Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen High Yield Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Limited Duration Fund -
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
     
Invesco Energy Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Financial Services Fund –
  Class A
 
  Class C
 
  Class Y
 
  Investor Class

14


 

     
Invesco Gold & Precious Metals Fund –
  Class A
 
  Class C
 
  Class Y
 
  Investor Class
 
   
Invesco Leisure Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Investor Class
 
   
Invesco Technology Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Utilities Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Mid-Cap Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Small-Mid Special Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Special Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Technology Sector Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco U.S. Mid Cap Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco U.S. Small Cap Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco U.S. Small/Mid Cap Value Fund –
  Class A
 
  Class C
 
  Class Y

15


 

     
Invesco Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Value II Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen American Value Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Capital Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Comstock Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Enterprise Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Mid Cap Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Small Cap Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Technology Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Utility Fund –
  Class A
 
  Class C
 
  Class Y

16


 

     
Invesco Van Kampen Value Opportunities Fund -
  Class A Class C Class Y
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
     
Invesco High Income Municipal Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Tax-Exempt Cash Fund –
  Class A
 
  Class Y
 
  Investor Class
 
   
Invesco Tax-Free Intermediate Fund –
  Class A
 
  Class A2
 
  Class Y
 
  Institutional Class
 
   
Invesco Municipal Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Tax-Exempt Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen California Insured Tax Free Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen High Yield Municipal Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Insured Tax Free Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Intermediate Term Municipal Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Municipal Income Fund –
  Class A
 
  Class C
 
  Class Y

17


 

     
Invesco Van Kampen New York Tax Free Income Fund –
  Class A
 
  Class C
 
  Class Y
AIM TREASURER’S SERIES TRUST (INVESCO TREASURER’S SERIES TRUST)
     
Premier Portfolio –
  Investor Class
 
   
Premier Tax-Exempt Portfolio –
  Investor Class
 
   
Premier U.S. Government Money Portfolio –
  Investor Class”

18


 

     All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
Dated: April 30, 2010
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
AIM TREASURER’S SERIES TRUST (INVESCO TREASURER’S SERIES TRUST)
         
  on behalf of the Shares of each Portfolio
listed on Schedule A
 
 
  By:   /s/ John M. Zerr    
    John M. Zerr   
    Senior Vice President   
 
  INVESCO DISTRIBUTORS, INC.
 
  By:   /s/ John S. Cooper    
    John S. Cooper   
    President   
 

19

AMENDMENT NO. 22

TO THE

FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS B5 SHARES)
     The First Restated Master Distribution Agreement (all Classes of shares except Class B and Class B5 Shares) (the “Agreement”) made as of the 18 th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B and Class B5 Shares (the “Shares”) of each Portfolio, and INVESCO DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended to reflect the addition of the following new Portfolio — Invesco Emerging Market Local Currency Debt Fund.
     Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(All Classes of Shares Except Class B and Class B5 Shares)
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
     
Invesco Core Plus Bond Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Floating Rate Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Multi-Sector Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Select Real Estate Income Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class

 


 

     
Invesco Structured Core Fund –
  Class A
 
  Class C
Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Structured Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Structured Value Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Balanced Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco California Tax-Free Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Dividend Growth Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Equally-Weighted S&P 500 Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
   
Invesco Fundamental Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Large Cap Relative Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco New York Tax-Free Income Fund –
  Class A
 
  Class C
 
  Class Y

2


 

     
Invesco S&P 500 Index Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen American Franchise Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Core Equity Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
   
Invesco Van Kampen Equity and Income Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Equity Premium Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Growth and Income Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Money Market Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Pennsylvania Tax Free Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Small Cap Growth Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Tax Free Money Fund –
  Class A

3


 

AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
     
Invesco Capital Development Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Charter Fund –
  Class A
 
  Class C
 
  Class R
 
  Class S
 
  Class Y
 
  Institutional Class
 
   
Invesco Constellation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Disciplined Equity Fund –
  Class Y
 
   
Invesco Diversified Dividend Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Large Cap Basic Value Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Large Cap Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class

4


 

     
Invesco Summit Fund –
  Class A
 
  Class C
 
  Class P
 
  Class S
 
  Class Y
 
  Institutional Class
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
     
Invesco Basic Balanced Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco European Small Company Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Global Core Equity Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco International Small Company Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Mid Cap Basic Value Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Select Equity Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Small Cap Equity Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

5


 

AIM GROWTH SERIES (INVESCO GROWTH SERIES)
     
Invesco Balanced-Risk Retirement Now Fund –
  Class A
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class R5
 
  Class Y
 
  Institutional Class
 
   
Invesco Balanced-Risk Retirement 2010 Fund –
  Class A
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class R5
 
  Class Y
 
  Institutional Class
 
   
Invesco Balanced-Risk Retirement 2020 Fund –
  Class A
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class R5
 
  Class Y
 
  Institutional Class
 
   
Invesco Balanced-Risk Retirement 2030 Fund –
  Class A
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class R5
 
  Class Y
 
  Institutional Class
 
   
Invesco Balanced-Risk Retirement 2040 Fund –
  Class A
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class R5
 
  Class Y
 
  Institutional Class

6


 

     
Invesco Balanced-Risk Retirement 2050 Fund –
  Class A
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class R5
 
  Class Y
 
  Institutional Class
 
   
Invesco Basic Value Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Conservative Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class S
 
  Class Y
 
  Institutional Class
 
   
Invesco Global Equity Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Growth Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class S
 
  Class Y
 
  Institutional Class
 
   
Invesco Income Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco International Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

7


 

     
Invesco Mid Cap Core Equity Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Moderate Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class S
 
  Class Y
 
  Institutional Class
 
   
Invesco Moderate Growth Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
Invesco Moderately Conservative Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Small Cap Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Convertible Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Asset Allocation Conservative Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Asset Allocation Growth Fund –
  Class A
 
  Class C
 
  Class Y

8


 

     
Invesco Van Kampen Asset Allocation Moderate Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Harbor Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Leaders Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Real Estate Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen U.S. Mortgage Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
     
Invesco Asia Pacific Growth Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco European Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Investor Class
 
   
Invesco Global Growth Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Global Small & Mid Cap Growth Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class

9


 

     
Invesco International Core Equity Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco International Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
     
Invesco Balanced-Risk Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco China Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Developing Markets Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Emerging Market Local Currency Debt Fund
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Global Health Care Fund –
  Class A
 
  Class C
 
  Class Y
 
  Investor Class
 
   
Invesco International Total Return Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Japan Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class

10


 

     
Invesco LIBOR Alpha Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Endeavor Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Global Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Small Companies Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Alternative Opportunities Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Commodities Strategy Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco FX Alpha Plus Strategy Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco FX Alpha Strategy Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

11


 

     
Invesco Global Advantage Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Global Dividend Growth Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Health Sciences Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco International Growth Equity Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Pacific Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
   
Invesco Van Kampen Emerging Markets Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Global Bond Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
   
Invesco Van Kampen Global Equity Allocation Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Global Franchise Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Global Tactical Asset Allocation Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

12


 

     
Invesco Van Kampen International Advantage Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen International Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
     
Invesco Core Bond Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Dynamics Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Global Real Estate Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco High Yield Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Income Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Limited Maturity Treasury Fund –
  Class A
 
  Class A2
 
  Class Y
 
  Institutional Class

13


 

     
Invesco Money Market Fund –
  AIM Cash Reserve Shares
 
  Class A5
 
  Class C
 
  Class C5
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Municipal Bond Fund –
  Class A
 
  Class C
 
  Class Y
 
  Investor Class
 
   
Invesco Real Estate Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Short Term Bond Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco U.S. Government Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco High Yield Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Core Plus Fixed Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Corporate Bond Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class

14


 

     
Invesco Van Kampen Government Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen High Yield Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Limited Duration Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
     
Invesco Energy Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Financial Services Fund –
  Class A
 
  Class C
 
  Class Y
 
  Investor Class
 
   
Invesco Gold & Precious Metals Fund –
  Class A
 
  Class C
 
  Class Y
 
  Investor Class
 
   
Invesco Leisure Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Investor Class
 
   
Invesco Technology Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
  Investor Class

15


 

     
Invesco Utilities Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
Invesco Mid-Cap Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Small-Mid Special Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Special Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Technology Sector Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco U.S. Mid Cap Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco U.S. Small Cap Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco U.S. Small/Mid Cap Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Value II Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen American Value Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

16


 

     
Invesco Van Kampen Capital Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Comstock Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Enterprise Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Mid Cap Growth Fund –
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Small Cap Value Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Technology Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Utility Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Value Opportunities Fund –
  Class A
 
  Class C
 
  Class Y
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
     
Invesco High Income Municipal Fund –
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Tax-Exempt Cash Fund –
  Class A
 
  Class Y
 
  Investor Class

17


 

     
Invesco Tax-Free Intermediate Fund –
  Class A
 
  Class A2
 
  Class Y
 
  Institutional Class
 
   
Invesco Municipal Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Tax-Exempt Securities Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen California Insured Tax Free Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen High Yield Municipal Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Insured Tax Free Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Intermediate Term Municipal Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Municipal Income Fund –
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen New York Tax Free Income Fund –
  Class A
 
  Class C
 
  Class Y
AIM TREASURER’S SERIES TRUST (INVESCO TREASURER’S SERIES TRUST)
     
Premier Portfolio –
  Investor Class
 
   
Premier Tax-Exempt Portfolio –
  Investor Class
 
   
Premier U.S. Government Money Portfolio –
  Investor Class”

18


 

     All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
Dated: June 14, 2010
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
AIM TREASURER’S SERIES TRUST (INVESCO TREASURER’S SERIES TRUST)
             
    on behalf of the Shares of each Portfolio
listed on Schedule A
   
 
           
 
  By:   /s/ John M. Zerr
     John M. Zerr
   
 
           Senior Vice President    
 
           
    INVESCO DISTRIBUTORS, INC.    
 
           
 
  By:   /s/ John S. Cooper    
 
           John S. Cooper    
 
           President    

19

AMENDMENT NO. 13
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B AND CLASS B5 SHARES)
     The First Restated Master Distribution Agreement (Class B Shares and Class B5 Shares with respect to AIM Money Market Fund) (the “Agreement”) made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement (each, a “Portfolio”), with respect to the Class B Shares of each Portfolio and Class B5 Shares of AIM Money Market Fund (the “Shares”), and INVESCO AIM DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:
          WHEREAS, the Agreement is amended to: 1) reflect that INVESCO AIM DISTRIBUTORS, INC. is now known as INVESCO DISTRIBUTORS, INC. ; 2) reflect the name change of each of the Funds; 3) reflect the name change of the applicable Portfolios from AIM to Invesco; and 4) reflect the further name change of AIM Trimark Fund, AIM Trimark Endeavor Fund and AIM Trimark Small Companies Fund to Invesco Global Fund, Invesco Endeavor Fund and Invesco Small Companies Fund, respectively;
     NOW, THEREFORE, the parties agree that:
  1.   All references to INVESCO AIM DISTRIBUTORS, INC. in the Agreement are hereby deleted and replaced with INVESCO DISTRIBUTORS, INC.
 
  2.   Schedule A to the Agreement is hereby deleted in its entirety and replaced with Schedule A attached to this amendment.
     All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect.
Dated: April 30, 2010
           
  Each FUND listed on Schedule A on behalf of the Shares of each Portfolio listed on Schedule A
 
 
    By:   /s/ John M. Zerr    
    Name: John M. Zerr   
    Title: Senior Vice President   
       
       
  INVESCO DISTRIBUTORS, INC.
 
 
    By:   /s/ John S. Cooper    
    Name: John S. Cooper   
    Title: President   

 


 

“SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B AND CLASS B5 SHARES)
AIM COUNSELOR SERIES TRUST
(INVESCO COUNSELOR SERIES TRUST)
Portfolios – Class B Shares
Invesco Core Plus Bond Fund
Invesco Multi-Sector Fund
Invesco Select Real Estate Income Fund
Invesco Structured Core Fund
Invesco Structured Growth Fund
Invesco Structured Value Fund
Invesco Balanced Fund
Invesco California Tax-Free Income Fund
Invesco Dividend Growth Securities Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Fundamental Value Fund
Invesco Large Cap Relative Value Fund
Invesco New York Tax-Free Income Fund
Invesco S&P 500 Index Fund
Invesco Van Kampen American Franchise Fund
Invesco Van Kampen Core Equity Fund
Invesco Van Kampen Equity and Income Fund
Invesco Van Kampen Equity Premium Income Fund
Invesco Van Kampen Growth and Income Fund
Invesco Van Kampen Money Market Fund
Invesco Van Kampen Pennsylvania Tax Free Income Fund
Invesco Van Kampen Small Cap Growth Fund
AIM EQUITY FUNDS
INVESCO EQUITY FUNDS
Portfolios – Class B Shares
Invesco Capital Development Fund
Invesco Charter Fund
Invesco Constellation Fund
Invesco Diversified Dividend Fund
Invesco Large Cap Basic Value Fund
Invesco Large Cap Growth Fund
Invesco Summit Fund
AIM FUNDS GROUP
(INVESCO FUNDS GROUP)
Portfolios – Class B Shares
Invesco Basic Balanced Fund
Invesco European Small Company Fund
Invesco Global Core Equity Fund

2


 

Invesco International Small Company Fund
Invesco Mid Cap Basic Value Fund
Invesco Select Equity Fund
Invesco Small Cap Equity Fund
AIM GROWTH SERIES
(INVESCO GROWTH SERIES)
Portfolios – Class B Shares
Invesco Balanced-Risk Retirement Now Fund
Invesco Balanced-Risk Retirement 2010 Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Basic Value Fund
Invesco Conservative Allocation Fund
Invesco Global Equity Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund
Invesco Moderate Growth Allocation Fund
Invesco Moderately Conservative Allocation Fund
Invesco Small Cap Growth Fund
Invesco Convertible Securities Fund
Invesco Van Kampen Asset Allocation Conservative Fund
Invesco Van Kampen Asset Allocation Growth Fund
Invesco Van Kampen Asset Allocation Moderate Fund
Invesco Van Kampen Harbor Fund
Invesco Van Kampen Leaders Fund
Invesco Van Kampen Real Estate Securities Fund
Invesco Van Kampen U.S. Mortgage Fund
AIM INTERNATIONAL MUTUAL FUNDS
(INVESCO INTERNATIONAL MUTUAL FUNDS)
Portfolios – Class B Shares
Invesco Asia Pacific Growth Fund
Invesco European Growth Fund
Invesco Global Growth Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
AIM INVESTMENT FUNDS
(INVESCO INVESTMENT FUNDS)
Portfolios – Class B Shares
Invesco Balanced-Risk Allocation Fund
Invesco China Fund

3


 

Invesco Developing Markets Fund
Invesco Global Health Care Fund
Invesco International Total Return Fund
Invesco Japan Fund
Invesco Global Fund
Invesco Endeavor Fund
Invesco Small Companies Fund
Invesco Commodities Strategy Fund
Invesco Global Advantage Fund
Invesco Global Dividend Growth Securities Fund
Invesco Health Sciences Fund
Invesco International Growth Equity Fund
Invesco Pacific Growth Fund
Invesco Van Kampen Emerging Markets Fund
Invesco Van Kampen Global Bond Fund
Invesco Van Kampen Global Equity Allocation Fund
Invesco Van Kampen Global Franchise Fund
Invesco Van Kampen Global Tactical Asset Allocation Fund
Invesco Van Kampen International Advantage Fund
Invesco Van Kampen International Growth Fund
AIM INVESTMENT SECURITIES FUNDS
(INVESCO INVESTMENT SECURITIES FUNDS)
Portfolios – Class B Shares
Invesco Core Bond Fund
Invesco Dynamics Fund
Invesco Global Real Estate Fund
Invesco High Yield Fund
Invesco Income Fund
Invesco Money Market Fund
Invesco Municipal Bond Fund
Invesco Real Estate Fund
Invesco U.S. Government Fund
Invesco High Yield Securities Fund
Invesco Van Kampen Core Plus Fixed Income Fund
Invesco Van Kampen Corporate Bond Fund
Invesco Van Kampen Government Securities Fund
Invesco Van Kampen High Yield Fund
Invesco Van Kampen Limited Duration Fund
Portfolios – Class B5 Shares
Invesco Money Market Fund
AIM SECTOR FUNDS
(INVESCO SECTOR FUNDS)
Portfolios – Class B Shares
Invesco Energy Fund
Invesco Financial Services Fund
Invesco Gold & Precious Metals Fund
Invesco Leisure Fund

4


 

Invesco Technology Fund
Invesco Utilities Fund
Invesco Mid-Cap Value Fund
Invesco Small-Mid Special Value Fund
Invesco Special Value Fund
Invesco Technology Sector Fund
Invesco U.S. Mid Cap Value Fund
Invesco U.S. Small Cap Value Fund
Invesco U.S. Small/Mid Cap Value Fund
Invesco Value Fund
Invesco Value II Fund
Invesco Van Kampen American Value Fund
Invesco Van Kampen Capital Growth Fund
Invesco Van Kampen Comstock Fund
Invesco Van Kampen Enterprise Fund
Invesco Van Kampen Mid Cap Growth Fund
Invesco Van Kampen Small Cap Value Fund
Invesco Van Kampen Technology Fund
Invesco Van Kampen Utility Fund
Invesco Van Kampen Value Opportunities Fund
AIM TAX-EXEMPT FUNDS
(INVESCO TAX-EXEMPT FUNDS)
Portfolios – Class B Shares
Invesco High Income Municipal Fund
Invesco Municipal Fund
Invesco Tax-Exempt Securities Fund
Invesco Van Kampen California Insured Tax Free Fund
Invesco Van Kampen High Yield Municipal Fund
Invesco Van Kampen Insured Tax Free Income Fund
Invesco Van Kampen Intermediate Term Municipal Income Fund
Invesco Van Kampen Municipal Income Fund
Invesco Van Kampen New York Tax Free Income Fund”

5

AMENDED AND RESTATED MASTER CUSTODIAN CONTRACT
     This Contract is made as of June 1, 2010 by and between each entity set forth in Appendix A hereto (as such Appendix A may be amended from time to time) (each such entity and each entity made subject to this Contract in accordance with Sections 18 or 19 hereof, referred to herein as a “Fund”) and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at One Lincoln Street, Boston, Massachusetts, 02110, hereinafter called the “Custodian.”
WITNESSETH:
     WHEREAS, certain of the Funds entered into a Master Custodian Contract dated as of May 1, 2000 (as amended, the “AIM Custodian Contract”);
     WHEREAS, certain of the Funds entered into a Master Custodian Agreement dated as of May 8, 2001 (as amended, the “Invesco Custodian Contract”);
     WHEREAS, the Funds and the Custodian desire to replace the AIM Custodian Contract and the Invesco Custodian Contract with this Amended and Restated Master Custodian Contract, which shall have the same terms as the AIM Custodian Contract;
     WHEREAS, a Fund may be authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and
     WHEREAS, each Fund so authorized intends that this Contract be applicable to each of its series set forth on Appendix A hereto (as such Appendix A may be amended from time to time) (such series together with all other series subsequently established by the Fund and made subject to this Contract in accordance with Section 18, being herein referred to as the “Portfolio(s)”);
     NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
     Each Fund hereby employs the Custodian as the custodian of the assets of the Portfolios of the Fund, including securities which the Fund, on behalf of the applicable Portfolio desires to be held in places within the United States (“domestic securities”) and securities it desires to be held outside the United States (“foreign securities”) pursuant to the provisions of the Fund’s articles of incorporation, agreement and declaration of trust, by-laws and/or registration statement (as applicable, the “Governing Documents”). Each Fund on behalf of its Portfolio(s) agrees to deliver to the Custodian all securities and cash of such Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by such Portfolio(s) from time to time, and the cash consideration received by it for such new or treasury shares of

 


 

capital stock or beneficial interest of each Fund representing interests in the Portfolios, (“Shares”) as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio held or received by the Portfolio and not delivered to the Custodian.
          Upon receipt of “Proper Instructions” (within the meaning of Article 6), the Custodian shall on behalf of the applicable Portfolio(s) from time to time employ one or more sub-custodians located in the United States but only in accordance with an applicable vote by the Board of Directors or the Board of Trustees of the applicable Fund on behalf of the applicable Portfolio(s) (as appropriate and in each case, the “Board”), and provided that the Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. The Custodian may employ as sub-custodian for each Fund’s foreign securities on behalf of the applicable Portfolio(s) the foreign banking institutions and foreign securities depositories designated in Schedule A and Schedule B hereto but only in accordance with the applicable provisions of Article 3 and Article 4.
2.   Duties of the Custodian with Respect to Property of the Fund Held by the Custodian in the United States
  2.1   Holding Securities . The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States including all domestic securities owned by such Portfolio, other than (a) securities which are maintained pursuant to Section 2.10 in a U.S. Securities System (as defined in Section 2.10) and b) commercial paper of an issuer for which State Street Bank and Trust Company acts as issuing and paying agent (“Direct Paper”) which is deposited and/or maintained in the Direct Paper System of the Custodian (the “Direct Paper System”) pursuant to Section 2.11.
 
  2.2   Delivery of Securities . The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian or in a U.S. Securities System account of the Custodian or in the Custodian’s Direct Paper book entry system account (“Direct Paper System Account”) only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
  1)   Upon sale of such securities for the account of the Portfolio and receipt of payment therefor;
 
  2)   Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio;

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  3)   In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.10 hereof;
 
  4)   To the depository agent in connection with tender or other similar offers for securities of the Portfolio;
 
  5)   To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;
 
  6)   To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.9 or into the name or nominee name of any sub-custodian appointed pursuant to Article 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;
 
  7)   Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with “street delivery” custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian’s own negligence or willful misconduct;
 
  8)   For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;
 
  9)   In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;
 
  10)   For delivery in connection with any loans of securities made by the Portfolio, but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund on behalf of the Portfolio, which may be in the form of cash or obligations

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      issued by the United States government, its agencies or instrumentalities, except that in connection with any loans for which collateral is to be credited to the Custodian’s account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral;
 
  11)   For delivery as security in connection with any borrowings by the Fund on behalf of the Portfolio requiring a pledge of assets by the Fund on behalf of the Portfolio, but only against receipt of amounts borrowed;
 
  12)   For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the “Exchange Act”) and a member of The National Association of Securities Dealers, Inc. (“NASD”), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio of the Fund;
 
  13)   For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission (“CFTC”) and/or any Contract Market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Portfolio of the Fund;
 
  14)   Upon receipt of instructions from the transfer agent for the Fund (“Transfer Agent”), for delivery to such Transfer Agent or to the holders of shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund, related to the Portfolio (“Prospectus”), in satisfaction of requests by holders of Shares for repurchase or redemption; and
 
  15)   For delivery of initial or variation margin in connection with trading in futures and options on futures contracts entered into by the Fund on behalf of a Portfolio; and

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  16)   For any other purpose, but only upon receipt of Proper Instructions from the Fund, on behalf of the applicable Portfolio, specifying the securities of the Portfolio to be delivered and naming the person or persons to whom delivery of such securities shall be made.
  2.3   Registration of Securities . Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of the Fund on behalf of a Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment advisor as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.9 or in the name or nominee name of any sub-custodian appointed pursuant to Article 1. All securities accepted by the Custodian on behalf of a Portfolio under the terms of this Contract shall be in “street name” or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in “street name,” the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.
 
  2.4   Bank Accounts . The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Contract, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940, as amended (the “1940 Act”). Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.
 
  2.5   Availability of Federal Funds . Upon mutual agreement between any Fund on behalf of each applicable Portfolio and the Custodian, the Custodian shall, upon the receipt of Proper Instructions from such Fund on behalf of a Portfolio, make federal funds available to such Portfolio as of specified

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      times agreed upon from time to time by the Fund and the Custodian in the amount of checks received in payment for Shares of such Portfolio which are deposited into the Portfolio’s account.
 
  2.6   Collection of Income . Subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to such Portfolio’s custodian account. Without limiting the generality of the foregoing the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data in its possession as may be necessary to assist the Fund in arranging, for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled.
 
  2.7   Payment of Fund Monies . Upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only:
  1)   Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.10 hereof; (c) in the case of a purchase involving the Direct Paper System, in accordance with the conditions set forth in Section 2.11; (d) in the case of repurchase agreements entered into between the Fund on behalf of the Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or

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      through an entry crediting the Custodian’s account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined in Article 5 of this Contract;
  2)   In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof;
 
  3)   For the redemption or repurchase of Shares issued by the Portfolio as set forth in Article 4 hereof;
 
  4)   For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;
 
  5)   For the payment of any dividends on Shares declared pursuant to the Fund’s Governing Documents;
 
  6)   For payment of the amount of dividends received in respect of securities sold short; and
 
  7)   For the payment of initial or variation margin in connection with trading in futures and options on futures contracts entered into by the Fund on behalf of a Portfolio; and
 
  (8)   For any other purpose, but only upon receipt of Proper Instructions from the Fund, on behalf of the applicable Portfolio, specifying the amount of such payment and naming the person or persons to whom such payment is to be made.
  2.8   Liability for Payment in Advance of Receipt of Securities Purchased . Except as specifically stated otherwise in this Contract, in any and every case where payment for purchase of domestic securities for the account of a Portfolio is made by the Custodian in advance of receipt of the securities purchased in the absence of specific written instructions from a Fund on behalf of a Portfolio to so pay in advance, the Custodian shall be

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      absolutely liable to such Fund for such securities to the same extent as if the securities had been received by the Custodian.
  2.9   Appointment of Agents . The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Article 2 as the Custodian may at any time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder.
 
  2.10   Deposit of Fund Assets in U.S Securities Systems . The Custodian may deposit and/or maintain securities owned by the Fund in a U.S. Securities System in compliance with the conditions of Rule 17f-4 of the 1940 Act, as amended from time to time.
 
      Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Fund for the benefit of the Portfolio for any loss or damage to the Portfolio resulting from use of the U.S. Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the U.S. Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the U.S. Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Portfolio has not been made whole for any such loss or damage.
 
  2.11   Fund Assets Held in the Custodian’s Direct Paper System . The Custodian may deposit and/or maintain securities owned by a Portfolio in the Direct Paper System of the Custodian subject to the following provisions:
  1)   No transaction relating to securities in the Direct Paper System will be effected in the absence of Proper Instructions from the applicable Fund on behalf of the Portfolio;
 
  2)   The Custodian may keep securities of the Portfolio in the Direct Paper System only if such securities are represented in an account (“Account”) of the Custodian in the Direct Paper System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;
 
  3)   The records of the Custodian with respect to securities of the Portfolio which are maintained in the Direct Paper System shall identify by book-entry those securities belonging to the Portfolio;

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  4)   The Custodian shall pay for securities purchased for the account of the Portfolio upon the making of an entry on the records of the Custodian to reflect such payment and transfer of securities to the account of the Portfolio. The Custodian shall transfer securities sold for the account of the Portfolio upon the making of an entry on the records of the Custodian to reflect such transfer and receipt of payment for the account of the Portfolio;
 
  5)   The Custodian shall furnish the Fund on behalf of the Portfolio confirmation of each transfer to or from the account of the Portfolio, in the form of a written advice or notice, of Direct Paper on the next business day following such transfer and shall furnish to the Fund on behalf of the Portfolio copies of daily transaction sheets reflecting each day’s transaction in the Direct Paper System for the account of the Portfolio; and
 
  6)   The Custodian shall provide the Fund on behalf of the Portfolio with any report on its system of internal accounting control as the Fund may reasonably request from time to time.
  2.12   Segregated Account . The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.10 hereof, (i) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 and a member of The National Association of Securities Dealers, Inc. (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (ii) for purposes of segregating cash or securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (iii) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission, or interpretative opinion of the staff thereof, relating to the maintenance of segregated accounts by registered investment companies, and (iv) for any other purpose upon receipt of Proper Instructions.

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  2.13   Ownership Certificates for Tax Purposes . The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.
 
  2.14   Proxies . The Custodian shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Portfolio such proxies, all proxy soliciting materials and all notices relating to such securities.
 
  2.15   Communications Relating to Portfolio Securities . Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Portfolio all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Portfolio desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Portfolio shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action.
3.   Provisions Relating to Rules 17f-5 and 17f-7
  3.1.   Definitions . Capitalized terms in this Contract shall have the following meanings:
 
      “Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.
 
      “Eligible Foreign Custodian” has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S.

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      Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the U.S. Securities and Exchange Commission (the “SEC”)), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.
 
      “Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.
 
      “Foreign Assets” means any of a Portfolio’s investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolio’s transactions in such investments.
 
      “Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5.
 
  3.2.   The Custodian as Foreign Custody Manager .
 
      3.2.1 Delegation to the Custodian as Foreign Custody Manager . Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of its Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.
 
      3.2.2 Countries Covered . The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Contract, which list of countries may be amended from time to time by any Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.
 
      Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A , and the fulfillment by a Fund, on behalf of its Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been

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      delegated by the Board on behalf of the Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Amendment by a Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A in which the Custodian has previously placed or currently maintains Foreign Assets pursuant to the terms of the Contract. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of such Portfolio to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager of such Portfolio with respect to that country.
 
      The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the applicable Fund. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the applicable Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to such Fund with respect to the country as to which the Custodian’s acceptance of delegation is withdrawn.
  3.2.3   Scope of Delegated Responsibilities :
(a) Selection of Eligible Foreign Custodians . Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A , as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).
(b) Contracts With Eligible Foreign Custodians . The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

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(c) Monitoring . In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the applicable Board in accordance with Section 3.2.5 hereunder and, to the extent that the Foreign Custody Manager has not issued a notice of withdrawal as Foreign Custody Manager for the particular country (pursuant to Section 3.2.2 above); the Foreign Custody Manager has not received a Proper Instruction to close the account (pursuant to Section 3.2.2 above); and no other notice regarding termination of delegation has been issued (pursuant to Section 3.2.8 below), the Foreign Custody Manager shall suggest (in a non-binding manner) an alternative Eligible Foreign Custodian, if such is available.
3.2.4 Guidelines for the Exercise of Delegated Authority . For purposes of this Section 3.2, each Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.
3.2.5 Reporting Requirements . The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to each Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying each Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change.
3.2.6 Standard of Care as Foreign Custody Manager of a Portfolio . In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

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3.2.7 Representations with Respect to Rule 17f-5 . The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Contract to the Custodian as the Foreign Custody Manager of the Portfolios.
3.2.8 Effective Date and Termination of the Custodian as Foreign Custody Manager . Each Board’s delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.
  3.3   Eligible Securities Depositories .
3.3.1 Analysis and Monitoring . The Custodian shall (a) provide each Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the applicable Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.
3.3.2 Standard of Care . The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.
4.   Duties of the Custodian with Respect to Property of the Portfolios Held Outside the United States .
  4.1   Definitions . Capitalized terms in this Article 4 shall have the following meanings:
 
      “Foreign Securities System” means an Eligible Securities Depository listed on Schedule B hereto.
 
      “Foreign Sub-Custodian” means a foreign banking institution serving as an Eligible Foreign Custodian.

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  4.2.   Holding Securities . The Custodian shall identify on its books as belonging to the applicable Portfolio the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of a Portfolio which are maintained in such account shall identify those securities as belonging to the Portfolio and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
 
  4.3.   Foreign Securities Systems . Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.
 
  4.4.   Transactions in Foreign Custody Account.
 
      4.4.1. Delivery of Foreign Assets . The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of a Portfolio held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
  (i)   Upon the sale of such foreign securities for the applicable Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;
 
  (ii)   In connection with any repurchase agreement related to foreign securities;
 
  (iii)   To the depository agent in connection with tender or other similar offers for foreign securities of the applicable Portfolio;
 
  (iv)   To the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

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  (v)   To the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;
 
  (vi)   To brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian’s own negligence or willful misconduct;
 
  (vii)   For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;
 
  (viii)   In the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;
 
  (ix)   For delivery as security in connection with any borrowing by any Fund requiring a pledge of assets by the applicable Fund;
 
  (x)   In connection with trading in options and futures contracts, including delivery as original margin and variation margin;
 
  (xi)   In connection with the lending of foreign securities; and
 
  (xii)   For any other purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made.
4.4.2. Payment of Portfolio Monies . Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

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  (i)   Upon the purchase of foreign securities for the applicable Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;
 
  (ii)   In connection with the conversion, exchange or surrender of foreign securities of the applicable Portfolio;
 
  (iii)   For the payment of any expense or liability of the applicable Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Contract, legal fees, accounting fees, and other operating expenses;
 
  (iv)   For the purchase or sale of foreign exchange or foreign exchange contracts for the applicable Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;
 
  (v)   In connection with trading in options and futures contracts, including delivery as original margin and variation margin;
 
  (vi)   For payment of part or all of the dividends received in respect of securities sold short;
 
  (vii)   In connection with the borrowing or lending of foreign securities; and
 
  (viii)   For any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.
4.4.3. Market Conditions . Notwithstanding any provision of this Contract to the contrary, settlement and payment for Foreign Assets received for the account of a Portfolio and delivery of Foreign Assets maintained for the account of a Portfolio may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

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      The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in any Board being provided with substantively less information than had been previously provided hereunder.
 
  4.5.   Registration of Foreign Securities . The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities, except to the extent that the applicable Fund incurs loss or damage due to failure of such nominee to meet its standard of care as set forth in the Contract. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Contract unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.
 
  4.6   Bank Accounts . The Custodian shall identify on its books as belonging to the applicable Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Contract to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.
 
  4.7.   Collection of Income . The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the applicable Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

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  4.8.   Shareholder Rights . With respect to the foreign securities held pursuant to this Article 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights by each Fund, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. Each Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of such Fund to exercise shareholder rights.
 
  4.9.   Communications Relating to Foreign Securities . The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. Subject to the standard of care to which the Custodian is held under this Contract, the Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two New York business days prior to the date on which the Custodian is to take action to exercise such right or power.
 
  4.10.   Liability of Foreign Sub-Custodians . Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the election of each Fund, such Fund shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the applicable Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.
 
  4.11   Tax Law . The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on any Fund, the Portfolios or the

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      Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. With respect to jurisdictions other than the United states, the sole responsibility of the Custodian with regard to the tax law of any such jurisdiction shall be to use reasonable efforts to (a) notify the applicable Fund of the obligations imposed on such Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios by the tax law of such jurisdictions including, responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting and (b) perform such ministerial steps as are required to collect any tax refund, to ascertain the appropriate rate of tax withholding and to provide such documents as may be required to enable each Fund to receive appropriate tax treatment under applicable tax laws and any applicable treaty provisions. The Custodian, in performance of its duties under this Section, shall be entitled to treat each Fund which is organized as a Delaware business trust as a Delaware business trust which is a “registered investment company” under the laws of the United States, and it shall be the duty of each Fund to inform the Custodian of any change in the organization, domicile or, to the extent within the knowledge of the applicable Fund, other relevant facts concerning tax treatment of such Fund and further to inform the Custodian if such Fund is or becomes the beneficiary of any special ruling or treatment not applicable to the general nationality and category of entity of which such Fund is a part under general laws and treaty provisions. The Custodian shall be entitled to rely on any information supplied by each Fund. The Custodian may engage reasonable professional advisors disclosed to the applicable Fund by the Custodian, which may include attorneys, accountants or financial institutions in the regular business of investment administration and may rely upon advice received therefrom.
 
  4.12.   Liability of Custodian . Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a Foreign Sub-Custodian, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk.
 
      The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Contract and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care.

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  4.13   Use of Term “Fund”; Assets and Liabilities . All references in this Article 4 or in Article 3 of this Contract to “Fund” shall mean either any Fund, or a Portfolio of any Fund, as the context requires or as applicable.
 
      The Custodian shall maintain separate and distinct records for each Portfolio and the assets allocated solely with such Portfolio shall be held and accounted for separately from the assets of each Fund associated solely with any other Portfolio. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Portfolio shall be enforceable against the assets of such Portfolio only, and not against the assets of any Fund generally or the assets of any other Portfolio.
5. Payments for Sales or Repurchases or Redemptions of Shares of the Fund
     The Custodian shall receive from the distributor for the Shares or from the Transfer Agent of each Fund and deposit into the account of the appropriate Portfolio such payments as are received for Shares of that Portfolio issued or sold from time to time by applicable Fund. The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.
     From such funds as may be available for the purpose but subject to the limitations of the Governing Documents and any applicable votes of the Board of any Fund pursuant thereto, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between a Fund and the Custodian.
6. Proper Instructions
     “Proper Instructions,” which may also be standing instructions, as used throughout the Contract shall mean instructions received by the Custodian from the Fund, the Fund’s investment manager or subadvisor, as duly authorized by the Fund. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and a person authorized to give Proper Instructions, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and the Custodian, including,

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but not limited to, the security procedures selected by the Fund in the Funds Transfer Addendum to the Contract. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed promptly in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement, which requires a segregated asset account in accordance with Section 2.12 of the Contract. The Fund or the Fund’s investment manager shall cause its duly authorized officer to certify to the Custodian in writing the names and specimen signatures of persons authorized to give Proper Instructions. The Custodian shall be entitled to rely upon the identity and authority of such persons until it receives notice from the Fund to the contrary.
7. Actions Permitted without Express Authority
     The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio:
  1)   make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Contract, provided that all such payments shall be accounted for to the applicable Fund on behalf of the Portfolio;
 
  2)   surrender securities in temporary form for securities in definitive form;
 
  3)   endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and
 
  4)   in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the applicable Board.
8. Evidence of Authority
     The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the applicable Fund. The Custodian may receive and accept a certified copy of a vote of the applicable Board of a Fund as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Board pursuant to the Governing Documents as described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.
9. Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income

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     The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the applicable Board o to keep the books of account of each Portfolio and/or compute the net asset value per share of the outstanding Shares or, if directed in writing to do so by the applicable Fund on behalf of the Portfolio, shall itself keep such books of account and/or compute such net asset value per Share. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the applicable Fund’s Prospectus related to such Portfolio and shall advise such Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of such Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of each Portfolio shall be made at the time or times described from time to time in the applicable Fund’s Prospectus.
10. Records
     The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Contract in such manner as will meet the obligations of the applicable Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the applicable Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of such Fund and employees and agents of the SEC. The Custodian shall, at a Fund’s request, supply such Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by a Fund and for such compensation as shall be agreed upon between such Fund and the Custodian, include certificate numbers in such tabulations.
11. Opinion of Fund’s Independent Accountant
     The Custodian shall take all reasonable action, as the applicable Fund on behalf of each applicable Portfolio may from time to time request, to obtain from year to year favorable opinions from such Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-1A, Form N-2 (if applicable), and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.
12. Reports to Fund by Independent Public Accountants
     The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios at such times as such Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System, relating to the services provided by the Custodian under this Contract; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to

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provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.
13. Compensation of Custodian
     For all expenses and services performed and to be performed by Custodian hereunder, each Fund on behalf of its respective Portfolio(s) as applicable, shall and hereby agrees to pay Custodian, severally and not jointly, such reasonable compensation as determined by the parties from time to time.
14. Responsibility of Custodian
     So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for a Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice.
     Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, nationalization or expropriation, imposition of currency controls or restrictions, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical failures or interruptions, communications disruptions, acts of war or terrorism, riots, revolutions, work stoppages, natural disasters or other similar events or acts; (ii) errors by any Fund or any Investment Advisor in their instructions to the Custodian provided such instructions have been in accordance with this Contract; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system that is not an affiliate of the Custodian to deliver to the Custodian’s sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, any Fund, the Custodian’s sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in

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market infrastructure with respect to any particular security or Securities System; and (vii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.
     The Custodian shall be liable for the acts or omissions of a foreign banking institution to the same extent as set forth with respect to sub-custodians generally in this Contract.
     If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.
     If a Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) for the benefit of a Portfolio or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should a Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolio’s assets to the extent necessary to obtain reimbursement.
15. Effective Period, Termination and Amendment
     This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated with respect to any party by an instrument in writing delivered or mailed, postage prepaid to the other parties, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not with respect to a Portfolio act under Section 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the applicable Board has approved the initial use of a particular Securities System by such Portfolio, as required by Rule 17f-4 under the 1940 Act and that the Custodian shall not with respect to a Portfolio act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the applicable Board has approved the initial use of the Direct Paper System by such Portfolio; provided further, however, that each Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Fund’s Governing Documents, and further provided, that each Fund

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on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.
     Termination of this Contract with respect to any particular Portfolio shall in no way affect the rights and duties under this Contract with respect to any other Funds or Portfolios.
     Upon termination of the Contract with respect to any Portfolio, such Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements.
16. Successor Custodian
     If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination with respect to the applicable Fund: (i) deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder; (ii) transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System; and (iii) transfer to the successor custodian all records created and maintained by the Custodian with respect to each such Portfolio pursuant to Section 10.
     If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the applicable Board, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such vote.
     In the event that no written order designating a successor custodian or certified copy of a vote of the applicable Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract.

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     In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Fund owing to failure of such Fund to procure the certified copy of the vote referred to or of the applicable Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.
17. Interpretive and Additional Provisions
     In connection with the operation of this Contract, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Contract as may in their joint opinion be consistent with the general tenor of this Contract. Any such interpretive or additional provisions shall be in a writing signed by all parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Fund’s Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Contract.
18. Additional Portfolios
     In the event that any Fund establishes one or more series of Shares in addition to those listed on Appendix A attached hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.
19. Additional Funds
     In the event that any entity in addition to those listed on Appendix A attached hereto desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such entity shall become a Fund hereunder and be bound by all terms, conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 23 below.
20. Massachusetts Law to Apply
     This Contract shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.
21. Prior Contracts

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     This Contract supersedes and terminates, as of the date hereof, all prior contracts between each Fund on behalf of each of the Portfolios and the Custodian relating to the custody of each Fund’s assets.
22. Reproduction of Documents
     This Contract and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
23. The Parties
     All references herein to the “Fund” are to each of the funds listed on Appendix A hereto individually, as if this Contract were between such individual Fund and the Custodian. In the case of a series fund or trust, all references to the “Portfolio” are to the individual series or portfolio of such fund or trust, or to such fund or trust on behalf of the individual series or portfolio, as appropriate. Any reference in this Contract to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains. Each party hereby represents and warrants to each other that (i) it has the requisite power and authority under applicable laws and its Governing Documents, as applicable, to enter into and perform this Contract, (ii) all requisite proceedings have been taken to authorize it to enter into and perform this Contract, and (iii) its entrance into this Contract shall not cause a material breach or be in material conflict with any other agreement or obligation of any party or any law or regulation applicable to it.
24. Delaware Business Trust
     With respect to any Fund which is a party to this Contract and which is organized as a Delaware business trust, the term “Fund” means and refers to the trustees from time to time serving under the applicable trust agreement of such trust, as the same may be amended from time to time (the “Declaration of Trust”). It is expressly agreed that the obligations of any such Fund hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the trust property of the Fund as set forth in the applicable Declaration of Trust. In the case of each Fund which is a Delaware business trust (in each case, a “Trust”), the execution and delivery of this Agreement on behalf of the Trust has been authorized by the trustees, and signed by an authorized officer of the Trust, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

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25. Shareholder Communications Election
     SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the role, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund’s name, address, and share position to requesting companies whose stock the Fund owns. If the Fund tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund’s protection, the Rule prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consent or object by checking one of the alternatives below.
  YES o   The Custodian is authorized to release the Fund’s name, address, and share positions.
 
  NO   þ   The Custodian is not authorized to release the Fund’s name, address, and share positions.
25. Remote Access Services Addendum
     The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum attached hereto.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the date first above-written.
                 
ATTEST   EACH OF THE ENTITIES SET FORTH ON
APPENDIX A ATTACHED HERETO
   
 
               
By:
  /s/ Stephen R. Rimes
 
  By:
Name:
  /s/ John M. Zerr
 
John M. Zerr
   
 
      Title:   Senior Vice President    
 
               
ATTEST   STATE STREET BANK AND TRUST COMPANY    
 
               
By:
   
 
  By:   /s/ Michael F. Regan
 
   
Title:
  Vice President   Name:   Michael F. Regan    
 
      Title:   Executive Vice President    
Amended and Restated Master Custodian Contract

 


 

APPENDIX A TO
AMENDED AND RESTATED MASTER CUSTODIAN CONTRACT
     
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
Invesco Core Plus Bond Fund
Invesco Floating Rate Fund
Invesco Multi-Sector Fund
Invesco Select Real Estate Income Fund
Invesco Structured Core Fund
Invesco Structured Growth Fund
Invesco Structured Value Fund
Invesco Balanced Fund
Invesco California Tax-Free Income Fund
Invesco Dividend Growth Securities Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco Fundamental Value Fund
Invesco Large Cap Relative Value Fund
Invesco New York Tax-Free Income Fund
Invesco S&P 500 Index Fund
Invesco Van Kampen American Franchise Fund
Invesco Van Kampen Core Equity Fund
Invesco Van Kampen Equity and Income Fund
Invesco Van Kampen Equity Premium Income Fund
Invesco Van Kampen Growth and Income Fund
Invesco Van Kampen Money Market Fund
Invesco Van Kampen Pennsylvania Tax Free Income Fund
Invesco Van Kampen Small Cap Growth Fund
Invesco Van Kampen Tax Free Money Fund

AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
Invesco Capital Development Fund
Invesco Charter Fund
Invesco Constellation Fund
Invesco Disciplined Equity Fund
Invesco Diversified Dividend Fund
Invesco Large Cap Basic Value Fund
Invesco Large Cap Growth Fund
Invesco Summit Fund

AIM FUNDS GROUP (INVESCO FUNDS GROUP)
Invesco Basic Balanced Fund
Invesco European Small Company Fund
Invesco Global Core Equity Fund
Invesco International Small Company Fund
Invesco Mid Cap Basic Value Fund
Invesco Select Equity Fund
Invesco Small Cap Equity Fund

AIM GROWTH SERIES (INVESCO GROWTH SERIES)
Invesco Balanced-Risk Retirement Now Fund
Invesco Balanced-Risk Retirement 2010 Fund
Invesco Balanced-Risk Retirement 2020 Fund
Invesco Balanced-Risk Retirement 2030 Fund
  Invesco Basic Value Fund
Invesco Conservative Allocation Fund
Invesco Global Equity Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco Mid Cap Core Equity Fund
Invesco Moderate Allocation Fund
Invesco Moderate Growth Allocation Fund
Invesco Moderately Conservative Allocation Fund
Invesco Small Cap Growth Fund
Invesco Convertible Securities Fund
Invesco Van Kampen Asset Allocation Conservative Fund
Invesco Van Kampen Asset Allocation Growth Fund
Invesco Van Kampen Asset Allocation Moderate Fund
Invesco Van Kampen Harbor Fund
Invesco Van Kampen Leaders Fund
Invesco Van Kampen Real Estate Securities Fund
Invesco Van Kampen U.S. Mortgage Fund

AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
Invesco Asia Pacific Growth Fund
Invesco European Growth Fund
Invesco Global Growth Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco International Core Equity Fund
Invesco International Growth Fund

AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
Invesco Balanced-Risk Allocation Fund
Invesco China Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Local Currency Debt Fund
Invesco Global Health Care Fund
Invesco International Total Return Fund
Invesco Japan Fund
Invesco LIBOR Alpha Fund
Invesco Endeavor Fund
Invesco Global Fund
Invesco Small Companies Fund
Invesco Alternative Opportunities Fund
Invesco Commodities Strategy Fund
Invesco FX Alpha Plus Strategy Fund
Invesco FX Alpha Strategy Fund
Invesco Global Advantage Fund
Invesco Global Dividend Growth Securities Fund
Invesco Health Sciences Fund
Invesco International Growth Equity Fund
Invesco Pacific Growth Fund

A-1


 

     
Invesco Balanced-Risk Retirement 2040 Fund
Invesco Balanced-Risk Retirement 2050 Fund
Invesco Van Kampen Global Franchise Fund
Invesco Van Kampen Global Tactical Asset Allocation Fund
Invesco Van Kampen International Advantage Fund
Invesco Van Kampen International Growth Fund

AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
Invesco Core Bond Fund
Invesco Dynamics Fund
Invesco Global Real Estate Fund
Invesco High Yield Fund
Invesco Income Fund
Invesco Real Estate Fund
Invesco Short Term Bond Fund
Invesco U.S. Government Fund
Invesco High Yield Securities Fund
Invesco Van Kampen Core Plus Fixed Income Fund
Invesco Van Kampen Corporate Bond Fund
Invesco Van Kampen Government Securities Fund
Invesco Van Kampen High Yield Fund
Invesco Van Kampen Limited Duration Fund

AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
Invesco Energy Fund
Invesco Financial Services Fund
Invesco Gold & Precious Metals Fund
Invesco Leisure Fund
Invesco Technology Fund
Invesco Utilities Fund
Invesco Mid-Cap Value Fund
Invesco Small-Mid Special Value Fund
Invesco Special Value Fund
Invesco Technology Sector Fund
Invesco U.S. Mid Cap Value Fund
Invesco U.S. Small Cap Value Fund
Invesco U.S. Small/Mid Cap Value Fund
Invesco Value Fund
Invesco Value II Fund
Invesco Van Kampen American Value Fund
Invesco Van Kampen Capital Growth Fund
Invesco Van Kampen Comstock Fund
Invesco Van Kampen Enterprise Fund
Invesco Van Kampen Mid Cap Growth Fund
Invesco Van Kampen Small Cap Value Fund
Invesco Van Kampen Technology Fund
Invesco Van Kampen Utility Fund
Invesco Van Kampen Value Opportunities Fund

AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
Invesco Municipal Fund
Invesco Tax-Exempt Securities Fund
Invesco Van Kampen California Insured Tax Free Fund
  Invesco Van Kampen Emerging Markets Fund
Invesco Van Kampen Global Bond Fund
Invesco Van Kampen Global Equity Allocation Fund
Invesco Van Kampen Municipal Income Fund
Invesco Van Kampen New York Tax Free Income Fund

AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
Invesco V.I. Basic Balanced Fund
Invesco V.I. Basic Value Fund
Invesco V.I. Capital Appreciation Fund
Invesco V.I. Capital Development Fund
Invesco V.I. Core Equity Fund
Invesco V.I. Diversified Income Fund
Invesco V.I. Dynamics Fund
Invesco V.I. Financial Services Fund
Invesco V.I. Global Health Care Fund
Invesco V.I. Global Multi-Asset Fund
Invesco V.I. Global Real Estate Fund
Invesco V.I. Government Securities Fund
Invesco V.I. High Yield Fund
Invesco V.I. International Growth Fund
Invesco V.I. Large Cap Growth Fund
Invesco V.I. Leisure Fund
Invesco V.I. Mid Cap Core Equity Fund
Invesco V.I. Small Cap Equity Fund
Invesco V.I. Technology Fund
Invesco V.I. Utilities Fund
Invesco V.I. Dividend Growth Fund
Invesco V.I. Global Dividend Growth Fund
Invesco V.I. High Yield Securities Fund
Invesco V.I. Income Builder Fund
Invesco V.I. S&P 500 Index Fund
Invesco V.I. Select Dimensions Balanced Fund
Invesco V.I. Select Dimensions Dividend Growth Fund
Invesco V.I. Select Dimensions Equally-Weighted S&P 500 Fund
Invesco Van Kampen V.I. Capital Growth Fund
Invesco Van Kampen V.I. Comstock Fund
Invesco Van Kampen V.I. Equity and Income Fund
Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund
Invesco Van Kampen V.I. Global Value Equity Fund
Invesco Van Kampen V.I. Government Fund
Invesco Van Kampen V.I. Growth and Income Fund
Invesco Van Kampen V.I. High Yield Fund
Invesco Van Kampen V.I. International Growth Equity Fund
Invesco Van Kampen V.I. Mid Cap Growth Fund
Invesco Van Kampen V.I. Mid Cap Value Fund
Invesco Van Kampen V.I. Value Fund

A-2


 

     
Invesco Van Kampen High Yield Municipal Fund
Invesco Van Kampen Insured Tax Free Income Fund
Invesco Van Kampen Intermediate Term Municipal Income
Fund
 
INVESCO CALIFORNIA INSURED MUNICIPAL INCOME TRUST
INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES
INVESCO HIGH YIELD INVESTMENTS FUND, INC.
INVESCO INSURED CALIFORNIA MUNICIPAL SECURITIES
INVESCO INSURED MUNICIPAL BOND TRUST
INVESCO INSURED MUNICIPAL INCOME TRUST
INVESCO INSURED MUNICIPAL SECURITIES
INVESCO INSURED MUNICIPAL TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III
INVESCO MUNICIPAL PREMIUM INCOME TRUST
INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES
INVESCO PRIME INCOME TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO QUALITY MUNICIPAL INVESTMENT TRUST
INVESCO QUALITY MUNICIPAL SECURITIES TRUST
INVESCO VAN KAMPEN ADVANTAGE MUNICIPAL INCOME TRUST II
INVESCO VAN KAMPEN BOND FUND
INVESCO VAN KAMPEN CALIFORNIA VALUE MUNICIPAL INCOME TRUST
INVESCO VAN KAMPEN DYNAMIC CREDIT OPPORTUNITIES FUND
INVESCO VAN KAMPEN EXCHANGE FUND
INVESCO VAN KAMPEN HIGH INCOME TRUST II
INVESCO VAN KAMPEN MASSACHUSETTS VALUE MUNICIPAL INCOME TRUST
INVESCO VAN KAMPEN MUNICIPAL OPPORTUNITY TRUST

A-3


 

INVESCO VAN KAMPEN MUNICIPAL TRUST
INVESCO VAN KAMPEN OHIO QUALITY MUNICIPAL TRUST
INVESCO VAN KAMPEN PENNSYLVANIA VALUE MUNICIPAL INCOME TRUST
INVESCO VAN KAMPEN SELECT SECTOR MUNICIPAL TRUST
INVESCO VAN KAMPEN SENIOR INCOME TRUST
INVESCO VAN KAMPEN SENIOR LOAN FUND
INVESCO VAN KAMPEN TRUST FOR INSURED MUNICIPALS
INVESCO VAN KAMPEN TRUST FOR INVESTMENT GRADE MUNICIPALS
INVESCO VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW JERSEY MUNICIPALS
INVESCO VAN KAMPEN TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS

A-4

FOURTH AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
between
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
and
INVESCO INVESTMENT SERVICES, INC.

 


 

TABLE OF CONTENTS
             
        Page
ARTICLE 1
  TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT     3  
ARTICLE 2
  FEES AND EXPENSES     5  
ARTICLE 3
  REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT     5  
ARTICLE 4
  REPRESENTATIONS AND WARRANTIES OF THE FUND     6  
ARTICLE 5
  INDEMNIFICATION     6  
ARTICLE 6
  COVENANTS OF THE FUND AND THE TRANSFER AGENT     8  
ARTICLE 7
  TERMINATION OF AGREEMENT     8  
ARTICLE 8
  ADDITIONAL FUNDS     8  
ARTICLE 9
  LIMITATION OF SHAREHOLDER LIABILITY     9  
ARTICLE 10
  ASSIGNMENT     9  
ARTICLE 11
  AMENDMENT     9  
ARTICLE 12
  TEXAS LAW TO APPLY     9  
ARTICLE 13
  MERGER OF AGREEMENT     9  
ARTICLE 14
  COUNTERPARTS     10  

2


 

FOURTH AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
     AGREEMENT made as of the 1st day of July, 2006 and amended and restated as of July 1, 2010, by and between AIM Funds Group (Invesco Funds Group), a Delaware statutory trust, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Fund”), and Invesco Investment Services, Inc., a Delaware corporation, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Transfer Agent”).
     WHEREAS, the Transfer Agent is registered as such with the Securities and Exchange Commission (the “SEC”); and
     WHEREAS, the Fund is authorized to issue shares in separate series and classes, with each such series representing interests in a separate portfolio of securities and other assets and each such class having different distribution arrangements; and
     WHEREAS, the Fund on behalf of the retail and institutional share classes of each of the Portfolios thereof (the “Portfolios”) desires to appoint the Transfer Agent as its transfer agent, and agent in connection with certain other activities, with respect to the Portfolios, and the Transfer Agent desires to accept such appointment;
     NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE 1
TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT
     1.01 Subject to the terms and conditions set forth in this Agreement, the Fund hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for the authorized and issued shares of beneficial interest of the Fund representing interests in the retail and institutional share classes of each of the respective Portfolios (“Shares”), dividend disbursing agent, and agent in connection with any accumulation or similar plans provided to shareholders of each of the Portfolios (the “Shareholders”), including without limitation any periodic investment plan or periodic withdrawal program, as provided in the currently effective prospectus and statement of additional information (the “Prospectus”) of the Fund on behalf of the Portfolios.
     1.02 The Transfer Agent agrees that it will perform the following services:
     (a) The Transfer Agent shall, in accordance with procedures established from time to time by agreement between the Fund on behalf of each of the Portfolios, as applicable, and the Transfer Agent:
  (i)   receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of the Fund authorized pursuant to the Charter of the Fund (the “Custodian”);
 
  (ii)   pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

3


 

  (iii)    receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian;
 
  (iv)   at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the Fund;
 
  (v)   effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;
 
  (vi)   prepare and transmit payments for dividends and distributions declared by the Fund on behalf of the Shares;
 
  (vii)   maintain records of account for and advise the Fund and its Shareholders as to the foregoing; and
 
  (viii)   record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares which are authorized, based upon data provided to it by the Fund, and issued and outstanding.
     The Transfer Agent shall also provide the Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which function shall be the sole responsibility of the Fund.
     (b) In addition to the services set forth in the above paragraph (a), the Transfer Agent shall: perform the customary services of a transfer agent, including but not limited to maintaining all Shareholder accounts, mailing Shareholder reports and prospectuses to current Shareholders, preparing and mailing confirmation forms and statements of accounts to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information.
     (c) Procedures as to who shall provide certain of these services may be established from time to time by agreement between the Fund on behalf of each Portfolio and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its other agents may perform these services on the Fund’s behalf.
     1.03 Pursuant to procedures established from time to time by agreement between the Fund and the Transfer Agent, the Transfer Agent may, as agent and acting on behalf of the Fund, enter into certain sub-transfer agency, omnibus account service, and sub-accounting agreements (collectively, “third-party servicing arrangements”) whereby an intermediary agrees to provide individual shareholder and/or record keeping services with respect to investments in the Portfolios that would otherwise be required to be provided by the Transfer Agent hereunder, provided that such intermediary has entered or will concurrently enter into an Intermediary Agreement Regarding Compliance with SEC Rule 22c-2 in substantially the form approved by the Fund. Such third-party servicing arrangements may, but are not required to, further provide that such intermediaries may designate sub-agents for purposes of receiving orders for the

4


 

purchase and redemption of Shares, provided that an intermediary appointing such a sub-agent remains contractually responsible for the receipt and processing of orders received by such sub-agent. The Fund, or the Transfer Agent as agent for and on behalf of the Fund, shall maintain copies of all written agreements evidencing third-party servicing arrangements that are in effect, or that were in effect at any time during the past six years, in an easily accessible place.
ARTICLE 2
FEES AND EXPENSES
     2.01 For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent fees as set forth in Schedule A, attached hereto. Such fees and out-of-pocket expenses and advances identified under Section 2.02 below may be changed from time to time subject to mutual written agreement between the Fund and the Transfer Agent.
     2.02 In addition to the fee paid under Section 2.01 above, the Fund agrees to reimburse the Transfer Agent for out-of-pocket expenses or advances incurred by the Transfer Agent for the items set out in the fee schedule attached hereto. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the Fund, will be reimbursed by the Fund on behalf of the applicable Shares.
     2.03 The Fund agrees on behalf of each of the Portfolios to pay all fees and reimbursable expenses following the mailing of the respective billing notice. Postage for mailing of dividends, proxies, Fund reports and other mailings to all Shareholder accounts shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such materials.
     2.04 The Fund agrees on behalf of each of the Portfolios to pay all fees payable under third-party servicing arrangements.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT
     The Transfer Agent represents and warrants to the Fund that:
     3.01 It is a corporation duly organized and existing and in good standing under the laws of the state of Delaware.
     3.02 It is duly qualified to carry on its business in Delaware and in Texas.
     3.03 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement.
     3.04 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
     3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.
     3.06 It is registered as a Transfer Agent as required by the federal securities laws.

5


 

     3.07 This Agreement is a legal, valid and binding obligation of the Transfer Agent.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE FUND
     The Fund represents and warrants to the Transfer Agent that:
     4.01 It is a statutory trust duly organized and existing and in good standing under the laws of Delaware.
     4.02 It is empowered under applicable laws and by its Agreement and Declaration of Trust and By-Laws to enter into and perform this Agreement.
     4.03 All proceedings required by said Agreement and Declaration of Trust and By-Laws have been taken to authorize it to enter into and perform this Agreement.
     4.04 It is a management investment company registered under the Investment Company Act of 1940, as amended.
     4.05 A registration statement under the Securities Act of 1933, as amended on behalf of each of the Portfolios is currently effective and will remain effective, with respect to all Shares of the Fund being offered for sale.
     4.06 This Agreement is a legal, valid and binding obligation of the Fund.
ARTICLE 5
INDEMNIFICATION
     5.01 The Transfer Agent shall not be responsible for, and the Fund shall on behalf of the applicable Portfolio, indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:
     (a) all actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct;
     (b) the Fund’s lack of good faith, negligence or willful misconduct which arise out of the breach of any representation or warranty of the Fund hereunder;
     (c) the reliance on or use by the Transfer Agent or its agents or subcontractors of information, records and documents or services which (i) are received or relied upon by the Transfer Agent or its agents or subcontractors and/or furnished to it or performed by on behalf of the Fund, and (ii) have been prepared, maintained and/or performed by the Fund or any other person or firm on behalf of the Fund; provided such actions are taken in good faith and without negligence or willful misconduct;

6


 

     (d) the reliance on, or the carrying out by the Transfer Agent or its agents or subcontractors of any instructions or requests of the Fund on behalf of the applicable Portfolio; provided such actions are taken in good faith and without negligence or willful misconduct; or
     (e) the offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state.
     5.02 The Transfer Agent shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by the Transfer Agent as result of the Transfer Agent’s lack of good faith, negligence or willful misconduct.
     5.03 At any time the Transfer Agent may apply to any officer of the Fund for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement, and the Transfer Agent and its agents or subcontractors shall not be liable to and shall be indemnified by the Fund on behalf of the applicable Portfolio for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Transfer Agent shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to the Transfer Agent or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund.
     5.04 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.
     5.05 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder.
     5.06 In order that the indemnification provisions contained in this Article 5 shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent.

7


 

ARTICLE 6
COVENANTS OF THE FUND AND THE TRANSFER AGENT
     6.01 The Fund shall, upon request, on behalf of each of the Portfolios promptly furnish to the Transfer Agent the following:
     (a) a certified copy of the resolution of the Board of Trustees of the Fund authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement; and
     (b) a copy of the Agreement and Declaration of Trust and By-Laws of the Fund and all amendments thereto.
     6.02 The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services to be performed by the Transfer Agent hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Fund on and in accordance with its request.
     6.03 The Transfer Agent and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law.
     6.04 In case of any requests or demands for the inspection of the Shareholder records of the Fund, the Transfer Agent will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. The Transfer Agent reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.
ARTICLE 7
TERMINATION OF AGREEMENT
     7.01 This Agreement may be terminated by either party upon sixty (60) days written notice to the other.
     7.02 Should the Fund exercise its right to terminate this Agreement, all out-of-pocket expenses associated with the movement of records and material will be borne by the Fund on behalf of the applicable Portfolios. Additionally, the Transfer Agent reserves the right to charge for any other reasonable expenses associated with such termination and/or a charge equivalent to the average of three (3) months’ fees.
ARTICLE 8
ADDITIONAL FUNDS
     8.01 In the event that the Fund establishes one or more series of Shares in addition to the Portfolios with respect to which it desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing, and if the

8


 

Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.
ARTICLE 9
LIMITATION OF SHAREHOLDER LIABILITY
     9.01 Notice is hereby given that this Agreement is being executed by the Fund by a duly authorized officer thereof acting as such as not individually. The obligations of this Agreement are not binding upon any of the Trustees, officers, shareholders or the investment advisor of the Fund individually but are binding only upon the assets and property belonging to the Fund, on its own behalf or on behalf of a Portfolio, for the benefit of which the Trustees or officers have caused this Agreement to be executed.
ARTICLE 10
ASSIGNMENT
     10.01 Except as provided in Section 10.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.
     10.02 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.
     10.03 The Transfer Agent may, without further consent on the part of the Fund, subcontract for the performance hereof with any entity which is duly registered as a transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of 1934 as amended (“Section 17A(c)(1)”); provided, however, that the Transfer Agent shall be as fully responsible to the Fund for the acts and omissions of any subcontractor as it is for its own acts and omissions.
ARTICLE 11
AMENDMENT
     11.01 This Agreement may be amended or modified by a written agreement executed by both parties and authorized or approved by a resolution of the Board of Trustees of the Fund.
ARTICLE 12
TEXAS LAW TO APPLY
     12.01 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Texas.
ARTICLE 13
MERGER OF AGREEMENT
     13.01 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

9


 

ARTICLE 14
COUNTERPARTS
     14.01 This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.
         
  AIM FUNDS GROUP (INVESCO FUNDS GROUP)
 
 
  By:   /s/ Philip A. Taylor    
    President   
       
         
ATTEST:
 
   
/s/ Peter Davidson      
Assistant Secretary     
 
         
  INVESCO INVESTMENT SERVICES, INC.
 
 
  By:   /s/ William J. Galvin, Jr.    
    President   
 
         
ATTEST:
 
   
/s/ Peter Davidson      
Assistant Secretary     
     

10


 

         
SCHEDULE A
1. Retail Share Classes
      Open Account Fee. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent an annualized fee for shareholder accounts holding Class A, A2, A5, B, B5, C, C5, P, R, R5, S, Y, Invesco Cash Reserve and Investor Class Shares, as applicable, that are open during any monthly period at a rate of (i) $19.60 per annum less (ii) the aggregate amount of Small Account Fees collected by the Transfer Agent.
      Closed Account Fee. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios to pay the Transfer Agent an annualized fee for shareholder accounts which previously held Class A, A2, A5, B, B5, C, C5, P, R, R5, S, Y, Invesco Cash Reserve and Investor Class Shares, as applicable, that were closed during any monthly period at a rate of $0.70, to be paid for twelve months following the date on which an account was closed.
      Small Account Fee . The Transfer Agent agrees to collect on behalf of each shareholder account holding Class A, A2, A5, B, B5, C, C5, P, R, R5, S, Y, Invesco Cash Reserve and Investor Class Shares, as applicable, serviced directly by the Transfer Agent where the account balance is equal to or less than $500 (a “Small Account”), a Small Account Fee of $12 per annum. The Transfer Agent agrees to use its best efforts to collect on behalf of each Small Account serviced by third parties pursuant to omnibus account service or sub-accounting agreements, a Small Account Fee of $12 per annum. The Small Account Fee shall be determined, collected and subject to any exceptions as set forth in the most recent prospectus for each Portfolio of the Fund.
      Determining Number of Billable Accounts. The Open Account Fee and the Closed Account Fee shall be paid only with respect to accounts serviced directly by the Transfer Agent and not with respect to accounts serviced by third parties pursuant to omnibus account service or sub-accounting agreements, as provided in Section 2.04 of the Agreement. Notwithstanding that the Transfer Agent does not collect an Open Account Fee on accounts serviced by third parties pursuant to omnibus account service or sub-accounting agreements, any Small Account Fees collected on such accounts shall be subtracted as provided above under “Open Account Fee.”
      Billing of Fees. Both the Open and Closed Account Fees shall be billed by the Transfer Agent monthly in arrears on a prorated basis of 1/12 of the annualized fee for all such accounts.
2. Institutional Share Classes
      Accounts Serviced by the Transfer Agent. For performance by the Transfer Agent pursuant to this Agreement, the Fund agrees on behalf of the Institutional Class Shares of each Portfolio to pay the Transfer Agent a fee equal to $2.00 per trade executed, to be billed monthly in arrears.

11


 

      Cap on Transfer Agency Fees and Expenses. The Transfer Agent agrees to waive the right to collect any fee or reimbursement to which it is entitled hereunder to the extent that collecting such fee or reimbursement would cause the fees and expenses incurred hereunder by the Institutional Class Shares of any given Portfolio to exceed 0.10% of the average net assets attributable to such Class of such Portfolio.
3. Investment Credits
     The total fees due to the Transfer Agent from all funds affiliated with the Fund shall be reduced by an amount equal to the investment income earned by the Transfer Agent, if any, on the balances of the disbursement accounts for those funds. Such credits shall first be allocated to the Institutional Class, if any, of a Portfolio based upon the number of accounts holding shares of such Class relative to the total number of accounts holding all Classes of shares in the Portfolio. The Portfolio’s remaining fiscal year-to-date credits shall be allocated among accounts holding Class A, A2, A5, B, B5, C, C5, P, R, R5, S, Y, Invesco Cash Reserve and Investor Class Shares, as applicable, on the basis of fiscal year-to-date average net assets.
4. Out-of-Pocket Expenses
     The Fund shall reimburse the Transfer Agent monthly for applicable out-of-pocket expenses relating to the procurement of the following goods and services, as they relate to the performance of the Transfer Agent’s obligations set forth in Article I of the Agreement, including, but not limited to:
  (a)   Remote access, license and usage charges paid by the Transfer Agent for use of shareholder record keeping and related systems provided by DST Systems, Inc., and used by the Transfer Agent to service Shareholder accounts, including but not limited to:
  (i)   TA2000 ® , the record keeping system on which records related to most Shareholder accounts will be maintained;
 
  (ii)   TRAC2000 ® , the record keeping system on which records related to Shareholder accounts held by and through employer-sponsored retirement plans are maintained;
 
  (iii)   Automated Work Distributor TM , a document imaging, storage and distribution system;
 
  (iv)   Financial Access Network, a computer system and related software applications which will provide the necessary interfaces to allow customers to access account information residing on the TA2000 and TRAC2000 systems through invesco.com;
 
  (v)   PowerSelect TM , a reporting database that the Transfer Agent can query to produce reports derived from Shareholder account data residing on the TA2000 and TRAC2000 systems; and
 
  (vi)   Client specific system enhancements.
  (b)   Computer and data processing and storage equipment, communication lines and equipment, printers and other equipment used in connection with the provision of services hereunder, and any expenses incurred in connection with the installation and use of such equipment and lines.

12


 

  (c)   Microfiche, microfilm and electronic image scanning equipment.
 
  (d)   Electronic data and image storage media and related storage costs.
 
  (e)   Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by third party record keeping vendors.
 
  (f)   Telephone and telecommunication costs, including all lease, maintenance and line costs.
 
  (g)   Programming costs, system access and usage fees, electronic presentment service fees, data and document delivery fees, and other related fees and costs which relate to the printing and delivery of the following documents to Shareholders and to each Shareholder’s broker of record:
  (i)   Investment confirmations;
 
  (ii)   Periodic account statements;
 
  (iii)   Tax forms; and
 
  (iv)   Redemption checks.
  (h)   Printing costs, including, without limitation, the costs associated with printing stationery, envelopes, share certificates, checks, investment confirmations, periodic account statements, and tax forms.
 
  (i)   Postage (bulk, pre-sort, ZIP+4, bar coding, first class), certified and overnight mail and private delivery services, courier services and related insurance.
 
  (j)   Certificate insurance.
 
  (k)   Banking charges, including without limitation, incoming and outgoing wire charges and charges associated with the receipt and processing of government allotments.
 
  (l)   Check writing fees.
 
  (m)   Federal Reserve charges for check clearance.
 
  (n)   Rendering fees.
 
  (o)   Audit, consulting and legal fees which relate to the provision of service hereunder.
 
  (p)   Shareholder information and education mailings, including, but not limited to, periodic shareholder newsletters and tax guides.
 
  (q)   Duplicate services.
 
  (r)   Such other miscellaneous expenses reasonably incurred by the Transfer Agent in performing its duties and responsibilities.
 
  (s)   Due diligence mailings.
 
  (t)   Ad hoc reports.
 
  (u)   Fees and expenses assessed by third-party service providers in connection with the compilation and delivery of shareholder transaction data requested by the Transfer Agent in connection with its administration of the Fund’s Rule 22c-2 compliance program.

13


 

     The Fund agrees that postage and mailing expenses will be paid on the day of or prior to mailing. In addition, the Fund will promptly reimburse the Transfer Agent for any other unscheduled expenses incurred by the Transfer Agent whenever the Fund and the Transfer Agent mutually agree that such expenses are not otherwise properly borne by the Transfer Agent as part of its duties and obligations under the Agreement.
     Out-of-pocket expenses incurred by the Transfer Agent hereunder shall first be allocated among the series portfolios of the Invesco Funds based upon the number of open accounts holding shares in such portfolios. Such out-of-pocket expenses that have been allocated to a Portfolio shall be further allocated to the Institutional Class, if any, of such Portfolio based upon the number of accounts holding shares of such Class relative to the total number of accounts holding shares of all Classes in the Portfolio. The remaining amount of the Portfolio’s fiscal year-to-date out-of-pocket expenses shall be further allocated among accounts holding Class A, A2, A5, B, B5, C, C5, P, R, R5, S, Y, Invesco Cash Reserve and Investor Class Shares, as applicable, on the basis of fiscal year-to-date average net assets.
5. Definitions
     As used in this Fee Schedule, “Invesco Funds” shall mean all open-end investment companies and their series portfolios, sponsored by Invesco Advisers, Inc.

14

SIXTH AMENDED AND RESTATED
MEMORANDUM OF AGREEMENT
(Securities Lending Administrative Fee Waiver)
     This Sixth Amended and Restated Memorandum of Agreement is entered into as of the dates indicated on Exhibit “A” between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and Short-Term Investments Trust (each a “Fund” and collectively, the “Funds”), on behalf of the portfolios listed on Exhibit “A” to this Memorandum of Agreement (the “Portfolios”), and Invesco Advisers, Inc. (“Invesco”).
     For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Funds and Invesco agree as follows:
  1.   Each Fund, for itself and its Portfolios, and Invesco agree that until the expiration date, if any, of the commitment set forth on the attached Exhibit “A” occurs, as such Exhibit “A” is amended from time to time, Invesco has agreed that it will not charge any administrative fee under each Portfolio’s advisory agreement in connection with securities lending activities without prior approval from the Portfolio’s Board (such agreement is referred to as the “Waiver”).
 
  2.   Neither a Fund nor Invesco may remove or amend the Waiver to a Fund’s detriment prior to requesting and receiving the approval of the Portfolio’s Board to remove or amend the Waiver. Invesco will not have any right to reimbursement of any amount so waived.
     Unless a Fund, by vote of its Board of Trustees terminates the Waiver, or a Fund and Invesco are unable to reach an agreement on the amount of the Waiver to which the Fund and Invesco desire to be bound, the Waiver will continue indefinitely with respect to such Fund. Exhibit “A” will be amended to reflect the new date through which a Fund and Invesco agree to be bound.
     It is expressly agreed that the obligations of the Trusts hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of the Funds, as provided in each Trust’s Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of each Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of each Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust’s Agreement and Declaration of Trust.
     Nothing in this Memorandum of Agreement is intended to affect any other memorandum of agreement executed by any Fund or Invesco with respect to any other fee waivers, expense reimbursements and/or expense limitations.

 


 

     IN WITNESS WHEREOF, each Fund, on behalf of itself and its Portfolios listed in Exhibit “A” to this Memorandum of Agreement, and Invesco have entered into this Memorandum of Agreement as of the dates indicated on Exhibit “A”.
             
    AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
    AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
    AIM FUNDS GROUP (INVESCO FUNDS GROUP)
    AIM GROWTH SERIES (INVESCO GROWTH SERIES)
    AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
    AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
    AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
    AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
    AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
    AIM TREASURER’S SERIES TRUST (INVESCO TREASURER’S SERIES FUNDS)
    AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
    SHORT-TERM INVESTMENTS TRUST
 
           
 
  By:   /s/ John M. Zerr
 
   
 
 
Title:
 
Senior Vice President
   
 
           
    INVESCO ADVISERS, INC.
 
           
 
  By:   /s/ John M. Zerr
 
   
 
 
Title:
 
Senior Vice President
   

2


 

EXHIBIT “A”
AIM Counselor Series Trust (Invesco Counselor Series Trust)
         
PORTFOLIO   EFFECTIVE DATE   COMMITTED UNTIL *
Invesco Balanced Fund
  February 12, 2010    
Invesco California Tax-Free Income Fund
  February 12, 2010    
Invesco Core Plus Bond Fund
  June 2, 2009    
Invesco Dividend Growth Securities Fund
  February 12, 2010    
Invesco Equally-Weighted S&P 500 Fund
  February 12, 2010    
Invesco Floating Rate Fund
  April 14, 2006    
Invesco Fundamental Value Fund
  February 12, 2010    
Invesco Large Cap Relative Value Fund
  February 12, 2010    
Invesco Multi-Sector Fund
  November 25, 2003    
Invesco New York Tax-Free Income Fund
  February 12, 2010    
Invesco S&P 500 Index Fund
  February 12, 2010    
Invesco Select Real Estate Income Fund
  March 9, 2007    
Invesco Structured Core Fund
  March 31, 2006    
Invesco Structured Growth Fund
  March 31, 2006    
Invesco Structured Value Fund
  March 31, 2006    
Invesco Van Kampen American Franchise Fund
  February 12, 2010    
Invesco Van Kampen Core Equity Fund
  February 12, 2010    
Invesco Van Kampen Equity and Income Fund
  February 12, 2010    
Invesco Van Kampen Equity Premium Income Fund
  February 12, 2010    
Invesco Van Kampen Growth and Income Fund
  February 12, 2010    
Invesco Van Kampen Money Market Fund
  February 12, 2010    
Invesco Van Kampen Pennsylvania Tax Free Income Fund
  February 12, 2010    
Invesco Van Kampen Small Cap Growth Fund
  February 12, 2010    
Invesco Van Kampen Tax-Free Money Fund
  February 12, 2010    
AIM Equity Funds (Invesco Equity Funds)
         
PORTFOLIO   EFFECTIVE DATE   COMMITTED UNTIL *
Invesco Capital Development Fund
  June 21, 2000    
Invesco Charter Fund
  June 21, 2000    
Invesco Constellation Fund
  June 21, 2000    
Invesco Disciplined Equity Fund
  July 14, 2009    
Invesco Diversified Dividend Fund
  December 28, 2001    
Invesco Large Cap Basic Value Fund
  June 21, 2000    
Invesco Large Cap Growth Fund
  June 21, 2000    
Invesco Summit Fund
  July 24, 2000    
AIM Funds Group (Invesco Funds Group)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
Invesco Basic Balanced Fund
  September 28, 2001    
Invesco European Small Company Fund
  August 30, 2000    
Invesco Global Core Equity Fund
  December 27, 2000    
Invesco International Small Company Fund
  August 30, 2000    
Invesco Mid Cap Basic Value Fund
  December 27, 2001    
Invesco Select Equity Fund
  June 1, 2000    
Invesco Small Cap Equity Fund
  August 30, 2000    
 
*   Committed until the Fund or Invesco requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund.

A-1


 

AIM Growth Series (Invesco Growth Series)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
Invesco Basic Value Fund
  June 5, 2000    
Invesco Convertible Securities Fund
  February 12, 2010    
Invesco Global Equity Fund
  September 1, 2001    
Invesco Mid Cap Core Equity Fund
  September 1, 2001    
Invesco Small Cap Growth Fund
  September 11, 2000    
Invesco Van Kampen Asset Allocation Conservative Fund
  February 12, 2010    
Invesco Van Kampen Asset Allocation Growth Fund
  February 12, 2010    
Invesco Van Kampen Asset Allocation Moderate Fund
  February 12, 2010    
Invesco Van Kampen Harbor Fund
  February 12, 2010    
Invesco Van Kampen Leaders Fund
  February 12, 2010    
Invesco Van Kampen Real Estate Securities Fund
  February 12, 2010    
Invesco Van Kampen U.S. Mortgage Fund
  February 12, 2010    
AIM International Mutual Funds (Invesco International Mutual Funds)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
Invesco Asia Pacific Growth Fund
  June 21, 2000    
Invesco European Growth Fund
  June 21, 2000    
Invesco Global Growth Fund
  June 21, 2000    
Invesco Global Small & Mid Cap Growth Fund
  June 21, 2000    
Invesco International Growth Fund
  June 21, 2000    
Invesco International Core Equity Fund
  November 25, 2003    
AIM Investment Funds (Invesco Investment Funds)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
Invesco Alternative Opportunities Fund
  February 12, 2010    
Invesco Balanced-Risk Allocation Fund
  May 29, 2009    
Invesco China Fund
  March 31, 2006    
Invesco Commodities Strategy Fund
  February 12, 2010    
Invesco Developing Markets Fund
  September 1, 2001    
Invesco Emerging Market Local Currency Debt Fund
  June 14, 2010    
Invesco Endeavor Fund
  November 4, 2003    
Invesco FX Alpha Plus Strategy Fund
  February 12, 2010    
Invesco FX Alpha Strategy Fund
  February 12, 2010    
Invesco Global Advantage Fund
  February 12, 2010    
Invesco Global Dividend Growth Securities Fund
  February 12, 2010    
Invesco Global Fund
  November 4, 2003    
Invesco Global Health Care Fund
  September 1, 2001    
Invesco Health Sciences Fund
  February 12, 2010    
Invesco International Growth Equity Fund
  February 12, 2010    
Invesco International Total Return Fund
  March 31, 2006    
Invesco Japan Fund
  March 31, 2006    
Invesco LIBOR Alpha Fund
  March 31, 2006    
Invesco Pacific Growth Fund
  February 12, 2010    
Invesco Small Companies Fund
  November 4, 2003    
Invesco Van Kampen Emerging Markets Fund
  February 12, 2010    
 
*   Committed until the Fund or Invesco requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund.

A-2


 

         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
Invesco Van Kampen Global Bond Fund
  February 12, 2010    
Invesco Van Kampen Global Equity Allocation Fund
  February 12, 2010    
Invesco Van Kampen Global Franchise Fund
  February 12, 2010    
Invesco Van Kampen Global Tactical Asset Allocation Fund
  February 12, 2010    
Invesco Van Kampen International Advantage Fund
  February 12, 2010    
Invesco Van Kampen International Growth Fund
  February 12, 2010    
AIM Investment Securities Funds (Invesco Investment Securities Funds)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
Invesco Core Bond Fund
  December 28, 2001    
Invesco Dynamics Fund
  November 25, 2003    
Invesco Global Real Estate Fund
  April 29, 2005    
Invesco High Yield Fund
  June 1, 2000    
Invesco High Yield Securities Fund
  February 12, 2010    
Invesco Income Fund
  June 1, 2000    
Invesco Limited Maturity Treasury Fund
  June 1, 2000    
Invesco Money Market Fund
  June 1, 2000    
Invesco Municipal Bond Fund
  June 1, 2000    
Invesco Real Estate Fund
  September 11, 2000    
Invesco Short Term Bond Fund
  August 29, 2002    
Invesco U.S. Government Fund
  June 1, 2000    
Invesco Van Kampen Core Plus Fixed Income Fund
  February 12, 2010    
Invesco Van Kampen Corporate Bond Fund
  February 12, 2010    
Invesco Van Kampen Government Securities Fund
  February 12, 2010    
Invesco Van Kampen High Yield Fund
  February 12, 2010    
Invesco Van Kampen Limited Duration Fund
  February 12, 2010    
AIM Sector Funds (Invesco Sector Funds)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
Invesco Energy Fund
  November 25, 2003    
Invesco Financial Services Fund
  November 25, 2003    
Invesco Gold & Precious Metals Fund
  November 25, 2003    
Invesco Leisure Fund
  November 25, 2003    
Invesco Mid-Cap Value Fund
  February 12, 2010    
Invesco Small-Mid Special Value Fund
  February 12, 2010    
Invesco Special Value Fund
  February 12, 2010    
Invesco Technology Fund
  November 25, 2003    
Invesco Technology Sector Fund
  February 12, 2010    
Invesco U.S. Mid Cap Value Fund
  February 12, 2010    
Invesco U.S. Small Cap Value Fund
  February 12, 2010    
Invesco U.S. Small/Mid Cap Value Fund
  February 12, 2010    
Invesco Utilities Fund
  November 25, 2003    
Invesco Value Fund
  February 12, 2010    
Invesco Value II Fund
  February 12, 2010    
Invesco Van Kampen American Value Fund
  February 12, 2010    
Invesco Van Kampen Capital Growth Fund
  February 12, 2010    
Invesco Van Kampen Comstock Fund
  February 12, 2010    
Invesco Van Kampen Enterprise Fund
  February 12, 2010    
Invesco Van Kampen Mid Cap Growth Fund
  February 12, 2010    
Invesco Van Kampen Small Cap Value Fund
  February 12, 2010    
 
*   Committed until the Fund or Invesco requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund.

A-3


 

         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
Invesco Van Kampen Technology Sector Fund
  February 12, 2010    
Invesco Van Kampen Utility Fund
  February 12, 2010    
Invesco Van Kampen Value Opportunities Fund
  February 12, 2010    
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
Invesco High Income Municipal Fund
  June 1, 2000    
Invesco Municipal Fund
  February 12, 2010    
Invesco Tax-Exempt Cash Fund
  June 1, 2000    
Invesco Tax-Exempt Securities Fund
  February 12, 2010    
Invesco Tax-Free Intermediate Fund
  June 1, 2000    
Invesco Van Kampen California Insured Tax Free Fund
  February 12, 2010    
Invesco Van Kampen High Yield Municipal Fund
  February 12, 2010    
Invesco Van Kampen Insured Tax Free Income Fund
  February 12, 2010    
Invesco Van Kampen Intermediate Term Municipal Income Fund
  February 12, 2010    
Invesco Van Kampen Municipal Income Fund
  February 12, 2010    
Invesco Van Kampen New York Tax Free Income Fund
  February 12, 2010    
AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
Premier Portfolio
  November 25, 2003    
Premier Tax-Exempt Portfolio
  November 25, 2003    
Premier U.S. Government Money Portfolio
  November 25, 2003    
AIM Variable Insurance Funds (Invesco Insurance Funds)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
Invesco V.I. Basic Balanced Fund
  May 1, 2000    
Invesco V.I. Basic Value Fund
  September 10, 2001    
Invesco V.I. Capital Appreciation Fund
  May 1, 2000    
Invesco V.I. Capital Development Fund
  May 1, 2000    
Invesco V.I. Core Equity Fund
  May 1, 2000    
Invesco V.I. Diversified Income Fund
  May 1, 2000    
Invesco V.I. Dividend Growth Fund
  February 9, 2010    
Invesco V.I. Dynamics Fund
  April 30, 2004    
Invesco V.I. Financial Services Fund
  April 30, 2004    
Invesco V.I. Global Dividend Growth Fund
  February 9, 2010    
Invesco V.I. Global Health Care Fund
  April 30, 2004    
Invesco V.I. Global Real Estate Fund
  April 30, 2004    
Invesco V.I. Government Securities Fund
  May 1, 2000    
Invesco V.I. High Yield Fund
  May 1, 2000    
Invesco V.I. High Yield Fund
  February 12, 2010    
Invesco V.I. Income Builder Fund
  February 12, 2010    
Invesco V.I. International Growth Fund
  May 1, 2000    
Invesco V.I. Large Cap Growth Fund
  September 1, 2003    
Invesco V.I. Leisure Fund
  April 30, 2004    
Invesco V.I. Mid Cap Core Equity Fund
  September 10, 2001    
 
*   Committed until the Fund or Invesco requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund.

A-4


 

         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
Invesco V.I. Money Market Fund
  May 1, 2000    
Invesco V.I. PowerShares ETF Allocation Fund
  October 22, 2008    
Invesco V.I. S&P 500 Index Fund
  February 12, 2010    
Invesco V.I. Select Dimensions Balanced Fund
  February 12, 2010    
Invesco V.I. Select Dimensions Dividend Growth Fund
  February 12, 2010    
Invesco V.I. Select Dimensions Equally-Weighted S&P 500 Fund
  February 12, 2010    
Invesco V.I. Small Cap Equity Fund
  September 1, 2003    
Invesco V.I. Technology Fund
  April 30, 2004    
Invesco V.I. Utilities Fund
  April 30, 2004    
Invesco Van Kampen V.I. Capital Growth Fund
  February 12, 2010    
Invesco Van Kampen V.I. Comstock Fund
  February 12, 2010    
Invesco Van Kampen V.I. Equity and Income Fund
  February 12, 2010    
Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund
  February 12, 2010    
Invesco Van Kampen V.I. Global Value Equity Fund
  February 12, 2010    
Invesco Van Kampen V.I. Government Fund
  February 12, 2010    
Invesco Van Kampen V.I. Growth and Income Fund
  February 12, 2010    
Invesco Van Kampen V.I. High Yield Fund
  February 12, 2010    
Invesco Van Kampen V.I. International Growth Equity Fund
  February 12, 2010    
Invesco Van Kampen V.I. Mid Cap Growth Fund
  February 12, 2010    
Invesco Van Kampen V.I. Mid Cap Value Fund
  February 12, 2010    
Invesco Van Kampen V.I. Value Fund
  February 12, 2010    
Short-Term Investments Trust
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
Government & Agency Portfolio
  June 1, 2000    
Government TaxAdvantage Portfolio
  June 1, 2000    
Liquid Assets Portfolio
  June 1, 2000    
STIC Prime Portfolio
  June 1, 2000    
Tax-Free Cash Reserve Portfolio
  June 1, 2000    
Treasury Portfolio
  June 1, 2000    
 
*   Committed until the Fund or Invesco requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund.

A-5

MEMORANDUM OF AGREEMENT
(Advisory Fee Waivers)
     This Memorandum of Agreement is entered into as of the effective date on the attached Exhibit A and B (each an “Exhibit” or, collectively the “Exhibits”), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and Short-Term Investments Trust (each a “Trust” or, collectively, the “Trusts”), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the “Funds”), and Invesco Advisers, Inc. (“Invesco”). Invesco shall and hereby agrees to waive fees of the Funds, on behalf of their respective classes as applicable, severally and not jointly, as indicated in the Exhibits.
     For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree that until at least the expiration date set forth on Exhibit A (the “Expiration Date”) and with respect to those Funds listed on the Exhibit, Invesco will waive its advisory fees at the rate set forth on the Exhibit.
     For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco Aim agree as follows:
  1.   Each Trust, for itself and its Funds, and Invesco agree that until the expiration date, if any, of the commitment set forth on the attached Exhibit B occurs, as such Exhibit B is amended from time to time, Invesco will waive advisory fees payable by an Investing Trust in an amount equal to 100% of the net advisory fee Invesco receives on the Uninvested Cash (defined below) from the Affiliated Money Market Fund (defined below) in which the Investing Trust invests (the “Waiver”).
  i.   Invesco’s Fund Accounting Group will calculate, and apply, the Waiver monthly, based upon the average investment of Uninvested Cash made by the Investing Trust during the previous month in an Affiliated Money Market Fund.
 
  ii.   The Waiver will not apply to those investing Trusts that do not charge an advisory fee, either due to the terms of their advisory agreement, or as a result of contractual or voluntary fee waivers.
 
  iii.   The Waiver will not apply to cash collateral for securities lending.
For purposes of the paragraph above, the following terms shall have the following meanings:
(a) “Affiliated Money Market Fund” — any existing or future Trust that holds itself out as a money market fund and complies with Rule 2a-7 under the Investment Company Act of 1940, as amended; and
(b) “Uninvested Cash” — cash available and uninvested by a Trust that may result from a variety of sources, including dividends or interest received on portfolio securities, unsettled securities transactions, strategic reserves, matured investments, proceeds from liquidation of investment securities, dividend payments, or new investor capital.

1


 

  2.   Neither a Trust nor Invesco may remove or amend the Waiver to a Trust’s detriment prior to requesting and receiving the approval of the Board of Trustee of the applicable Fund’s Trust to remove or amend such Waiver. Invesco will not have any right to reimbursement of any amount so waived.
     The Boards of Trustees and Invesco may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. Invesco will not have any right to reimbursement of any amount so waived or reimbursed.
     Subject to the foregoing paragraphs, each of the Trusts and Invesco agree to review the then-current waivers for each class of the Funds listed on the Exhibits on a date prior to the Expiration Date to determine whether such waivers should be amended, continued or terminated. The waivers will expire upon the Expiration Date unless the Trusts and Invesco have agreed to continue them. The Exhibits will be amended to reflect any such agreement.
     It is expressly agreed that the obligations of the Trusts hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of the Funds, as provided in each Trust’s Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of each Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of each Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust’s Agreement and Declaration of Trust.
     IN WITNESS WHEREOF, each of the Trusts, on behalf of itself and its Funds listed in Exhibit A and B to this Memorandum of Agreement, and Invesco have entered into this Memorandum of Agreement as of the Effective Date on the attached Exhibits.
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
AIM TREASURER’S SERIES TRUST (INVESCO TREASURER’S SERIES TRUST)
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in the Exhibit
to this Memorandum of Agreement
             
 
  By:   /s/ John M. Zerr    
 
           
 
           
 
  Title:   Senior Vice President    
 
           
    INVESCO ADVISERS, INC.
 
           
 
  By:   /s/ John M. Zerr    
 
           
 
           
 
  Title:   Senior Vice President    

2


 

Exhibit A to Advisory Fee MOA
             
AIM Equity Funds            
(Invesco Equity           Expiration
Funds)   Waiver Description   Effective Date   Date
Invesco Charter Fund
  Invesco will waive advisory fees to the extent necessary so that advisory fees Invesco receives do not exceed the annualized rates listed below.   1/1/2005   12/31/2012
 
           
 
  0.75% of the first $150M        
 
  0.615% of the next $4.85B        
 
  0.57% of the next $2.5B        
 
  0.545% of the next $2.5B        
 
  0.52% of the excess over $10B        
 
           
Invesco Constellation Fund
  Invesco will waive advisory fees to the extent necessary so that advisory fees Invesco receives do not exceed the annualized rates listed below.   3/27/2006   12/31/2012
 
           
 
  0.695% of the first $250M
0.615% of the next $4B
       
 
  0.595% of the next $750M        
 
  0.57% of the next $2.5B        
 
  0.545% of the next $2.5B        
 
  0.52% of the excess over $10B        
             
AIM Funds Group            
(Invesco Funds           Expiration
Group)   Waiver Description   Effective Date   Date
Invesco Basic Balanced Fund
  Invesco will waive advisory fees to the extent necessary so that advisory fees Invesco receives do not exceed the annualized rates listed below.   1/1/2005   12/31/2012
 
           
 
  0.62% of the first $250M        
 
  0.605% of the next $250M        
 
  0.59% of the next $500M        
 
  0.575% of the next $1.5B        
 
  0.56% of the next $2.5B        
 
  0.545% of the next $2.5B        
 
  0.53% of the next $2.5B        
 
  0.515% of the excess over $10B        

3


 

             
AIM Tax-Exempt            
Funds (Invesco Tax-           Expiration
Exempt Funds)   Waiver Description   Effective Date   Date
Invesco Van Kampen Intermediate Term Municipal Income Fund
  Invesco will waive advisory fees in the amount of 0.10% of the Fund’s average daily net assets   2/12/2010   6/30/2012
 
           
Invesco Van Kampen New York Tax Free Income Fund
  Invesco will waive advisory fees in the amount of 0.25% of the Fund’s average daily net assets   2/12/2010   6/30/2012
 
AIM Treasurer’s            
Series Trust            
(Invesco Treasurer’s           Expiration
Series Trust)   Waiver Description   Effective Date   Date
Premier Portfolio
  Invesco will waive advisory fees in the amount of 0.03% of the Fund’s average daily net assets   2/25/2005   12/31/2011
 
           
Premier U.S. Government Money Portfolio
  Invesco will waive advisory fees in the amount of 0.05% of the Fund’s average daily net assets   2/25/2005   12/31/2011
 
AIM Variable            
Insurance Funds            
(Invesco Variable           Expiration
Insurance Funds)   Waiver Description   Effective Date   Date
Invesco V. I. Basic Balanced Fund
  Invesco will waive advisory fees to the extent necessary so that advisory fees Invesco receives do not exceed the annualized rates listed below.   1/1/2010   04/30/2011
 
           
 
  0.62% of the first $250M        
 
  0.605% of the next $250M        
 
  0.59% of the next $500M        
 
  0.575% of the next $1.5B        
 
  0.56% of the next $2.5B        
 
  0.545% of the next $2.5B
0.53% of the next $2.5B
       
 
  0.515% of the excess over $10B        
 
           
Invesco V. I. Capital Development Fund
  Invesco will waive advisory fees to the extent necessary so that advisory fees Invesco receives do not exceed the annualized rates listed below.   1/1/2005   4/30/2011
 
           
 
  0.745% of the first $250M        
 
  0.73% of the next $250M        
 
  0.715% of the next $500M        
 
  0.70% of the next $1.5B        
 
  0.685% of the next $2.5B        
 
  0.67% of the next $2.5B        
 
  0.655% of the next $2.5B        
 
  0.64% of the excess over $10B        

4


 

EXHIBIT “B”
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
         
PORTFOLIO   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Balanced Fund
  February 12, 2010   June 30, 2011
Invesco California Tax-Free Income Fund
  February 12, 2010   June 30, 2011
Invesco Core Plus Bond Fund
  June 2, 2009   June 30, 2011
Invesco Dividend Growth Securities Fund
  February 12, 2010   June 30, 2011
Invesco Equally-Weighted S&P 500 Fund
  February 12, 2010   June 30, 2011
Invesco Floating Rate Fund
  July 1, 2007   June 30, 2011
Invesco Fundamental Value Fund
  February 12, 2010   June 30, 2011
Invesco Large Cap Relative Value Fund
  February 12, 2010   June 30, 2011
Invesco Multi-Sector Fund
  July 1, 2007   June 30, 2011
Invesco New York Tax-Free Income Fund
  February 12, 2010   June 30, 2011
Invesco S&P 500 Index Fund
  February 12, 2010   June 30, 2011
Invesco Select Real Estate Income Fund
  July 1, 2007   June 30, 2011
Invesco Structured Core Fund
  July 1, 2007   June 30, 2011
Invesco Structured Growth Fund
  July 1, 2007   June 30, 2011
Invesco Structured Value Fund
  July 1, 2007   June 30, 2011
Invesco Van Kampen American Franchise Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Core Equity Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Equity and Income Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Equity Premium Income Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Growth and Income Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Pennsylvania Tax Free Income Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Small Cap Growth Fund
  February 12, 2010   June 30, 2011
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
         
PORTFOLIO   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Capital Development Fund
  July 1, 2007   June 30, 2011
Invesco Charter Fund
  July 1, 2007   June 30, 2011
Invesco Constellation Fund
  July 1, 2007   June 30, 2011
Invesco Disciplined Equity Fund
  July 14, 2009   June 30, 2011
Invesco Diversified Dividend Fund
  July 1, 2007   June 30, 2011
Invesco Large Cap Basic Value Fund
  July 1, 2007   June 30, 2011
Invesco Large Cap Growth Fund
  July 1, 2007   June 30, 2011
Invesco Summit Fund
  July 1, 2007   June 30, 2011
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Basic Balanced Fund
  July 1, 2007   June 30, 2011
Invesco European Small Company Fund
  July 1, 2007   June 30, 2011
Invesco Global Core Equity Fund
  July 1, 2007   June 30, 2011
Invesco International Small Company Fund
  July 1, 2007   June 30, 2011
Invesco Mid Cap Basic Value Fund
  July 1, 2007   June 30, 2011
Invesco Select Equity Fund
  July 1, 2007   June 30, 2011
Invesco Small Cap Equity Fund
  July 1, 2007   June 30, 2011
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Basic Value Fund
  July 1, 2007   June 30, 2011
Invesco Convertible Securities Fund
  February 12, 2010   June 30, 2011

5


 

         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Global Equity Fund
  July 1, 2007   June 30, 2011
Invesco Mid Cap Core Equity Fund
  July 1, 2007   June 30, 2011
Invesco Small Cap Growth Fund
  July 1, 2007   June 30, 2011
Invesco Van Kampen Asset Allocation Conservative Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Asset Allocation Growth Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Asset Allocation Moderate Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Harbor Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Leaders Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Real Estate Securities Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen U.S. Mortgage Fund
  February 12, 2010   June 30, 2011
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Asia Pacific Growth Fund
  July 1, 2007   June 30, 2011
Invesco European Growth Fund
  July 1, 2007   June 30, 2011
Invesco Global Growth Fund
  July 1, 2007   June 30, 2011
Invesco Global Small & Mid Cap Growth Fund
  July 1, 2007   June 30, 2011
Invesco International Growth Fund
  July 1, 2007   June 30, 2011
Invesco International Core Equity Fund
  July 1, 2007   June 30, 2011
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Alternative Opportunities Fund
  February 12, 2010   June 30, 2011
Invesco Balanced-Risk Allocation Fund *
  May 29, 2009   June 30, 2011
Invesco China Fund
  July 1, 2007   June 30, 2011
Invesco Commodities Strategy Fund **
  February 12, 2010   June 30, 2011
Invesco Developing Markets Fund
  July 1, 2007   June 30, 2011
Invesco Emerging Market Local Currency Debt Fund
  June 14, 2010   June 30, 2011
Invesco Endeavor Fund
  July 1, 2007   June 30, 2011
Invesco FX Alpha Plus Strategy Fund
  February 12, 2010   June 30, 2011
Invesco FX Alpha Strategy Fund
  February 12, 2010   June 30, 2011
Invesco Global Advantage Fund
  February 12, 2010   June 30, 2011
Invesco Global Dividend Growth Securities Fund
  February 12, 2010   June 30, 2011
Invesco Global Fund
  July 1, 2007   June 30, 2011
Invesco Global Health Care Fund
  July 1, 2007   June 30, 2011
Invesco Health Sciences Fund
  February 12, 2010   June 30, 2011
Invesco International Growth Equity Fund
  February 12, 2010   June 30, 2011
Invesco International Total Return Fund
  July 1, 2007   June 30, 2011
Invesco Japan Fund
  July 1, 2007   June 30, 2011
Invesco LIBOR Alpha Fund
  July 1, 2007   June 30, 2011
Invesco Pacific Growth Fund
  February 12, 2010   June 30, 2011
Invesco Small Companies Fund
  July 1, 2007   June 30, 2011
Invesco Van Kampen Emerging Markets Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Global Bond Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Global Equity Allocation Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Global Franchise Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Global Tactical Asset Allocation Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen International Advantage Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen International Growth Fund
  February 12, 2010   June 30, 2011
 
*   Advisory fees to be waived by Invesco for Invesco Balanced-Risk Allocation Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund I, Ltd. invests.
 
**   Advisory fees to be waived by Invesco for Invesco Commodities Strategy Fund also include advisory fees that Invesco receives on the Uninvested Cash from the Affiliated Money Market Fund in which Invesco Cayman Commodity Fund II, Ltd. invests.

6


 

AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Core Bond Fund
  July 1, 2007   June 30, 2011
Invesco Dynamics Fund
  July 1, 2007   June 30, 2011
Invesco Global Real Estate Fund
  July 1, 2007   June 30, 2011
Invesco High Yield Fund
  July 1, 2007   June 30, 2011
Invesco High Yield Securities Fund
  February 12, 2010   June 30, 2011
Invesco Income Fund
  July 1, 2007   June 30, 2011
Invesco Limited Maturity Treasury Fund
  July 1, 2007   June 30, 2011
Invesco Money Market Fund
  July 1, 2007   June 30, 2011
Invesco Municipal Bond Fund
  July 1, 2007   June 30, 2011
Invesco Real Estate Fund
  July 1, 2007   June 30, 2011
Invesco Short Term Bond Fund
  July 1, 2007   June 30, 2011
Invesco U.S. Government Fund
  July 1, 2007   June 30, 2011
Invesco Van Kampen Core Plus Fixed Income Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Corporate Bond Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Government Securities Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen High Yield Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Limited Duration Fund
  February 12, 2010   June 30, 2011
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Energy Fund
  July 1, 2007   June 30, 2011
Invesco Financial Services Fund
  July 1, 2007   June 30, 2011
Invesco Gold & Precious Metals Fund
  July 1, 2007   June 30, 2011
Invesco Leisure Fund
  July 1, 2007   June 30, 2011
Invesco Mid-Cap Value Fund
  February 12, 2010   June 30, 2011
Invesco Small-Mid Special Value Fund
  February 12, 2010   June 30, 2011
Invesco Special Value Fund
  February 12, 2010   June 30, 2011
Invesco Technology Fund
  July 1, 2007   June 30, 2011
Invesco Technology Sector Fund
  February 12, 2010   June 30, 2011
Invesco U.S. Mid Cap Value Fund
  February 12, 2010   June 30, 2011
Invesco U.S. Small Cap Value Fund
  February 12, 2010   June 30, 2011
Invesco U.S. Small/Mid Cap Value Fund
  February 12, 2010   June 30, 2011
Invesco Utilities Fund
  July 1, 2007   June 30, 2011
Invesco Value Fund
  February 12, 2010   June 30, 2011
Invesco Value II Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen American Value Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Capital Growth Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Comstock Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Enterprise Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Mid Cap Growth Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Small Cap Value Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Technology Sector Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Utility Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Value Opportunities Fund
  February 12, 2010   June 30, 2011
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco High Income Municipal Fund
  July 1, 2007   June 30, 2011
Invesco Municipal Fund
  February 12, 2010   June 30, 2011
Invesco Tax-Exempt Cash Fund
  July 1, 2007   June 30, 2011
Invesco Tax-Exempt Securities Fund
  February 12, 2010   June 30, 2011

7


 

         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Tax-Free Intermediate Fund
  July 1, 2007   June 30, 2011
Invesco Van Kampen California Insured Tax Free Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen High Yield Municipal Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Insured Tax Free Income Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Intermediate Term Municipal Income Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen Municipal Income Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen New York Tax Free Income Fund
  February 12, 2010   June 30, 2011
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco V.I. Basic Balanced Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Basic Value Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Capital Appreciation Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Capital Development Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Core Equity Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Diversified Income Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Dividend Growth Fund
  February 12, 2010   June 30, 2011
Invesco V.I. Dynamics Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Financial Services Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Global Dividend Growth Fund
  February 12, 2010   June 30, 2011
Invesco V.I. Global Health Care Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Global Multi-Asset Fund
  October 22, 2008   June 30, 2011
Invesco V.I. Global Real Estate Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Government Securities Fund
  July 1, 2007   June 30, 2011
Invesco V.I. High Yield Fund
  July 1, 2007   June 30, 2011
Invesco V.I. High Yield Securities Fund
  February 12, 2010   June 30, 2011
Invesco V.I. Income Builder Fund
  February 12, 2010   June 30, 2011
Invesco V.I. International Growth Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Large Cap Growth Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Leisure Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Mid Cap Core Equity Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Money Market Fund
  July 1, 2007   June 30, 2011
Invesco V.I. S&P 500 Index Fund
  February 12, 2010   June 30, 2011
Invesco V.I. Select Dimensions Balanced Fund
  February 12, 2010   June 30, 2011
Invesco V.I. Select Dimensions Dividend Growth Fund
  February 12, 2010   June 30, 2011
Invesco V.I. Select Dimensions Equally-Weighted S&P 500 Fund
  February 12, 2010   June 30, 2011
Invesco V.I. Small Cap Equity Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Technology Fund
  July 1, 2007   June 30, 2011
Invesco V.I. Utilities Fund
  July 1, 2007   June 30, 2011
Invesco Van Kampen V.I. Capital Growth Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen V.I. Comstock Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen V.I. Equity and Income Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen V.I. Global Value Equity Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen V.I. Government Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen V.I. Growth and Income Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen V.I. High Yield Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen V.I. International Growth Equity Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen V.I. Mid Cap Growth Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen V.I. Mid Cap Value Fund
  February 12, 2010   June 30, 2011
Invesco Van Kampen V.I. Value Fund
  February 12, 2010   June 30, 2011

8


 

SHORT-TERM INVESTMENTS TRUST
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Government TaxAdvantage Portfolio
  July 1, 2007   June 30, 2011
STIC Prime Portfolio
  July 1, 2007   June 30, 2011
Treasury Portfolio
  July 1, 2007   June 30, 2011

9

MEMORANDUM OF AGREEMENT
(Expense Limitations)
     This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (the “Exhibits”), between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and Short-Term Investments Trust (each a “Trust” or, collectively, the “Trusts”), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the “Funds”), and Invesco Advisers, Inc. (“Invesco”). Invesco shall and hereby agrees to waive fees or reimburse expenses of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibits.
     For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and Invesco agree as follows:
     For the Contractual Limits (listed in Exhibits A – C), the Trusts and Invesco agree until at least the expiration date set forth on the attached Exhibits A – C (the “Expiration Date”) that Invesco will waive its fees or reimburse expenses to the extent that expenses of a class of a Fund (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; (v) expenses related to a merger or reorganization, as approved by the Funds’ Boards of Trustees; (vi) expenses of the underlying funds that are paid indirectly as a result of share ownership of the underlying funds; and (vii) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable) exceed the rate, on an annualized basis, set forth on the Exhibits of the average daily net assets allocable to such class. Notwithstanding the foregoing, for Funds indicated on Exhibits A – C with an asterisk, Invesco will waive its fees or reimburse expenses to the extent that total annual fund operating expenses after fee waiver and/or expense reimbursement of a class of a Fund (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; (v) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable) exceed the rate, on an annualized basis, set forth on the Exhibits of the average daily net assets allocable to such class. Acquired fund fees and expenses are not fees or expenses incurred by a fund directly but are expenses of the investment companies in which a fund invests. These fees and expenses are incurred indirectly through the valuation of a fund’s investment in these investment companies. Acquired fund fees and expenses are required to be disclosed and included in the total annual fund operating expenses in the prospectus fee table. As a result, the net total annual fund operating expenses shown in the prospectus fee table may exceed the expense limits reflected in Exhibits A-C. With regard to the Contractual Limits, the Board of Trustees of the Trust and Invesco may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. Invesco will not have any right to reimbursement of any amount so waived or reimbursed.
     For the Contractual Limits, each of the Trusts and Invesco agree to review the then-current expense limitations for each class of each Fund listed on the Exhibits on a date prior to the Expiration Date to determine whether such limitations should be amended, continued or terminated. The expense limitations will expire upon the Expiration Date unless the Trusts and Invesco have agreed to continue them. The Exhibits will be amended to reflect any such agreement.
     For the Voluntary Limits (listed in Exhibits A – C), the Trusts and Invesco agree that these are not contractual in nature and that Invesco may establish, amend and/or terminate such expense limitations at any time in its sole discretion after consultation with the Funds’ Boards of Trustees. Any delay or failure by Invesco to update this Memorandum of Agreement with regards to the terminations, extensions, or expirations of the Voluntary Limits shall have no effect on the term of such Voluntary Limitations; the Voluntary Limitations are listed herein for informational purposes only.
     It is expressly agreed that the obligations of each Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall

 


 

only bind the assets and property of each Fund, as provided in each Trust’s Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of the Trusts, and this Memorandum of Agreement has been executed and delivered by an authorized officer of the Trusts acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust’s Agreement and Declaration of Trust.
     IN WITNESS WHEREOF, each of the Trusts and Invesco have entered into this Memorandum of Agreement as of the Effective Dates on the attached Exhibits.
         
  AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in the Exhibits
to this Memorandum of Agreement
 
  By:   /s/ John M. Zerr   
 
Title: Senior Vice President 
 
       
 
  INVESCO ADVISERS, INC.
 
 
  By:   /s/ John M. Zerr   
 
Title: Senior Vice President 
 
       
 

2


 

as of July 1, 2010
EXHIBIT “A” – RETAIL FUNDS 1
AIM Counselor Series Trust (Invesco Counselor Series Trust)
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Balanced Fund *
                               
Class A Shares
  Contractual     1.10 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.85 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.85 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.85 %   February 12, 2010   June 30, 2012
 
                               
Invesco California Tax-Free Income Fund *
                               
Class A Shares
  Contractual     0.85 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.35 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.35 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.60 %   February 12, 2010   June 30, 2012
 
                               
Invesco Core Plus Bond Fund
                               
Class A Shares
  Contractual     0.90 %   June 2, 2009   December 31, 2011
Class B Shares
  Contractual     1.65 %   June 2, 2009   December 31, 2011
Class C Shares
  Contractual     1.65 %   June 2, 2009   December 31, 2011
Class R Shares
  Contractual     1.15 %   June 2, 2009   December 31, 2011
Class Y Shares
  Contractual     0.65 %   June 2, 2009   December 31, 2011
Institutional Class Shares
  Contractual     0.65 %   June 2, 2009   December 31, 2011
 
                               
Invesco Dividend Growth Securities Fund *
                               
Class A Shares
  Contractual     0.95 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.70 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.70 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.70 %   February 12, 2010   June 30, 2012
 
                               
Invesco Equally-Weighted S&P 500 Fund *
                               
Class A Shares
  Contractual     0.75 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.50 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.50 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.00 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.50 %   February 12, 2010   June 30, 2012
 
                               
Invesco Floating Rate Fund
                               
Class A Shares
  Contractual     1.50 %   April 14, 2006   December 31, 2011
Class C Shares
  Contractual     2.00 %   April 14, 2006   December 31, 2011
Class R Shares
  Contractual     1.75 %   April 14, 2006   December 31, 2011
Class Y Shares
  Contractual     1.25 %   October 3, 2008   December 31, 2011
Institutional Class Shares
  Contractual     1.25 %   April 14, 2006   December 31, 2011
 
                               
Invesco Fundamental Value Fund *
                               
Class A Shares
  Contractual     1.65 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.40 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.40 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.40 %   February 12, 2010   June 30, 2012
 
                               
Invesco Large Cap Relative Value Fund *
                               
Class A Shares
  Contractual     0.95 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.70 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.70 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.70 %   February 12, 2010   June 30, 2012
See page 21 for footnotes to Exhibit A.

3


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Multi-Sector Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   December 31, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   December 31, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   December 31, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   December 31, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   December 31, 2011
 
                               
Invesco New York Tax-Free Income Fund *
                               
Class A Shares
  Contractual     0.90 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.40 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.40 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.65 %   February 12, 2010   June 30, 2012
 
                               
Invesco S&P 500 Index Fund *
                               
Class A Shares
  Contractual     0.65 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.40 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.40 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.40 %   February 12, 2010   June 30, 2012
 
                               
Invesco Select Real Estate Income Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   December 31, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   December 31, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   December 31, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   December 31, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   December 31, 2011
 
                               
Invesco Structured Core Fund
                               
Class A Shares
  Contractual     1.00 %   July 1, 2009   December 31, 2011
Class B Shares
  Contractual     1.75 %   July 1, 2009   December 31, 2011
Class C Shares
  Contractual     1.75 %   July 1, 2009   December 31, 2011
Class R Shares
  Contractual     1.25 %   July 1, 2009   December 31, 2011
Class Y Shares
  Contractual     0.75 %   July 1, 2009   December 31, 2011
Investor Class Shares
  Contractual     1.00 %   July 1, 2009   December 31, 2011
Institutional Class Shares
  Contractual     0.75 %   July 1, 2009   December 31, 2011
 
                               
Invesco Structured Growth Fund
                               
Class A Shares
  Contractual     1.00 %   March 31, 2006   December 31, 2011
Class B Shares
  Contractual     1.75 %   March 31, 2006   December 31, 2011
Class C Shares
  Contractual     1.75 %   March 31, 2006   December 31, 2011
Class R Shares
  Contractual     1.25 %   March 31, 2006   December 31, 2011
Class Y Shares
  Contractual     0.75 %   October 3, 2008   December 31, 2011
Institutional Class Shares
  Contractual     0.75 %   March 31, 2006   December 31, 2011
 
                               
Invesco Structured Value Fund
                               
Class A Shares
  Contractual     1.00 %   March 31, 2006   December 31, 2011
Class B Shares
  Contractual     1.75 %   March 31, 2006   December 31, 2011
Class C Shares
  Contractual     1.75 %   March 31, 2006   December 31, 2011
Class R Shares
  Contractual     1.25 %   March 31, 2006   December 31, 2011
Class Y Shares
  Contractual     0.75 %   October 3, 2008   December 31, 2011
Institutional Class Shares
  Contractual     0.75 %   March 31, 2006   December 31, 2011
 
                               
Invesco Van Kampen American Franchise Fund *
                               
Class A Shares
  Contractual     1.35 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.10 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.10 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.10 %   February 12, 2010   June 30, 2012
See page 21 for footnotes to Exhibit A.

4


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Van Kampen Core Equity Fund *
                               
Class A Shares
  Contractual     1.20 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.95 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.95 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.45 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.95 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Equity and Income Fund *
                               
Class A Shares
  Contractual     0.82 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.57 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.57 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.07 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.57 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     0.57 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Equity Premium Income Fund *
                               
Class A Shares
  Contractual     1.24 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.99 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.99 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.99 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Growth and Income Fund *
                               
Class A Shares
  Contractual     0.88 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.63 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.63 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.13 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.63 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     0.63 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Pennsylvania Tax Free Income Fund *
                               
Class A Shares
  Contractual     1.13 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.88 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.88 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.88 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Small Cap Growth Fund *
                               
Class A Shares
  Contractual     1.38 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.13 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.13 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.13 %   February 12, 2010   June 30, 2012
AIM Equity Funds (Invesco Equity Funds)
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Capital Development Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
See page 21 for footnotes to Exhibit A.

5


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Charter Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class S Shares
  Contractual     1.90 %   September 25, 2009   February 28, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
 
                               
Invesco Constellation Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
 
                               
Invesco Disciplined Equity Fund
                               
Class Y Shares
  Contractual     1.75 %   July 14, 2009   February 28, 2011
 
                               
Invesco Diversified Dividend Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
 
                               
Invesco Large Cap Basic Value Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
 
                               
Invesco Large Cap Growth Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
 
                               
Invesco Summit Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class P Shares
  Contractual     1.85 %   July 1, 2009   February 28, 2011
Class S Shares
  Contractual     1.90 %   September 25, 2009   February 28, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
See page 21 for footnotes to Exhibit A.

6


 

as of July 1, 2010
AIM Funds Group (Invesco Funds Group)
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Basic Balanced Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2011
 
                               
Invesco European Small Company Fund
                               
Class A Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
 
                               
Invesco Global Core Equity Fund
                               
Class A Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
 
                               
Invesco International Small Company Fund
                               
Class A Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
 
                               
Invesco Mid Cap Basic Value Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2011
 
                               
Invesco Select Equity Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2011
 
                               
Invesco Small Cap Equity Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2011
See page 21 for footnotes to Exhibit A.

7


 

as of July 1, 2010
AIM Growth Series (Invesco Growth Series)
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Balanced-Risk Retirement 2010 Fund 3
                               
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2011
Class A5 Shares
  Contracutal     0.25 %   February 12, 2010   April 30, 2011
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2011
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2011
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2011
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2011
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2011
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2011
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2011
 
                               
Invesco Balanced-Risk Retirement 2020 Fund 4
                               
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2011
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2011
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2011
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2011
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2011
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2011
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2011
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2011
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2011
 
                               
Invesco Balanced-Risk Retirement 2030 Fund 5
                               
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2011
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2011
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2011
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2011
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2011
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2011
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2011
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2011
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2011
 
                               
Invesco Balanced-Risk Retirement 2040 Fund 6
                               
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2011
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2011
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2011
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2011
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2011
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2011
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2011
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2011
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2011
 
                               
Invesco Balanced-Risk Retirement 2050 Fund 8
                               
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2011
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2011
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2011
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2011
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2011
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2011
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2011
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2011
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2011
See page 21 for footnotes to Exhibit A.

8


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Balanced-Risk Retirement Now Fund 2
                               
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2011
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2011
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2011
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2011
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2011
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2011
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2011
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2011
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2011
 
                               
Invesco Basic Value Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2011
 
                               
Invesco Conservative Allocation Fund
                               
Class A Shares
  Contractual     0.48 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     1.23 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     1.23 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     0.73 %   July 1, 2009   April 30, 2011
Class S Shares
  Contractual     0.38 %   September 25, 2009   April 30, 2011
Class Y Shares
  Contractual     0.23 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     0.23 %   July 1, 2009   April 30, 2011
 
                               
Invesco Convertible Securities Fund *
                               
Class A Shares
  Contractual     1.27 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.02 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.02 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.02 %   February 12, 2010   June 30, 2012
 
                               
Invesco Global Equity Fund
                               
Class A Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     2.50 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
 
                               
Invesco Growth Allocation Fund
                               
Class A Shares
  Contractual     0.46 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     1.21 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     1.21 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     0.71 %   July 1, 2009   April 30, 2011
Class S Shares
  Contractual     0.36 %   September 25, 2009   April 30, 2011
Class Y Shares
  Contractual     0.21 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     0.21 %   July 1, 2009   April 30, 2011
 
                               
Invesco Income Allocation Fund
                               
Class A Shares
  Contractual     0.28 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     1.03 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     1.03 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     0.53 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     0.03 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     0.03 %   July 1, 2009   April 30, 2011
See page 21 for footnotes to Exhibit A.

9


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco International Allocation Fund
                               
Class A Shares
  Contractual     0.43 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     1.18 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     1.18 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     0.68 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     0.18 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     0.18 %   July 1, 2009   April 30, 2011
 
                               
Invesco Mid Cap Core Equity Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2011
 
                               
Invesco Moderate Allocation Fund
                               
Class A Shares
  Contractual     0.37 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     1.12 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     1.12 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     0.62 %   July 1, 2009   April 30, 2011
Class S Shares
  Contractual     0.27 %   September 25, 2009   April 30, 2011
Class Y Shares
  Contractual     0.12 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     0.12 %   July 1, 2009   April 30, 2011
 
                               
Invesco Moderate Growth Allocation Fund
                               
Class A Shares
  Contractual     0.37 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     1.12 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     1.12 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     0.62 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     0.12 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     0.12 %   July 1, 2009   April 30, 2011
 
                               
Invesco Moderately Conservative Allocation Fund
                               
Class A Shares
  Contractual     0.39 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     1.14 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     1.14 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     0.64 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     0.14 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     0.14 %   July 1, 2009   April 30, 2011
 
                               
Invesco Small Cap Growth Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2011
 
                               
Invesco Van Kampen Asset Allocation Conservative Fund *
                               
Class A Shares
  Contractual     0.40 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.15 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.15 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.15 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Asset Allocation Growth Fund *
                               
Class A Shares
  Contractual     0.40 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.15 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.15 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.15 %   February 12, 2010   June 30, 2012
See page 21 for footnotes to Exhibit A.

10


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Van Kampen Asset Allocation Moderate Fund *
                               
Class A Shares
  Contractual     0.40 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.15 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.15 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.15 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Harbor Fund *
                               
Class A Shares
  Contractual     1.11 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.86 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.86 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.86 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     0.86 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Leaders Fund *
                               
Class A Shares
  Contractual     0.50 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.25 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.25 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.25 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Real Estate Securities Fund *
                               
Class A Shares
  Contractual     1.55 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.30 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.30 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.30 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     1.30 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen U.S. Mortgage Fund *
                               
Class A Shares
  Contractual     0.96 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.71 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.71 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.71 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     0.71 %   February 12, 2010   June 30, 2012
AIM International Mutual Funds (Invesco International Mutual Funds)
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Asia Pacific Growth Fund
                               
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
 
                               
Invesco European Growth Fund
                               
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class R Shares
  Contractual     2.50 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Investor Class Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
 
                               
Invesco Global Growth Fund
                               
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
See page 21 for footnotes to Exhibit A.

11


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Global Small & Mid Cap Growth Fund
                               
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
 
                               
Invesco International Core Equity Fund
                               
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class R Shares
  Contractual     2.50 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Investor Class Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
 
                               
Invesco International Growth Fund
                               
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class R Shares
  Contractual     2.50 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
AIM Investment Funds (Invesco Investment Funds)
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Alternative Opportunities Fund *
                               
Class A Shares
  Contractual     1.56 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.31 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.81 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.31 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     1.31 %   February 12, 2010   June 30, 2012
 
                               
Invesco Balanced-Risk Allocation Fund 8
                               
Class A Shares
  Contractual     1.04 %   November 4, 2009   February 28, 2011
Class B Shares
  Contractual     1.79 %   November 4, 2009   February 28, 2011
Class C Shares
  Contractual     1.79 %   November 4, 2009   February 28, 2011
Class R Shares
  Contractual     1.29 %   November 4, 2009   February 28, 2011
Class Y Shares
  Contractual     0.79 %   November 4, 2009   February 28, 2011
Institutional Class Shares
  Contractual     0.79 %   November 4, 2009   February 28, 2011
 
                               
Invesco China Fund
                               
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
See page 21 for footnotes to Exhibit A.

12


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Commodities Strategy Fund *
                               
Class A Shares
  Contractual     1.25 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.00 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.00 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.50 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.00 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     1.00 %   February 12, 2010   June 30, 2012
 
                               
Invesco Developing Markets Fund
                               
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
 
                               
Invesco Emerging Market Local Currency Debt Fund
                               
Class A Shares
  Contractual     1.24 %   June 14, 2010   June 30, 2011
Class B Shares
  Contractual     1.99 %   June 14, 2010   June 30, 2011
Class C Shares
  Contractual     1.99 %   June 14, 2010   June 30, 2011
Class R Shares
  Contractual     1.49 %   June 14, 2010   June 30, 2011
Class Y Shares
  Contractual     0.99 %   June 14, 2010   June 30, 2011
Institutional Class Shares
  Contractual     0.99 %   June 14, 2010   June 30, 2011
 
                               
Invesco Endeavor Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
 
                               
Invesco FX Alpha Plus Strategy Fund *
                               
Class A Shares
  Contractual     1.84 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.59 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     2.09 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.59 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     1.59 %   February 12, 2010   June 30, 2012
 
                               
Invesco FX Alpha Strategy Fund *
                               
Class A Shares
  Contractual     1.29 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.79 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.54 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.04 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     1.04 %   February 12, 2010   June 30, 2012
 
                               
Invesco Global Advantage Fund *
                               
Class A Shares
  Contractual     1.41 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.16 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.16 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.16 %   February 12, 2010   June 30, 2012
 
                               
Invesco Global Dividend Growth Securities Fund *
                               
Class A Shares
  Contractual     1.25 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.00 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.00 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.00 %   February 12, 2010   June 30, 2012
See page 21 for footnotes to Exhibit A.

13


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Global Fund
                               
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2011
Class R Shares
  Contractual     2.50 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
 
                               
Invesco Global Health Care Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
 
                               
Invesco Health Sciences Fund *
                               
Class A Shares
  Contractual     1.65 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.40 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.40 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.40 %   February 12, 2010   June 30, 2012
 
                               
Invesco International Growth Equity Fund *
                               
Class A Shares
  Contractual     1.25 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.00 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.00 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.00 %   February 12, 2010   June 30, 2012
 
                               
Invesco International Total Return Fund
                               
Class A Shares
  Contractual     1.10 %   March 31, 2006   February 28, 2011
Class B Shares
  Contractual     1.85 %   March 31, 2006   February 28, 2011
Class C Shares
  Contractual     1.85 %   March 31, 2006   February 28, 2011
Class Y Shares
  Contractual     0.85 %   October 3, 2008   February 28, 2011
Institutional Class Shares
  Contractual     0.85 %   March 31, 2006   February 28, 2011
 
                               
Invesco Japan Fund
                               
Class A Shares
  Contractual     2.25 %   March 31, 2006   February 28, 2011
Class B Shares
  Contractual     3.00 %   March 31, 2006   February 28, 2011
Class C Shares
  Contractual     3.00 %   March 31, 2006   February 28, 2011
Class Y Shares
  Contractual     2.00 %   October 3, 2008   February 28, 2011
Institutional Class Shares
  Contractual     2.00 %   March 31, 2006   February 28, 2011
 
                               
Invesco LIBOR Alpha Fund
                               
Class A Shares
  Contractual     0.85 %   March 31, 2006   February 28, 2011
Class C Shares
  Contractual     1.10 % 3   March 31, 2006   February 28, 2011
Class R Shares
  Contractual     1.10 %   March 31, 2006   February 28, 2011
Class Y Shares
  Contractual     0.60 %   October 3, 2008   February 28, 2011
Institutional Class Shares
  Contractual     0.60 %   March 31, 2006   February 28, 2011
 
                               
Invesco Pacific Growth Fund *
                               
Class A Shares
  Contractual     1.88 %           June 30, 2012
Class B Shares
  Contractual     2.63 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.63 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     2.13 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.63 %   February 12, 2010   June 30, 2012
 
                               
Invesco Small Companies Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2011
See page 21 for footnotes to Exhibit A.

14


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Van Kampen Emerging Markets Fund *
                               
Class A Shares
  Contractual     2.10 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.85 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.85 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.85 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     1.85 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Global Bond Fund *
                               
Class A Shares
  Contractual     1.00 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.75 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.75 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.25 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.75 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Global Equity Allocation Fund *
                               
Class A Shares
  Contractual     1.70 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.45 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.45 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.45 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Global Franchise Fund *
                               
Class A Shares
  Contractual     1.28 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.03 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.03 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.03 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Global Tactical Asset Allocation Fund *
                               
Class A Shares
  Contractual     1.20 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.95 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.95 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.45 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.95 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     0.95 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen International Advantage Fund *
                               
Class A Shares
  Contractual     1.65 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.40 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.40 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.40 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen International Growth Fund *
                               
Class A Shares
  Contractual     1.40 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.15 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.15 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.65 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.15 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     1.15 %   February 12, 2010   June 30, 2012
AIM Investment Securities Funds (Invesco Investment Securities Funds)
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Core Bond Fund
                               
Class A Shares
  Contractual     0.80 %   March 4, 2009   June 30, 2011
Class B Shares
  Contractual     1.55 %   March 4, 2009   June 30, 2011
Class C Shares
  Contractual     1.55 %   March 4, 2009   June 30, 2011
Class R Shares
  Contractual     1.05 %   March 4, 2009   June 30, 2011
Class Y Shares
  Contractual     0.55 %   March 4, 2009   June 30, 2011
Institutional Class Shares
  Contractual     0.55 %   March 4, 2009   June 30, 2011
See page 21 for footnotes to Exhibit A.

15


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Dynamics Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   June 30, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   June 30, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   June 30, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   June 30, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   June 30, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   June 30, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   June 30, 2011
 
                               
Invesco Global Real Estate Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   June 30, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   June 30, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   June 30, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   June 30, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   June 30, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   June 30, 2011
 
                               
Invesco High Yield Fund
                               
Class A Shares
  Contractual     0.99 %   March 4, 2009   June 30, 2011
Class B Shares
  Contractual     1.74 %   March 4, 2009   June 30, 2011
Class C Shares
  Contractual     1.74 %   March 4, 2009   June 30, 2011
Class Y Shares
  Contractual     0.74 %   March 4, 2009   June 30, 2011
Investor Class Shares
  Contractual     0.99 %   March 4, 2009   June 30, 2011
Institutional Class Shares
  Contractual     0.74 %   March 4, 2009   June 30, 2011
 
                               
Invesco High Yield Securities Fund *
                               
Class A Shares
  Contractual     2.13 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.63 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.73 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.88 %   February 12, 2010   June 30, 2012
 
                               
Invesco Municipal Bond Fund
                               
Class A Shares
  Contractual     0.57 %   March 4, 2009   June 30, 2011
Class B Shares
  Contractual     1.32 %   March 4, 2009   June 30, 2011
Class C Shares
  Contractual     1.32 %   March 4, 2009   June 30, 2011
Class Y Shares
  Contractual     0.32 %   March 4, 2009   June 30, 2011
Investor Class Shares
  Contractual     0.57 %   March 4, 2009   June 30, 2011
 
                               
Invesco Real Estate Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   June 30, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   June 30, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   June 30, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   June 30, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   June 30, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   June 30, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   June 30, 2011
 
                               
Invesco Short Term Bond Fund
                               
Class A Shares
  Contractual     0.66 %   March 4, 2009   June 30, 2011
Class C Shares
  Contractual     0.91 % 9   March 4, 2009   June 30, 2011
Class R Shares
  Contractual     0.91 %   March 4, 2009   June 30, 2011
Class Y Shares
  Contractual     0.41 %   March 4, 2009   June 30, 2011
Institutional Class Shares
  Contractual     0.41 %   March 4, 2009   June 30, 2011
 
                               
Invesco Van Kampen Core Plus Fixed Income Fund *
                               
Class A Shares
  Contractual     0.75 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.50 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.50 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.50 %   February 12, 2010   June 30, 2012
See page 21 for footnotes to Exhibit A.

16


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Van Kampen Corporate Bond Fund *
                               
Class A Shares
  Contractual     0.95 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.70 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.70 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.70 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     0.70 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Government Securities Fund *
                               
Class A Shares
  Contractual     1.03 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.78 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.78 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.78 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     0.78 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen High Yield Fund *
                               
Class A Shares
  Contractual     1.03 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.78 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.78 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.78 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     0.78 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Limited Duration Fund *
                               
Class A Shares
  Contractual     0.93 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.43 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.43 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.78 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     0.78 %   February 12, 2010   June 30, 2012
AIM Sector Funds (Invesco Sector Funds)
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Energy Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2011
 
                               
Invesco Financial Services Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2011
 
                               
Invesco Gold & Precious Metals Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2011
 
                               
Invesco Leisure Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2011
Class R Shares
  Contractual     2.25 %   July 1, 2009   August 31, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2011
See page 21 for footnotes to Exhibit A.

17


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Mid-Cap Value Fund *
                               
Class A Shares
  Contractual     1.64 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.39 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.39 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.39 %   February 12, 2010   June 30, 2012
 
                               
Invesco Small-Mid Special Value Fund *
                               
Class A Shares
  Contractual     1.46 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.21 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.21 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.21 %   February 12, 2010   June 30, 2012
 
                               
Invesco Special Value Fund *
                               
Class A Shares
  Contractual     1.34 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.09 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.09 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.09 %   February 12, 2010   June 30, 2012
 
                               
Invesco Technology Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2011
 
                               
Invesco Technology Sector Fund *
                               
Class A Shares
  Contractual     2.00 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.75 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.75 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.75 %   February 12, 2010   June 30, 2012
 
                               
Invesco U.S. Mid Cap Value Fund *
                               
Class A Shares
  Contractual     1.27 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.02 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.02 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.02 %   February 12, 2010   June 30, 2012
 
                               
Invesco U.S. Small Cap Value Fund *
                               
Class A Shares
  Contractual     1.12 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.87 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.87 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.87 %   February 12, 2010   June 30, 2012
 
                               
Invesco U.S. Small/Mid Cap Value Fund *
                               
Class A Shares
  Contractual     1.51 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.26 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.26 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.26 %   February 12, 2010   June 30, 2012
 
                               
Invesco Utilities Fund
                               
Class A Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2011
Class B Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2011
Class C Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2011
Class Y Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2011
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2011
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2011
See page 21 for footnotes to Exhibit A.

18


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Value Fund *
                               
Class A Shares
  Contractual     1.25 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.00 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.00 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.00 %   February 12, 2010   June 30, 2012
 
                               
Invesco Value II Fund *
                               
Class A Shares
  Contractual     1.01 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.76 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.76 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.76 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen American Value Fund *
                               
Class A Shares
  Contractual     1.41 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.16 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.16 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.66 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.16 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     1.16 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Capital Growth Fund *
                               
Class A Shares
  Contractual     1.28 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.03 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.03 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.53 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.03 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     1.03 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Comstock Fund *
                               
Class A Shares
  Contractual     0.89 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.64 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.64 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.14 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.64 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     0.64 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Enterprise Fund *
                               
Class A Shares
  Contractual     1.17 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.92 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.92 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.92 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Mid Cap Growth Fund *
                               
Class A Shares
  Contractual     1.40 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.15 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.15 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     1.65 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.15 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     1.15 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Small Cap Value Fund *
                               
Class A Shares
  Contractual     1.34 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.09 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.09 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.09 %   February 12, 2010   June 30, 2012
See page 21 for footnotes to Exhibit A.

19


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Van Kampen Technology Sector Fund *
                               
Class A Shares
  Contractual     1.95 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.70 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.70 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.70 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Utility Fund *
                               
Class A Shares
  Contractual     1.32 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.07 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.07 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.07 %   February 12, 2010   June 30, 2012
 
                               
Van Kampen Value Opportunities Fund *
                               
Class A Shares
  Contractual     1.41 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     2.16 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     2.16 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     1.16 %   February 12, 2010   June 30, 2012
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco High Income Municipal Fund
                               
Class A Shares
  Voluntary     0.83 %   March 4, 2009     N/A 10
Class B Shares
  Voluntary     1.58 %   March 4, 2009     N/A 10
Class C Shares
  Voluntary     1.58 %   March 4, 2009     N/A 10
Class Y Shares
  Voluntary     0.58 %   March 4, 2009     N/A 10
Institutional Class Shares
  Voluntary     0.58 %   March 4, 2009     N/A 10
 
                               
Invesco Municipal Fund *
                               
Class A Shares
  Contractual     0.75 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.50 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.50 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.50 %   February 12, 2010   June 30, 2012
 
                               
Invesco Tax-Exempt Securities Fund *
                               
Class A Shares
  Contractual     0.83 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.18 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.28 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.58 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen California Insured Tax Free Fund *
                               
Class A Shares
  Contractual     0.95 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.70 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.70 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.70 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen High Yield Municipal Fund *
                               
Class A Shares
  Contractual     0.87 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.62 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.62 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.62 %   February 12, 2010   June 30, 2012
See page 21 for footnotes to Exhibit A.

20


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Van Kampen Insured Tax Free Income Fund *
                               
Class A Shares
  Contractual     0.90 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.65 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.65 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.65 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Intermediate Term Municipal Income Fund *
                               
Class A Shares
  Contractual     0.90 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.65 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.65 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.65 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen Municipal Income Fund *
                               
Class A Shares
  Contractual     0.90 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.65 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.65 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.65 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen New York Tax Free Income Fund *
                               
Class A Shares
  Contractual     0.78 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.53 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.53 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.53 %   February 12, 2010   June 30, 2012
 
1   The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate.
 
2   In addition upon closing of a reorganization with Van Kampen In Retirement, the Fund’s contractual limit through at least June 30, 2012 (excluding only items included in “notwithstanding” sentence discussed above) will be 0.47%, 1.22%, 0.72% and 0.22% for Class A5, C5, R5 and Y, respectively.
 
3   In addition upon closing of a reorganization with Van Kampen 2010 Retirement Strategy and Van Kampen 2015 Retirement Strategy, the Fund’s contractual limit through at least June 30, 2012 (excluding only items included in “notwithstanding” sentence discussed above) will be 0.38%, 1.13%, 0.63% and 0.13% for Class A5, C5, R5 and Y, respectively.
 
4   In addition upon closing of a reorganization with Van Kampen 2020 Retirement Strategy and Van Kampen 2025 Retirement Strategy, the Fund’s contractual limit through at least June 30, 2012 (excluding only items included in “notwithstanding” sentence discussed above) will be 0.41%, 1.16%, 0.66% and 0.16% for Class A5, C5, R5 and Y, respectively.
 
5   In addition upon closing of a reorganization with Van Kampen 30 Retirement Strategy and Van Kampen 2035 Retirement Strategy, the Fund’s contractual limit through at least June 30, 2012 (excluding only items included in “notwithstanding” sentence discussed above) will be 0.29%, 1.04%, 0.54% and 0.04% for Class A5, C5, R5 and Y, respectively.
 
6   In addition upon closing of a reorganization with Van Kampen 2040 Retirement Strategy and Van Kampen 2045 Retirement Strategy, the Fund’s contractual limit through at least June 30, 2012 (excluding only items included in “notwithstanding” sentence discussed above) will be 0.28%, 1.03%, 0.53% and 0.03% for Class A5, C5, R5 and Y, respectively.
 
7   In addition upon closing of a reorganization with Van Kampen 50 Retirement Strategy, the Fund’s contractual limit through at least June 30, 2012 (excluding only items included in “notwithstanding” sentence discussed above) will be 0.26%, 1.01%, 0.51% and 0.01% for Class A5, C5, R5 and Y, respectively.
 
8   Includes waived fees or reimbursed expenses that Invesco receives from Invesco Aim Cayman Commodity Fund I, Ltd.
 
9   The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc.
 
10   Invesco may establish, amend or terminate voluntary waivers at any time in its sole discretion after consultation with the Trust.

21


 

as of July 1, 2010
EXHIBIT “B” — INSTITUTIONAL MONEY MARKET FUNDS 1,2
Short-Term Investments Trust
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Government & Agency Portfolio
                               
Cash Management Class
  Contractual     0.22 % 2   July 1, 2009   December 31, 2011
Corporate Class
  Contractual     0.17 %   July 1, 2009   December 31, 2011
Institutional Class
  Contractual     0.14 %   July 1, 2009   December 31, 2011
Personal Investment Class
  Contractual     0.69 % 2   July 1, 2009   December 31, 2011
Private Investment Class
  Contractual     0.44 % 2   July 1, 2009   December 31, 2011
Reserve Class
  Contractual     1.01 % 2   July 1, 2009   December 31, 2011
Resource Class
  Contractual     0.30 % 2   July 1, 2009   December 31, 2011
 
                               
Government TaxAdvantage Portfolio
                               
Cash Management Class
  Contractual     0.22 % 2   July 1, 2009   December 31, 2011
Corporate Class
  Contractual     0.17 %   July 1, 2009   December 31, 2011
Institutional Class
  Contractual     0.14 %   July 1, 2009   December 31, 2011
Personal Investment Class
  Contractual     0.69 % 2   July 1, 2009   December 31, 2011
Private Investment Class
  Contractual     0.39 % 2   July 1, 2009   December 31, 2011
Reserve Class
  Contractual     1.01 % 2   July 1, 2009   December 31, 2011
Resource Class
  Contractual     0.30 % 2   July 1, 2009   December 31, 2011
 
                               
Liquid Assets Portfolio
                               
Cash Management Class
  Contractual     0.22 % 2   July 1, 2009   December 31, 2011
Corporate Class
  Contractual     0.17 %   July 1, 2009   December 31, 2011
Institutional Class
  Contractual     0.14 %   July 1, 2009   December 31, 2011
Personal Investment Class
  Contractual     0.69 % 2   July 1, 2009   December 31, 2011
Private Investment Class
  Contractual     0.44 % 2   July 1, 2009   December 31, 2011
Reserve Class
  Contractual     1.01 % 2   July 1, 2009   December 31, 2011
Resource Class
  Contractual     0.34 %   July 1, 2009   December 31, 2011
 
                               
STIC Prime Portfolio
                               
Cash Management Class
  Contractual     0.22 % 2   July 1, 2009   December 31, 2011
Corporate Class
  Contractual     0.17 %   July 1, 2009   December 31, 2011
Institutional Class
  Contractual     0.14 %   July 1, 2009   December 31, 2011
Personal Investment Class
  Contractual     0.69 % 2   July 1, 2009   December 31, 2011
Private Investment Class
  Contractual     0.44 % 2   July 1, 2009   December 31, 2011
Reserve Class
  Contractual     1.01 % 2   July 1, 2009   December 31, 2011
Resource Class
  Contractual     0.30 % 2   July 1, 2009   December 31, 2011
 
                               
Tax-Free Cash Reserve Portfolio
                               
Cash Management Class
  Contractual     0.33 % 2   July 1, 2009   December 31, 2011
Corporate Class
  Contractual     0.28 %   July 1, 2009   December 31, 2011
Institutional Class
  Contractual     0.25 %   July 1, 2009   December 31, 2011
Personal Investment Class
  Contractual     0.80 % 2   July 1, 2009   December 31, 2011
Private Investment Class
  Contractual     0.50 % 2   July 1, 2009   December 31, 2011
Reserve Class
  Contractual     1.12 % 2   July 1, 2009   December 31, 2011
Resource Class
  Contractual     0.41 % 2   July 1, 2009   December 31, 2011
See page 23 for footnotes to Exhibit B.

22


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Treasury Portfolio 3
                               
Cash Management Class
  Contractual     0.22 % 2   July 1, 2009   December 31, 2011
Corporate Class
  Contractual     0.17 %   July 1, 2009   December 31, 2011
Institutional Class
  Contractual     0.14 %   July 1, 2009   December 31, 2011
Personal Investment Class
  Contractual     0.69 % 2   July 1, 2009   December 31, 2011
Private Investment Class
  Contractual     0.44 % 2   July 1, 2009   December 31, 2011
Reserve Class
  Contractual     1.01 % 2   July 1, 2009   December 31, 2011
Resource Class
  Contractual     0.30 % 2   July 1, 2009   December 31, 2011
 
1   The expense rate excluding 12b-1 fees of any class of shares established after the date of this Memorandum of Agreement will be the same as existing classes.
 
2   The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc.
 
3   The expense limitation also excludes Trustees’ fees and federal registration expenses.

23


 

as of July 1, 2010
EXHIBIT “C” — VARIABLE INSURANCE FUNDS
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco V.I. Basic Balanced Fund
                               
Series I Shares
  Contractual     0.91 %   July 1, 2005   April 30, 2011
 
                               
Series II Shares
  Contractual     1.16 %   July 1, 2005   April 30, 2011
 
                               
Invesco V.I. Basic Value Fund
                               
Series I Shares
  Contractual     1.30 %   January 1, 2005   April 30, 2011
 
                               
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2011
 
                               
Invesco V.I. Capital Appreciation Fund
                               
Series I Shares
  Contractual     1.30 %   January 1, 2005   April 30, 2011
 
                               
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2011
 
                               
Invesco V.I. Capital Development Fund
                               
Series I Shares
  Contractual     1.30 %   January 1, 2005   April 30, 2011
 
                               
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2011
 
                               
Invesco V.I. Core Equity Fund
                               
Series I Shares
  Contractual     1.30 %   January 1, 2005   April 30, 2011
 
                               
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2011
 
                               
Invesco V.I. Diversified Income Fund
                               
Series I Shares
  Contractual     0.75 %   July 1, 2005   April 30, 2011
 
                               
Series II Shares
  Contractual     1.00 %   July 1, 2005   April 30, 2011
 
                               
Invesco V.I. Dividend Growth Fund *
                               
Series I Shares
  Contractual     0.67 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     0.92 %   February 12, 2010   June 30, 2012
 
                               
Invesco V.I. Dynamics Fund
                   
Series I Shares
  Contractual     1.30 %   April 30, 2004   April 30, 2011
 
Series II Shares
  Contractual     1.45 %   April 30, 2004   April 30, 2011
 
                               
Invesco V.I. Financial Services Fund
                               
Series I Shares
  Contractual     1.30 %   April 30, 2004   April 30, 2011
 
                               
Series II Shares
  Contractual     1.45 %   April 30, 2004   April 30, 2011
 
                               
Invesco V.I. Global Dividend Growth Fund *
                               
Series I Shares
  Contractual     0.94 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     1.19 %   February 12, 2010   June 30, 2012
 
                               
Invesco V.I. Global Health Care Fund
                               
Series I Shares
  Contractual     1.30 %   April 30, 2004   April 30, 2011
 
                               
Series II Shares
  Contractual     1.45 %   April 30, 2004   April 30, 2011

24


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco V.I. Global Multi-Asset Fund
                               
Series I Shares
  Contractual     0.10 %   April 30, 2010   April 30, 2011
 
                               
Series II Shares
  Contractual     0.35 %   April 30, 2010   April 30, 2011
 
                               
Invesco V.I. Global Real Estate Fund
                               
Series I Shares
  Contractual     1.30 %   April 30, 2004   April 30, 2011
 
                               
Series II Shares
  Contractual     1.45 %   April 30, 2004   April 30, 2011
 
                               
Invesco V.I. Government Securities Fund
                               
Series I Shares
  Contractual     0.73 %   July 1, 2005   April 30, 2011
 
                               
Series II Shares
  Contractual     0.98 %   July 1, 2005   April 30, 2011
 
                               
Invesco V.I. High Yield Fund
                               
Series II Shares
  Contractual     0.95 %   July 1, 2005   April 30, 2011
 
                               
Series II Shares
  Contractual     1.20 %   April 30, 2004   April 30, 2011
 
                               
Invesco V.I. High Yield Securities Fund *
                               
Series I Shares
  Contractual     1.75 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     2.00 %   February 12, 2010   June 30, 2012
 
                               
Invesco V.I. Income Builder Fund *
                               
Series I Shares
  Contractual     1.02 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     1.27 %   February 12, 2010   June 30, 2012
 
                               
Invesco V.I. International Growth Fund
                               
Series I Shares
  Contractual     1.30 %   January 1, 2005   April 30, 2011
 
                               
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2011
 
                               
Invesco V.I. Large Cap Growth Fund
                               
Series I Shares
  Contractual     1.01 %   July 1, 2005   April 30, 2011
 
                               
Series II Shares
  Contractual     1.26 %   July 1, 2005   April 30, 2011
 
                               
Invesco V.I. Leisure Fund
                               
Series I Shares
  Contractual     1.01 %   April 30, 2004   April 30, 2011
 
                               
Series II Shares
  Contractual     1.26 %   April 30, 2004   April 30, 2011
 
                               
Invesco V.I. Mid Cap Core Equity Fund
                               
Series I Shares
  Contractual     1.30 %   September 10, 2001   April 30, 2011
 
                               
Series II Shares
  Contractual     1.45 %   September 10, 2001   April 30, 2011
 
                               
Invesco V.I. Money Market Fund
                               
Series I Shares
  Contractual     1.30 %   January 1, 2005   April 30, 2011
 
                               
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2011

25


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco V.I. S&P 500 Index Fund *
                               
Series I Shares
  Contractual     0.28 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     0.53 %   February 12, 2010   June 30, 2012
 
                               
Invesco V.I. Select Dimensions Balanced Fund *
                               
Series I Shares
  Contractual     0.82 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     1.07 %   February 12, 2010   June 30, 2012
 
                               
Invesco V.I. Select Dimensions Dividend Growth Fund *
                               
Series I Shares
  Contractual     0.72 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     0.97 %   February 12, 2010   June 30, 2012
 
                               
Invesco V.I. Select Dimensions Equally-Weighted S&P 500 Fund *
                               
Series I Shares
  Contractual     0.37 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     0.62 %   February 12, 2010   June 30, 2012
 
                               
Invesco V.I. Small Cap Equity Fund
                               
Series I Shares
  Contractual     1.15 %   July 1, 2005   April 30, 2011
 
                               
Series II Shares
  Contractual     1.40 %   July 1, 2005   April 30, 2011
 
                               
Invesco V.I. Technology Fund
                               
Series I Shares
  Contractual     1.30 %   April 30, 2004   April 30, 2011
 
                               
Series II Shares
  Contractual     1.45 %   April 30, 2004   April 30, 2011
 
                               
Invesco V.I. Utilities Fund
                               
Series I Shares
  Contractual     0.93 %   September 23, 2005   April 30, 2011
 
                               
Series II Shares
  Contractual     1.18 %   September 23, 2005   April 30, 2011
 
                               
Invesco Van Kampen V.I. Capital Growth Fund *
                               
Series I Shares
  Contractual     0.84 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     1.09 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen V.I. Comstock Fund *
                               
Series I Shares
  Contractual     0.62 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     0.87 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen V.I. Equity and Income Fund *
                               
Series I Shares
  Contractual     0.70 % 1   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     0.75 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund *
                               
Series I Shares
  Contractual     0.90 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     1.15 %   February 12, 2010   June 30, 2012
See page 27 for footnotes to Exhibit C.

26


 

as of July 1, 2010
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Van Kampen V.I. Global Value Equity Fund *
                               
Series I Shares
  Contractual     1.15 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     1.40 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen V.I. Government Fund *
                               
Series I Shares
  Contractual     0.60 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     0.85 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen V.I. Growth and Income Fund *
                               
Series I Shares
  Contractual     0.62 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     0.87 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen V.I. High Yield Fund *
                               
Series I Shares
  Contractual     0.80 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     1.05 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen V.I. International Growth Equity Fund *
                               
Series I Shares
  Contractual     1.11 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     1.36 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen V.I. Mid Cap Growth Fund *
                               
Series I Shares
  Contractual     1.01 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     1.26 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen V.I. Mid Cap Value Fund *
                               
Series I Shares
  Contractual     1.18 % 1   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     1.28 %   February 12, 2010   June 30, 2012
 
                               
Invesco Van Kampen V.I. Value Fund *
                               
Series I Shares
  Contractual     0.86 %   February 12, 2010   June 30, 2012
 
                               
Series II Shares
  Contractual     1.11 %   February 12, 2010   June 30, 2012
 
1   The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc.

27

CONSENT OF COUNSEL
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
We hereby consent to the use of our name and to the reference to our firm under the caption “Investment Advisory and Other Services — Other Service Providers — Counsel to the Trust” in the Statement of Additional Information for each portfolio of AIM Funds Group (Invesco Funds Group) (the “Trust”) included in Post-Effective Amendment No. 109 to the Registration Statement under the Securities Act of 1933, as amended (No. 002-27334), and Amendment No. 109 to the Registration Statement under the Investment Company Act of 1940, as amended (No. 811-01540), on Form N-1A of the Trust.
         
     
  /s/ Stradley Ronon Stevens & Young, LLP    
  Stradley Ronon Stevens & Young, LLP   
     
 
Philadelphia, Pennsylvania
October 20, 2010

 

AMENDMENT NO. 14
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN
(Class A Shares)
     The First Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, and as subsequently amended, and as restated the 20 th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective April 30, 2010, as follows:
          WHEREAS, the Plan is hereby amended to: 1) reflect the name change of each of the Funds; 2) reflect the name change of the applicable Portfolios from AIM to Invesco; and 3) reflect the further name change of AIM Trimark Fund, Invesco Trimark Endeavor Fund and Invesco Trimark Small Companies Fund to Invesco Global Fund, Invesco Endeavor Fund and Invesco Small Companies Fund, respectively;
     NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)
(DISTRIBUTION AND SERVICE FEES)
     The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM COUNSELOR SERIES TRUST   Sales   Service   Aggregate
(INVESCO COUNSELOR SERIES TRUST)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Core Plus Bond Fund
    0.00 %     0.25 %     0.25 %
Invesco Floating Rate Fund
    0.00 %     0.25 %     0.25 %
Invesco Multi-Sector Fund
    0.00 %     0.25 %     0.25 %
Invesco Select Real Estate Income Fund
    0.00 %     0.25 %     0.25 %
Invesco Structured Core Fund
    0.00 %     0.25 %     0.25 %
Invesco Structured Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco Structured Value Fund
    0.00 %     0.25 %     0.25 %

 


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM EQUITY FUNDS   Sales   Service   Aggregate
(INVESCO EQUITY FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Capital Development Fund
    0.00 %     0.25 %     0.25 %
Invesco Charter Fund
    0.00 %     0.25 %     0.25 %
Invesco Constellation Fund
    0.00 %     0.25 %     0.25 %
Invesco Diversified Dividend Fund
    0.00 %     0.25 %     0.25 %
Invesco Large Cap Basic Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Large Cap Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco Summit Fund
    0.00 %     0.25 %     0.25 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM FUNDS GROUP   Sales   Service   Aggregate
(INVESCO FUNDS GROUP)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Basic Balanced Fund
    0.00 %     0.25 %     0.25 %
Invesco European Small Company Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Core Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco International Small Company Fund
    0.00 %     0.25 %     0.25 %
Invesco Mid Cap Basic Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Select Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco Small Cap Equity Fund
    0.00 %     0.25 %     0.25 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM GROWTH SERIES   Sales   Service   Aggregate
(INVESCO GROWTH SERIES)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Balanced-Risk Retirement Now Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2010 Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2020 Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2030 Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2040 Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2050 Fund
    0.00 %     0.25 %     0.25 %
Invesco Basic Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Conservative Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco Growth Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Income Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco International Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Mid Cap Core Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco Moderate Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Moderate Growth Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Moderately Conservative Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Small Cap Growth Fund
    0.00 %     0.25 %     0.25 %

2


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INTERNATIONAL MUTUAL FUNDS   Sales   Service   Aggregate
(INVESCO INTERNATIONAL MUTUAL FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Asia Pacific Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco European Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Small & Mid Cap Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco International Core Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco International Growth Fund
    0.00 %     0.25 %     0.25 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Balanced-Risk Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco China Fund
    0.00 %     0.25 %     0.25 %
Invesco Developing Markets Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Health Care Fund
    0.00 %     0.25 %     0.25 %
Invesco International Total Return Fund
    0.00 %     0.25 %     0.25 %
Invesco Japan Fund
    0.00 %     0.25 %     0.25 %
Invesco LIBOR Alpha Fund
    0.00 %     0.25 %     0.25 %
Invesco Endeavor Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Fund
    0.00 %     0.25 %     0.25 %
Invesco Small Companies Fund
    0.00 %     0.25 %     0.25 %
Invesco International Growth Equity Fund
    0.00 %     0.25 %     0.25 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT SECURITIES FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT SECURITIES FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Core Bond Fund
    0.00 %     0.25 %     0.25 %
Invesco Dynamics Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Real Estate Fund
    0.00 %     0.25 %     0.25 %
Invesco High Yield Fund
    0.00 %     0.25 %     0.25 %
Invesco Income Fund
    0.00 %     0.25 %     0.25 %
Invesco Municipal Bond Fund
    0.00 %     0.25 %     0.25 %
Invesco Real Estate Fund
    0.00 %     0.25 %     0.25 %
Invesco Short Term Bond Fund
    0.00 %     0.25 %     0.25 %
Invesco U.S. Government Fund
    0.00 %     0.25 %     0.25 %
 
                       
Portfolio – Class A2 Shares
                       
 
                       
Invesco Limited Maturity Treasury Fund
    0.00 %     0.15 %     0.15 %

3


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM SECTOR FUNDS   Sales   Service   Aggregate
(INVESCO SECTOR FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Energy Fund
    0.00 %     0.25 %     0.25 %
Invesco Financial Services Fund
    0.00 %     0.25 %     0.25 %
Invesco Gold & Precious Metals Fund
    0.00 %     0.25 %     0.25 %
Invesco Leisure Fund
    0.00 %     0.25 %     0.25 %
Invesco Technology Fund
    0.00 %     0.25 %     0.25 %
Invesco Utilities Fund
    0.00 %     0.25 %     0.25 %
Invesco U.S. Mid Cap Value Fund
    0.00 %     0.25 %     0.25 %
Invesco U.S. Small Cap Value Fund
    0.00 %     0.25 %     0.25 %
Invesco U.S. Small/Mid Cap Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Value II Fund
    0.00 %     0.25 %     0.25 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM TAX-EXEMPT FUNDS   Sales   Service   Aggregate
(INVESCO TAX-EXEMPT FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco High Income Municipal Fund
    0.00 %     0.25 %     0.25 %
Invesco Tax-Exempt Cash Fund
    0.00 %     0.10 %     0.10 %
Invesco Municipal Fund
    0.00 %     0.25 %     0.25 %
 
*   The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).”
All other terms and provisions of the Plan not amended herein shall remain in full force and effect.
     Dated: April 30, 2010

4

AMENDMENT NO. 15
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN
(Class A Shares)
     The First Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, and as subsequently amended, and as restated the 20 th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective May 4, 2010, as follows:
          WHEREAS, the parties desire to amend the Plan to add the following Portfolio: Invesco Large Cap Relative Value Fund;
     NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)
(DISTRIBUTION AND SERVICE FEES)
     The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM COUNSELOR SERIES TRUST   Sales   Service   Aggregate
(INVESCO COUNSELOR SERIES TRUST)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Core Plus Bond Fund
    0.00 %     0.25 %     0.25 %
Invesco Floating Rate Fund
    0.00 %     0.25 %     0.25 %
Invesco Multi-Sector Fund
    0.00 %     0.25 %     0.25 %
Invesco Select Real Estate Income Fund
    0.00 %     0.25 %     0.25 %
Invesco Structured Core Fund
    0.00 %     0.25 %     0.25 %
Invesco Structured Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco Structured Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Large Cap Relative Value Fund
    0.00 %     0.25 %     0.25 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM EQUITY FUNDS   Sales   Service   Aggregate
(INVESCO EQUITY FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Capital Development Fund
    0.00 %     0.25 %     0.25 %
Invesco Charter Fund
    0.00 %     0.25 %     0.25 %
Invesco Constellation Fund
    0.00 %     0.25 %     0.25 %
Invesco Diversified Dividend Fund
    0.00 %     0.25 %     0.25 %
Invesco Large Cap Basic Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Large Cap Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco Summit Fund
    0.00 %     0.25 %     0.25 %

 


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM FUNDS GROUP   Sales   Service   Aggregate
(INVESCO FUNDS GROUP)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Basic Balanced Fund
    0.00 %     0.25 %     0.25 %
Invesco European Small Company Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Core Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco International Small Company Fund
    0.00 %     0.25 %     0.25 %
Invesco Mid Cap Basic Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Select Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco Small Cap Equity Fund
    0.00 %     0.25 %     0.25 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM GROWTH SERIES   Sales   Service   Aggregate
(INVESCO GROWTH SERIES)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Balanced-Risk Retirement Now Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2010 Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2020 Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2030 Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2040 Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2050 Fund
    0.00 %     0.25 %     0.25 %
Invesco Basic Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Conservative Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco Growth Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Income Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco International Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Mid Cap Core Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco Moderate Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Moderate Growth Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Moderately Conservative Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Small Cap Growth Fund
    0.00 %     0.25 %     0.25 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INTERNATIONAL MUTUAL FUNDS   Sales   Service   Aggregate
(INVESCO INTERNATIONAL MUTUAL FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Asia Pacific Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco European Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Small & Mid Cap Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco International Core Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco International Growth Fund
    0.00 %     0.25 %     0.25 %

2


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Balanced-Risk Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco China Fund
    0.00 %     0.25 %     0.25 %
Invesco Developing Markets Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Health Care Fund
    0.00 %     0.25 %     0.25 %
Invesco International Total Return Fund
    0.00 %     0.25 %     0.25 %
Invesco Japan Fund
    0.00 %     0.25 %     0.25 %
Invesco LIBOR Alpha Fund
    0.00 %     0.25 %     0.25 %
Invesco Endeavor Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Fund
    0.00 %     0.25 %     0.25 %
Invesco Small Companies Fund
    0.00 %     0.25 %     0.25 %
Invesco International Growth Equity Fund
    0.00 %     0.25 %     0.25 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT SECURITIES FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT SECURITIES FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Core Bond Fund
    0.00 %     0.25 %     0.25 %
Invesco Dynamics Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Real Estate Fund
    0.00 %     0.25 %     0.25 %
Invesco High Yield Fund
    0.00 %     0.25 %     0.25 %
Invesco Income Fund
    0.00 %     0.25 %     0.25 %
Invesco Municipal Bond Fund
    0.00 %     0.25 %     0.25 %
Invesco Real Estate Fund
    0.00 %     0.25 %     0.25 %
Invesco Short Term Bond Fund
    0.00 %     0.25 %     0.25 %
Invesco U.S. Government Fund
    0.00 %     0.25 %     0.25 %
 
                       
Portfolio – Class A2 Shares
                       
 
                       
Invesco Limited Maturity Treasury Fund
    0.00 %     0.15 %     0.15 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM SECTOR FUNDS   Sales   Service   Aggregate
(INVESCO SECTOR FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Energy Fund
    0.00 %     0.25 %     0.25 %
Invesco Financial Services Fund
    0.00 %     0.25 %     0.25 %
Invesco Gold & Precious Metals Fund
    0.00 %     0.25 %     0.25 %
Invesco Leisure Fund
    0.00 %     0.25 %     0.25 %
Invesco Technology Fund
    0.00 %     0.25 %     0.25 %
Invesco Utilities Fund
    0.00 %     0.25 %     0.25 %
Invesco U.S. Mid Cap Value Fund
    0.00 %     0.25 %     0.25 %
Invesco U.S. Small Cap Value Fund
    0.00 %     0.25 %     0.25 %
Invesco U.S. Small/Mid Cap Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Value II Fund
    0.00 %     0.25 %     0.25 %

3


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM TAX-EXEMPT FUNDS   Sales   Service   Aggregate
(INVESCO TAX-EXEMPT FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco High Income Municipal Fund
    0.00 %     0.25 %     0.25 %
Invesco Tax-Exempt Cash Fund
    0.00 %     0.10 %     0.10 %
Invesco Municipal Fund
    0.00 %     0.25 %     0.25 %
 
*   The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).”
All other terms and provisions of the Plan not amended herein shall remain in full force and effect.
     Dated: May 4, 2010

4

AMENDMENT NO. 16
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN
(Class A Shares)
     The First Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, and as subsequently amended, and as restated the 20 th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective June 14, 2010, as follows:
          WHEREAS, the parties desire to amend the Plan to add the following Portfolio: Invesco Emerging Market Local Currency Debt Fund;
     NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)
(DISTRIBUTION AND SERVICE FEES)
     The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM COUNSELOR SERIES TRUST   Sales   Service   Aggregate
(INVESCO COUNSELOR SERIES TRUST)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
Invesco Core Plus Bond Fund
    0.00 %     0.25 %     0.25 %
Invesco Floating Rate Fund
    0.00 %     0.25 %     0.25 %
Invesco Multi-Sector Fund
    0.00 %     0.25 %     0.25 %
Invesco Select Real Estate Income Fund
    0.00 %     0.25 %     0.25 %
Invesco Structured Core Fund
    0.00 %     0.25 %     0.25 %
Invesco Structured Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco Structured Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Large Cap Relative Value Fund
    0.00 %     0.25 %     0.25 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM EQUITY FUNDS   Sales   Service   Aggregate
(INVESCO EQUITY FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Capital Development Fund
    0.00 %     0.25 %     0.25 %
Invesco Charter Fund
    0.00 %     0.25 %     0.25 %
Invesco Constellation Fund
    0.00 %     0.25 %     0.25 %
Invesco Diversified Dividend Fund
    0.00 %     0.25 %     0.25 %
Invesco Large Cap Basic Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Large Cap Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco Summit Fund
    0.00 %     0.25 %     0.25 %

 


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM FUNDS GROUP   Sales   Service   Aggregate
(INVESCO FUNDS GROUP)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Basic Balanced Fund
    0.00 %     0.25 %     0.25 %
Invesco European Small Company Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Core Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco International Small Company Fund
    0.00 %     0.25 %     0.25 %
Invesco Mid Cap Basic Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Select Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco Small Cap Equity Fund
    0.00 %     0.25 %     0.25 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM GROWTH SERIES   Sales   Service   Aggregate
(INVESCO GROWTH SERIES)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Balanced-Risk Retirement Now Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2010 Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2020 Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2030 Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2040 Fund
    0.00 %     0.25 %     0.25 %
Invesco Balanced-Risk Retirement 2050 Fund
    0.00 %     0.25 %     0.25 %
Invesco Basic Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Conservative Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco Growth Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Income Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco International Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Mid Cap Core Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco Moderate Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Moderate Growth Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Moderately Conservative Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco Small Cap Growth Fund
    0.00 %     0.25 %     0.25 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INTERNATIONAL MUTUAL FUNDS   Sales   Service   Aggregate
(INVESCO INTERNATIONAL MUTUAL FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Asia Pacific Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco European Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Small & Mid Cap Growth Fund
    0.00 %     0.25 %     0.25 %
Invesco International Core Equity Fund
    0.00 %     0.25 %     0.25 %
Invesco International Growth Fund
    0.00 %     0.25 %     0.25 %

2


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Balanced-Risk Allocation Fund
    0.00 %     0.25 %     0.25 %
Invesco China Fund
    0.00 %     0.25 %     0.25 %
Invesco Developing Markets Fund
    0.00 %     0.25 %     0.25 %
Invesco Emerging Market Local Currency Debt Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Health Care Fund
    0.00 %     0.25 %     0.25 %
Invesco International Total Return Fund
    0.00 %     0.25 %     0.25 %
Invesco Japan Fund
    0.00 %     0.25 %     0.25 %
Invesco LIBOR Alpha Fund
    0.00 %     0.25 %     0.25 %
Invesco Endeavor Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Fund
    0.00 %     0.25 %     0.25 %
Invesco Small Companies Fund
    0.00 %     0.25 %     0.25 %
Invesco International Growth Equity Fund
    0.00 %     0.25 %     0.25 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT SECURITIES FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT SECURITIES FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Core Bond Fund
    0.00 %     0.25 %     0.25 %
Invesco Dynamics Fund
    0.00 %     0.25 %     0.25 %
Invesco Global Real Estate Fund
    0.00 %     0.25 %     0.25 %
Invesco High Yield Fund
    0.00 %     0.25 %     0.25 %
Invesco Income Fund
    0.00 %     0.25 %     0.25 %
Invesco Municipal Bond Fund
    0.00 %     0.25 %     0.25 %
Invesco Real Estate Fund
    0.00 %     0.25 %     0.25 %
Invesco Short Term Bond Fund
    0.00 %     0.25 %     0.25 %
Invesco U.S. Government Fund
    0.00 %     0.25 %     0.25 %
 
                       
Portfolio — Class A2 Shares
                       
 
                       
Invesco Limited Maturity Treasury Fund
    0.00 %     0.15 %     0.15 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM SECTOR FUNDS   Sales   Service   Aggregate
(INVESCO SECTOR FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco Energy Fund
    0.00 %     0.25 %     0.25 %
Invesco Financial Services Fund
    0.00 %     0.25 %     0.25 %
Invesco Gold & Precious Metals Fund
    0.00 %     0.25 %     0.25 %
Invesco Leisure Fund
    0.00 %     0.25 %     0.25 %
Invesco Technology Fund
    0.00 %     0.25 %     0.25 %
Invesco Utilities Fund
    0.00 %     0.25 %     0.25 %
Invesco U.S. Mid Cap Value Fund
    0.00 %     0.25 %     0.25 %
Invesco U.S. Small Cap Value Fund
    0.00 %     0.25 %     0.25 %
Invesco U.S. Small/Mid Cap Value Fund
    0.00 %     0.25 %     0.25 %
Invesco Value II Fund
    0.00 %     0.25 %     0.25 %

3


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM TAX-EXEMPT FUNDS   Sales   Service   Aggregate
(INVESCO TAX-EXEMPT FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
                       
Invesco High Income Municipal Fund
    0.00 %     0.25 %     0.25 %
Invesco Tax-Exempt Cash Fund
    0.00 %     0.10 %     0.10 %
Invesco Municipal Fund
    0.00 %     0.25 %     0.25 %
 
*   The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).”
All other terms and provisions of the Plan not amended herein shall remain in full force and effect.
     Dated: June 14, 2010

4

AMENDMENT NO. 13
TO
FIRST RESTATED MASTER DISTRIBUTION PLAN
(CLASS B SHARES)
(SECURITIZATION FEATURE)
     The First Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective April 30, 2010, as follows:
     WHEREAS, the Plan is hereby amended to: 1) reflect the name change of each of the Funds; 2) reflect the name change of the applicable Portfolios from AIM to Invesco; and 3) reflect the further name change of AIM Trimark Fund, Invesco Trimark Endeavor Fund and Invesco Trimark Small Companies Fund to Invesco Global Fund, Invesco Endeavor Fund and Invesco Small Companies Fund, respectively;
     NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.
     All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.
“SCHEDULE A TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS B SHARES)
DISTRIBUTION AND SERVICE FEES
     The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM COUNSELOR SERIES TRUST   Sales   Service   Aggregate
(INVESCO COUNSELOR SERIES TRUST)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Core Plus Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Multi-Sector Fund
    0.75 %     0.25 %     1.00 %
Invesco Select Real Estate Income Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Core Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Value Fund
    0.75 %     0.25 %     1.00 %

 


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM EQUITY FUNDS   Sales   Service   Aggregate
(INVESCO EQUITY FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Capital Development Fund
    0.75 %     0.25 %     1.00 %
Invesco Charter Fund
    0.75 %     0.25 %     1.00 %
Invesco Constellation Fund
    0.75 %     0.25 %     1.00 %
Invesco Diversified Dividend Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Summit Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM FUNDS GROUP   Sales   Service   Aggregate
(INVESCO FUNDS GROUP)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Basic Balanced Fund
    0.75 %     0.25 %     1.00 %
Invesco European Small Company Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco International Small Company Fund
    0.75 %     0.25 %     1.00 %
Invesco Mid Cap Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Select Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Cap Equity Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM GROWTH SERIES   Sales   Service   Aggregate
(INVESCO GROWTH SERIES)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Balanced-Risk Retirement Now Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2010 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2020 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2030 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2040 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2050 Fund
    0.75 %     0.25 %     1.00 %
Invesco Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Conservative Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Growth Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Income Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco International Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Mid Cap Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderate Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderate Growth Allocation Fund
    0.75 %     0.25 %     1.00 %

2


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM GROWTH SERIES   Sales   Service   Aggregate
(INVESCO GROWTH SERIES)   Charge   Fee   Fee
Invesco Moderately Conservative Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Cap Growth Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
  Based   Maximum   Maximum
AIM INTERNATIONAL MUTUAL FUNDS   Sales   Service   Aggregate
(INVESCO INTERNATIONAL MUTUAL FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Asia Pacific Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco European Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Small & Mid Cap Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco International Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco International Growth Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Balanced-Risk Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco China Fund
    0.75 %     0.25 %     1.00 %
Invesco Developing Markets Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Health Care Fund
    0.75 %     0.25 %     1.00 %
Invesco International Total Return Fund
    0.75 %     0.25 %     1.00 %
Invesco Japan Fund
    0.75 %     0.25 %     1.00 %
Invesco Endeavor Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Companies Fund
    0.75 %     0.25 %     1.00 %
Invesco International Growth Equity Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
  Based   Maximum   Maximum
AIM INVESTMENT SECURITIES FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT SECURITIES FUND)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Core Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Dynamics Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Real Estate Fund
    0.75 %     0.25 %     1.00 %
Invesco High Yield Fund
    0.75 %     0.25 %     1.00 %
Invesco Income Fund
    0.75 %     0.25 %     1.00 %
Invesco Money Market Fund
    0.65 %     0.25 %     0.90 %
Invesco Municipal Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Real Estate Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Government Fund
    0.75 %     0.25 %     1.00 %

3


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM SECTOR FUNDS   Sales   Service   Aggregate
(INVESCO SECTOR FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Energy Fund
    0.75 %     0.25 %     1.00 %
Invesco Financial Services Fund
    0.75 %     0.25 %     1.00 %
Invesco Gold & Precious Metals Fund
    0.75 %     0.25 %     1.00 %
Invesco Leisure Fund
    0.75 %     0.25 %     1.00 %
Invesco Technology Fund
    0.75 %     0.25 %     1.00 %
Invesco Utilities Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Mid Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Small Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Small/Mid Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Value II Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM TAX-EXEMPT FUNDS   Sales   Service   Aggregate
(INVESCO TAX-EXEMPT FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco High Income Municipal Fund
    0.75 %     0.25 %     1.00 %
Invesco Municipal Fund
    0.75 %     0.25 %     1.00 %”

4

AMENDMENT NO. 14
TO

FIRST RESTATED MASTER DISTRIBUTION PLAN
(CLASS B SHARES)
(SECURITIZATION FEATURE)
     The First Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, as subsequently amended, and as restated the 20 th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective May 4, 2010, as follows:
     WHEREAS, the parties desire to amend the Plan to add a new Portfolio: Invesco Large Cap Relative Value Fund;
     NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.
     All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.
“SCHEDULE A TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS B SHARES)
DISTRIBUTION AND SERVICE FEES
     The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM COUNSELOR SERIES TRUST   Sales   Service   Aggregate
(INVESCO COUNSELOR SERIES TRUST)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Core Plus Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Multi-Sector Fund
    0.75 %     0.25 %     1.00 %
Invesco Select Real Estate Income Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Core Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Relative Value Fund
    0.75 %     0.25 %     1.00 %

 


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM EQUITY FUNDS   Sales   Service   Aggregate
(INVESCO EQUITY FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Capital Development Fund
    0.75 %     0.25 %     1.00 %
Invesco Charter Fund
    0.75 %     0.25 %     1.00 %
Invesco Constellation Fund
    0.75 %     0.25 %     1.00 %
Invesco Diversified Dividend Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Summit Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM FUNDS GROUP   Sales   Service   Aggregate
(INVESCO FUNDS GROUP)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Basic Balanced Fund
    0.75 %     0.25 %     1.00 %
Invesco European Small Company Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco International Small Company Fund
    0.75 %     0.25 %     1.00 %
Invesco Mid Cap Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Select Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Cap Equity Fund
    0.75 %     0.25 %     1.00 %

2


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM GROWTH SERIES   Sales   Service   Aggregate
(INVESCO GROWTH SERIES)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Balanced-Risk Retirement Now Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2010 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2020 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2030 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2040 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2050 Fund
    0.75 %     0.25 %     1.00 %
Invesco Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Conservative Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Growth Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Income Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco International Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Mid Cap Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderate Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderate Growth Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderately Conservative Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Cap Growth Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
  Based   Maximum   Maximum
AIM INTERNATIONAL MUTUAL FUNDS   Sales   Service   Aggregate
(INVESCO INTERNATIONAL MUTUAL FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Asia Pacific Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco European Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Small & Mid Cap Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco International Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco International Growth Fund
    0.75 %     0.25 %     1.00 %

3


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Balanced-Risk Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco China Fund
    0.75 %     0.25 %     1.00 %
Invesco Developing Markets Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Health Care Fund
    0.75 %     0.25 %     1.00 %
Invesco International Total Return Fund
    0.75 %     0.25 %     1.00 %
Invesco Japan Fund
    0.75 %     0.25 %     1.00 %
Invesco Endeavor Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Companies Fund
    0.75 %     0.25 %     1.00 %
Invesco International Growth Equity Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
  Based   Maximum   Maximum
AIM INVESTMENT SECURITIES FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT SECURITIES FUND)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Core Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Dynamics Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Real Estate Fund
    0.75 %     0.25 %     1.00 %
Invesco High Yield Fund
    0.75 %     0.25 %     1.00 %
Invesco Income Fund
    0.75 %     0.25 %     1.00 %
Invesco Money Market Fund
    0.65 %     0.25 %     0.90 %
Invesco Municipal Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Real Estate Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Government Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM SECTOR FUNDS   Sales   Service   Aggregate
(INVESCO SECTOR FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Energy Fund
    0.75 %     0.25 %     1.00 %
Invesco Financial Services Fund
    0.75 %     0.25 %     1.00 %
Invesco Gold & Precious Metals Fund
    0.75 %     0.25 %     1.00 %
Invesco Leisure Fund
    0.75 %     0.25 %     1.00 %
Invesco Technology Fund
    0.75 %     0.25 %     1.00 %
Invesco Utilities Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Mid Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Small Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Small/Mid Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Value II Fund
    0.75 %     0.25 %     1.00 %

4


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM TAX-EXEMPT FUNDS   Sales   Service   Aggregate
(INVESCO TAX-EXEMPT FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco High Income Municipal Fund
    0.75 %     0.25 %     1.00 %
Invesco Municipal Fund
    0.75 %     0.25 %     1.00 %”

5

AMENDMENT NO. 15
TO
FIRST RESTATED MASTER DISTRIBUTION PLAN
(CLASS B SHARES)
(SECURITIZATION FEATURE)
     The First Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, as subsequently amended, and as restated the 20 th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective June 14, 2010, as follows:
     WHEREAS, the parties desire to amend the Plan to add a new Portfolio: Invesco Emerging Market Local Currency Debt Fund;
     NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.
     All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.
“SCHEDULE A TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS B SHARES)
DISTRIBUTION AND SERVICE FEES
     The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM COUNSELOR SERIES TRUST   Sales   Service   Aggregate
(INVESCO COUNSELOR SERIES TRUST)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Core Plus Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Multi-Sector Fund
    0.75 %     0.25 %     1.00 %
Invesco Select Real Estate Income Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Core Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Relative Value Fund
    0.75 %     0.25 %     1.00 %

 


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM EQUITY FUNDS   Sales   Service   Aggregate
(INVESCO EQUITY FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Capital Development Fund
    0.75 %     0.25 %     1.00 %
Invesco Charter Fund
    0.75 %     0.25 %     1.00 %
Invesco Constellation Fund
    0.75 %     0.25 %     1.00 %
Invesco Diversified Dividend Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Summit Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM FUNDS GROUP   Sales   Service   Aggregate
(INVESCO FUNDS GROUP)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Basic Balanced Fund
    0.75 %     0.25 %     1.00 %
Invesco European Small Company Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco International Small Company Fund
    0.75 %     0.25 %     1.00 %
Invesco Mid Cap Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Select Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Cap Equity Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM GROWTH SERIES   Sales   Service   Aggregate
(INVESCO GROWTH SERIES)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Balanced-Risk Retirement Now Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2010 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2020 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2030 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2040 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2050 Fund
    0.75 %     0.25 %     1.00 %
Invesco Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Conservative Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Growth Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Income Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco International Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Mid Cap Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderate Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderate Growth Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderately Conservative Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Cap Growth Fund
    0.75 %     0.25 %     1.00 %

2


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM INTERNATIONAL MUTUAL FUNDS   Sales   Service   Aggregate
(INVESCO INTERNATIONAL MUTUAL FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Asia Pacific Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco European Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Small & Mid Cap Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco International Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco International Growth Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Balanced-Risk Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco China Fund
    0.75 %     0.25 %     1.00 %
Invesco Developing Markets Fund
    0.75 %     0.25 %     1.00 %
Invesco Emerging Market Local Currency Debt Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Health Care Fund
    0.75 %     0.25 %     1.00 %
Invesco International Total Return Fund
    0.75 %     0.25 %     1.00 %
Invesco Japan Fund
    0.75 %     0.25 %     1.00 %
Invesco Endeavor Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Companies Fund
    0.75 %     0.25 %     1.00 %
Invesco International Growth Equity Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT SECURITIES FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT SECURITIES FUND)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Core Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Dynamics Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Real Estate Fund
    0.75 %     0.25 %     1.00 %
Invesco High Yield Fund
    0.75 %     0.25 %     1.00 %
Invesco Income Fund
    0.75 %     0.25 %     1.00 %
Invesco Money Market Fund
    0.65 %     0.25 %     0.90 %
Invesco Municipal Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Real Estate Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Government Fund
    0.75 %     0.25 %     1.00 %

3


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM SECTOR FUNDS   Sales   Service   Aggregate
(INVESCO SECTOR FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco Energy Fund
    0.75 %     0.25 %     1.00 %
Invesco Financial Services Fund
    0.75 %     0.25 %     1.00 %
Invesco Gold & Precious Metals Fund
    0.75 %     0.25 %     1.00 %
Invesco Leisure Fund
    0.75 %     0.25 %     1.00 %
Invesco Technology Fund
    0.75 %     0.25 %     1.00 %
Invesco Utilities Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Mid Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Small Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Small/Mid Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Value II Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM TAX-EXEMPT FUNDS   Sales   Service   Aggregate
(INVESCO TAX-EXEMPT FUNDS)   Charge   Fee   Fee
Portfolio — Class B Shares
                       
 
                       
Invesco High Income Municipal Fund
    0.75 %     0.25 %     1.00 %
Invesco Municipal Fund
    0.75 %     0.25 %     1.00%”  

4

AMENDMENT NO. 13
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN
(Class C Shares)
     The First Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, and as subsequently amended, and as restated the 20 th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective April 30, 2010, as follows:
          WHEREAS, the Plan is hereby amended to: 1) reflect the name change of each of the Funds; 2) reflect the name change of the applicable Portfolios from AIM to Invesco; and 3) reflect the further name change of AIM Trimark Fund, Invesco Trimark Endeavor Fund and Invesco Trimark Small Companies Fund to Invesco Global Fund, Invesco Endeavor Fund and Invesco Small Companies Fund, respectively;
          NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS C SHARES)
(DISTRIBUTION AND SERVICE FEES)
     The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM COUNSELOR SERIES TRUST   Sales   Service   Aggregate
(INVESCO COUNSELOR SERIES TRUST)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Core Plus Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Floating Rate Fund
    0.50 %     0.25 %     0.75 %
Invesco Multi-Sector Fund
    0.75 %     0.25 %     1.00 %
Invesco Select Real Estate Income Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Core Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Value Fund
    0.75 %     0.25 %     1.00 %

 


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM EQUITY FUNDS   Sales   Service   Aggregate
(INVESCO EQUITY FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Capital Development Fund
    0.75 %     0.25 %     1.00 %
Invesco Charter Fund
    0.75 %     0.25 %     1.00 %
Invesco Constellation Fund
    0.75 %     0.25 %     1.00 %
Invesco Diversified Dividend Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Summit Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM FUNDS GROUP   Sales   Service   Aggregate
(INVESCO FUNDS GROUP)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Basic Balanced Fund
    0.75 %     0.25 %     1.00 %
Invesco European Small Company Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco International Small Company Fund
    0.75 %     0.25 %     1.00 %
Invesco Mid Cap Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Select Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Cap Equity Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM GROWTH SERIES   Sales   Service   Aggregate
(INVESCO GROWTH SERIES)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Balanced-Risk Retirement Now Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2010 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2020 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2030 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2040 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2050 Fund
    0.75 %     0.25 %     1.00 %
Invesco Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Conservative Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Growth Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Income Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco International Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Mid Cap Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderate Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderate Growth Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderately Conservative Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Cap Growth Fund
    0.75 %     0.25 %     1.00 %

2


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INTERNATIONAL MUTUAL FUNDS   Sales   Service   Aggregate
(INVESCO INTERNATIONAL MUTUAL FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Asia Pacific Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco European Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Small & Mid Cap Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco International Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco International Growth Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Balanced-Risk Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco China Fund
    0.75 %     0.25 %     1.00 %
Invesco Developing Markets Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Health Care Fund
    0.75 %     0.25 %     1.00 %
Invesco International Total Return Fund
    0.75 %     0.25 %     1.00 %
Invesco Japan Fund
    0.75 %     0.25 %     1.00 %
Invesco LIBOR Alpha Fund
    0.75 %     0.25 %     1.00 %
Invesco Endeavor Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Companies Fund
    0.75 %     0.25 %     1.00 %
Invesco International Growth Equity Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT SECURITIES FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT SECURITIES FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Core Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Dynamics Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Real Estate Fund
    0.75 %     0.25 %     1.00 %
Invesco High Yield Fund
    0.75 %     0.25 %     1.00 %
Invesco Income Fund
    0.75 %     0.25 %     1.00 %
Invesco Money Market Fund
    0.65 %     0.25 %     0.90 %
Invesco Municipal Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Real Estate Fund
    0.75 %     0.25 %     1.00 %
Invesco Short Term Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Government Fund
    0.75 %     0.25 %     1.00 %

3


 

                         
    Maximum   Asset    
    Based   Maximum   Maximum
AIM SECTOR FUNDS   Sales   Service   Aggregate
(INVESCO SECTOR FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Energy Fund
    0.75 %     0.25 %     1.00 %
Invesco Financial Services Fund
    0.75 %     0.25 %     1.00 %
Invesco Gold & Precious Metals Fund
    0.75 %     0.25 %     1.00 %
Invesco Leisure Fund
    0.75 %     0.25 %     1.00 %
Invesco Technology Fund
    0.75 %     0.25 %     1.00 %
Invesco Utilities Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Mid Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Small Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Small/Mid Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Value II Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM TAX-EXEMPT FUNDS   Sales   Service   Aggregate
(INVESCO TAX-EXEMPT FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco High Income Municipal Fund
    0.75 %     0.25 %     1.00 %
Invesco Municipal Fund
    0.75 %     0.25 %     1.00 %
 
*   The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).”
All other terms and provisions of the Plan not amended herein shall remain in full force and effect.
Dated: April 30, 2010

4

AMENDMENT NO. 14
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN
(Class C Shares)
     The First Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, and as subsequently amended, and as restated the 20 th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective May 4, 2010, as follows:
          WHEREAS, the parties desire to amend the Plan to add a new Portfolio: Invesco Large Cap Relative Value Fund;
          NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS C SHARES)
(DISTRIBUTION AND SERVICE FEES)
     The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM COUNSELOR SERIES TRUST   Sales   Service   Aggregate
(INVESCO COUNSELOR SERIES TRUST)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Core Plus Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Floating Rate Fund
    0.50 %     0.25 %     0.75 %
Invesco Multi-Sector Fund
    0.75 %     0.25 %     1.00 %
Invesco Select Real Estate Income Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Core Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Relative Value Fund
    0.75 %     0.25 %     1.00 %

 


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM EQUITY FUNDS   Sales   Service   Aggregate
(INVESCO EQUITY FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Capital Development Fund
    0.75 %     0.25 %     1.00 %
Invesco Charter Fund
    0.75 %     0.25 %     1.00 %
Invesco Constellation Fund
    0.75 %     0.25 %     1.00 %
Invesco Diversified Dividend Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Summit Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM FUNDS GROUP   Sales   Service   Aggregate
(INVESCO FUNDS GROUP)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Basic Balanced Fund
    0.75 %     0.25 %     1.00 %
Invesco European Small Company Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco International Small Company Fund
    0.75 %     0.25 %     1.00 %
Invesco Mid Cap Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Select Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Cap Equity Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM GROWTH SERIES   Sales   Service   Aggregate
(INVESCO GROWTH SERIES)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Balanced-Risk Retirement Now Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2010 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2020 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2030 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2040 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2050 Fund
    0.75 %     0.25 %     1.00 %
Invesco Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Conservative Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Growth Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Income Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco International Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Mid Cap Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderate Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderate Growth Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderately Conservative Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Cap Growth Fund
    0.75 %     0.25 %     1.00 %

2


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INTERNATIONAL MUTUAL FUNDS   Sales   Service   Aggregate
(INVESCO INTERNATIONAL MUTUAL FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Asia Pacific Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco European Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Small & Mid Cap Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco International Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco International Growth Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Balanced-Risk Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco China Fund
    0.75 %     0.25 %     1.00 %
Invesco Developing Markets Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Health Care Fund
    0.75 %     0.25 %     1.00 %
Invesco International Total Return Fund
    0.75 %     0.25 %     1.00 %
Invesco Japan Fund
    0.75 %     0.25 %     1.00 %
Invesco LIBOR Alpha Fund
    0.75 %     0.25 %     1.00 %
Invesco Endeavor Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Companies Fund
    0.75 %     0.25 %     1.00 %
Invesco International Growth Equity Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT SECURITIES FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT SECURITIES FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Core Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Dynamics Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Real Estate Fund
    0.75 %     0.25 %     1.00 %
Invesco High Yield Fund
    0.75 %     0.25 %     1.00 %
Invesco Income Fund
    0.75 %     0.25 %     1.00 %
Invesco Money Market Fund
    0.65 %     0.25 %     0.90 %
Invesco Municipal Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Real Estate Fund
    0.75 %     0.25 %     1.00 %
Invesco Short Term Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Government Fund
    0.75 %     0.25 %     1.00 %

3


 

                         
    Maximum   Asset    
    Based   Maximum   Maximum
AIM SECTOR FUNDS   Sales   Service   Aggregate
(INVESCO SECTOR FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Energy Fund
    0.75 %     0.25 %     1.00 %
Invesco Financial Services Fund
    0.75 %     0.25 %     1.00 %
Invesco Gold & Precious Metals Fund
    0.75 %     0.25 %     1.00 %
Invesco Leisure Fund
    0.75 %     0.25 %     1.00 %
Invesco Technology Fund
    0.75 %     0.25 %     1.00 %
Invesco Utilities Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Mid Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Small Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Small/Mid Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Value II Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM TAX-EXEMPT FUNDS   Sales   Service   Aggregate
(INVESCO TAX-EXEMPT FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco High Income Municipal Fund
    0.75 %     0.25 %     1.00 %
Invesco Municipal Fund
    0.75 %     0.25 %     1.00 %
 
*   The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).”
All other terms and provisions of the Plan not amended herein shall remain in full force and effect.
Dated: May 4, 2010

4

AMENDMENT NO. 15
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN
(Class C Shares)
     The First Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, and as subsequently amended, and as restated the 20 th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective June 14, 2010, as follows:
          WHEREAS, the parties desire to amend the Plan to add a new Portfolio: Invesco Emerging Market Local Currency Debt Fund;
          NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS C SHARES)
(DISTRIBUTION AND SERVICE FEES)
     The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM COUNSELOR SERIES TRUST   Sales   Service   Aggregate
(INVESCO COUNSELOR SERIES TRUST)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Core Plus Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Floating Rate Fund
    0.50 %     0.25 %     0.75 %
Invesco Multi-Sector Fund
    0.75 %     0.25 %     1.00 %
Invesco Select Real Estate Income Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Core Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Relative Value Fund
    0.75 %     0.25 %     1.00 %

 


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM EQUITY FUNDS   Sales   Service   Aggregate
(INVESCO EQUITY FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Capital Development Fund
    0.75 %     0.25 %     1.00 %
Invesco Charter Fund
    0.75 %     0.25 %     1.00 %
Invesco Constellation Fund
    0.75 %     0.25 %     1.00 %
Invesco Diversified Dividend Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Large Cap Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Summit Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM FUNDS GROUP   Sales   Service   Aggregate
(INVESCO FUNDS GROUP)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Basic Balanced Fund
    0.75 %     0.25 %     1.00 %
Invesco European Small Company Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco International Small Company Fund
    0.75 %     0.25 %     1.00 %
Invesco Mid Cap Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Select Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Cap Equity Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM GROWTH SERIES   Sales   Service   Aggregate
(INVESCO GROWTH SERIES)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Balanced-Risk Retirement Now Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2010 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2020 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2030 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2040 Fund
    0.75 %     0.25 %     1.00 %
Invesco Balanced-Risk Retirement 2050 Fund
    0.75 %     0.25 %     1.00 %
Invesco Basic Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Conservative Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Growth Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Income Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco International Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Mid Cap Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderate Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderate Growth Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Moderately Conservative Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Cap Growth Fund
    0.75 %     0.25 %     1.00 %

2


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INTERNATIONAL MUTUAL FUNDS   Sales   Service   Aggregate
(INVESCO INTERNATIONAL MUTUAL FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Asia Pacific Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco European Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Small & Mid Cap Growth Fund
    0.75 %     0.25 %     1.00 %
Invesco International Core Equity Fund
    0.75 %     0.25 %     1.00 %
Invesco International Growth Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Balanced-Risk Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco China Fund
    0.75 %     0.25 %     1.00 %
Invesco Developing Markets Fund
    0.75 %     0.25 %     1.00 %
Invesco Emerging Market Local Currency Debt Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Health Care Fund
    0.75 %     0.25 %     1.00 %
Invesco International Total Return Fund
    0.75 %     0.25 %     1.00 %
Invesco Japan Fund
    0.75 %     0.25 %     1.00 %
Invesco LIBOR Alpha Fund
    0.75 %     0.25 %     1.00 %
Invesco Endeavor Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Companies Fund
    0.75 %     0.25 %     1.00 %
Invesco International Growth Equity Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT SECURITIES FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT SECURITIES FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Core Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Dynamics Fund
    0.75 %     0.25 %     1.00 %
Invesco Global Real Estate Fund
    0.75 %     0.25 %     1.00 %
Invesco High Yield Fund
    0.75 %     0.25 %     1.00 %
Invesco Income Fund
    0.75 %     0.25 %     1.00 %
Invesco Money Market Fund
    0.65 %     0.25 %     0.90 %
Invesco Municipal Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco Real Estate Fund
    0.75 %     0.25 %     1.00 %
Invesco Short Term Bond Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Government Fund
    0.75 %     0.25 %     1.00 %

3


 

                         
    Maximum   Asset    
    Based   Maximum   Maximum
AIM SECTOR FUNDS   Sales   Service   Aggregate
(INVESCO SECTOR FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco Energy Fund
    0.75 %     0.25 %     1.00 %
Invesco Financial Services Fund
    0.75 %     0.25 %     1.00 %
Invesco Gold & Precious Metals Fund
    0.75 %     0.25 %     1.00 %
Invesco Leisure Fund
    0.75 %     0.25 %     1.00 %
Invesco Technology Fund
    0.75 %     0.25 %     1.00 %
Invesco Utilities Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Mid Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Small Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco U.S. Small/Mid Cap Value Fund
    0.75 %     0.25 %     1.00 %
Invesco Value II Fund
    0.75 %     0.25 %     1.00 %
                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM TAX-EXEMPT FUNDS   Sales   Service   Aggregate
(INVESCO TAX-EXEMPT FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
                       
Invesco High Income Municipal Fund
    0.75 %     0.25 %     1.00 %
Invesco Municipal Fund
    0.75 %     0.25 %     1.00 %
 
*   The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof).”
All other terms and provisions of the Plan not amended herein shall remain in full force and effect.
Dated: June 14, 2010

4

AMENDMENT NO. 8
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN
(Class R Shares)
     The First Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, and as subsequently amended, and as restated the 20 th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective April 30, 2010, as follows:
          WHEREAS, the Plan is hereby amended to: 1) reflect the name change of each of the Funds; 2) reflect the name change of the applicable Portfolios from AIM to Invesco; and 3) reflect the further name change of AIM Trimark Fund, Invesco Trimark Endeavor Fund and Invesco Trimark Small Companies Fund to Invesco Global Fund, Invesco Endeavor Fund and Invesco Small Companies Fund, respectively;
     NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS R SHARES)

(DISTRIBUTION AND SERVICE FEES)
     The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM COUNSELOR SERIES TRUST   Sales   Service   Aggregate
(INVESCO COUNSELOR SERIES TRUST)   Charge   Fee   Fee
Portfolio — Class R Shares
                       
 
                       
Invesco Core Plus Bond Fund
    0.25 %     0.25 %     0.50 %
Invesco Floating Rate Fund
    0.25 %     0.25 %     0.50 %
Invesco Structured Core Fund
    0.25 %     0.25 %     0.50 %
Invesco Structured Growth Fund
    0.25 %     0.25 %     0.50 %
Invesco Structured Value Fund
    0.25 %     0.25 %     0.50 %

 


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM EQUITY FUNDS   Sales   Service   Aggregate
(INVESCO EQUITY FUNDS)   Charge   Fee   Fee
Portfolio — Class R Shares
                       
 
                       
Invesco Capital Development Fund
    0.25 %     0.25 %     0.50 %
Invesco Charter Fund
    0.25 %     0.25 %     0.50 %
Invesco Constellation Fund
    0.25 %     0.25 %     0.50 %
Invesco Diversified Dividend Fund
    0.25 %     0.25 %     0.50 %
Invesco Large Cap Basic Value Fund
    0.25 %     0.25 %     0.50 %
Invesco Large Cap Growth Fund
    0.25 %     0.25 %     0.50 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM FUNDS GROUP   Sales   Service   Aggregate
(INVESCO FUNDS GROUP)   Charge   Fee   Fee
Portfolio — Class R Shares
                       
 
                       
Invesco Basic Balanced Fund
    0.25 %     0.25 %     0.50 %
Invesco Mid Cap Basic Value Fund
    0.25 %     0.25 %     0.50 %
Invesco Small Cap Equity Fund
    0.25 %     0.25 %     0.50 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM GROWTH SERIES   Sales   Service   Aggregate
(INVESCO GROWTH SERIES)   Charge   Fee   Fee
Portfolio — Class R Shares
                       
 
                       
Invesco Balanced-Risk Retirement Now Fund
    0.25 %     0.25 %     0.50 %
Invesco Balanced-Risk Retirement 2010 Fund
    0.25 %     0.25 %     0.50 %
Invesco Balanced-Risk Retirement 2020 Fund
    0.25 %     0.25 %     0.50 %
Invesco Balanced-Risk Retirement 2030 Fund
    0.25 %     0.25 %     0.50 %
Invesco Balanced-Risk Retirement 2040 Fund
    0.25 %     0.25 %     0.50 %
Invesco Balanced-Risk Retirement 2050 Fund
    0.25 %     0.25 %     0.50 %
Invesco Basic Value Fund
    0.25 %     0.25 %     0.50 %
Invesco Conservative Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco Global Equity Fund
    0.25 %     0.25 %     0.50 %
Invesco Growth Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco Income Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco International Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco Mid Cap Core Equity Fund
    0.25 %     0.25 %     0.50 %
Invesco Moderate Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco Moderate Growth Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco Moderately Conservative Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco Small Cap Growth Fund
    0.25 %     0.25 %     0.50 %

2


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INTERNATIONAL MUTUAL FUNDS   Sales   Service   Aggregate
(INVESCO INTERNATIONAL MUTUAL FUNDS)   Charge   Fee   Fee
Portfolio — Class R Shares
                       
 
                       
Invesco European Growth Fund
    0.25 %     0.25 %     0.50 %
Invesco International Core Equity Fund
    0.25 %     0.25 %     0.50 %
Invesco International Growth Fund
    0.25 %     0.25 %     0.50 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT FUNDS)   Charge   Fee   Fee
Portfolio — Class R Shares
                       
 
                       
Invesco Balanced-Risk Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco LIBOR Alpha Fund
    0.25 %     0.25 %     0.50 %
Invesco Endeavor Fund
    0.25 %     0.25 %     0.50 %
Invesco Global Fund
    0.25 %     0.25 %     0.50 %
Invesco Small Companies Fund
    0.25 %     0.25 %     0.50 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT SECURITIES FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT SECURITIES FUNDS)   Charge   Fee   Fee
Portfolio — Class R Shares
                       
 
                       
Invesco Core Bond Fund
    0.25 %     0.25 %     0.50 %
Invesco Dynamics Fund
    0.25 %     0.25 %     0.50 %
Invesco Global Real Estate Fund
    0.25 %     0.25 %     0.50 %
Invesco Income Fund
    0.25 %     0.25 %     0.50 %
Invesco Money Market Fund
    0.15 %     0.25 %     0.40 %
Invesco Real Estate Fund
    0.25 %     0.25 %     0.50 %
Invesco Short Term Bond Fund
    0.25 %     0.25 %     0.50 %
Invesco U.S. Government Fund
    0.25 %     0.25 %     0.50 %
                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM SECTOR FUNDS   Sales   Service   Aggregate
(INVESCO SECTOR FUNDS)   Charge   Fee   Fee
Portfolio — Class R Shares
                       
 
                       
Invesco Leisure Fund
    0.25 %     0.25 %     0.50 %”
All other terms and provisions of the Plan not amended herein shall remain in full force and effect.
Dated: April 30, 2010

3

AMENDMENT NO. 9
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN
(Class R Shares)
     The First Restated Master Distribution Plan (the “Plan”), dated as of August 18, 2003, and as subsequently amended, and as restated the 20 th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective June 14, 2010, as follows:
          WHEREAS, the parties desire to amend the Plan to add the following Portfolio: Invesco Emerging Market Local Currency Debt Fund;
          NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:
SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(CLASS R SHARES)

(DISTRIBUTION AND SERVICE FEES)
     The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.
                         
    Minimum        
    Asset        
  Based   Maximum   Maximum
AIM COUNSELOR SERIES TRUST   Sales   Service   Aggregate
(INVESCO COUNSELOR SERIES TRUST)   Charge   Fee   Fee
Portfolio – Class R Shares
 
Invesco Core Plus Bond Fund
    0.25 %     0.25 %     0.50 %
Invesco Floating Rate Fund
    0.25 %     0.25 %     0.50 %
Invesco Structured Core Fund
    0.25 %     0.25 %     0.50 %
Invesco Structured Growth Fund
    0.25 %     0.25 %     0.50 %
Invesco Structured Value Fund
    0.25 %     0.25 %     0.50 %
                         
    Minimum        
    Asset        
  Based   Maximum   Maximum
AIM EQUITY FUNDS   Sales   Service   Aggregate
(INVESCO EQUITY FUNDS)   Charge   Fee   Fee
Portfolio – Class R Shares
 
Invesco Capital Development Fund
    0.25 %     0.25 %     0.50 %
Invesco Charter Fund
    0.25 %     0.25 %     0.50 %
Invesco Constellation Fund
    0.25 %     0.25 %     0.50 %
Invesco Diversified Dividend Fund
    0.25 %     0.25 %     0.50 %
Invesco Large Cap Basic Value Fund
    0.25 %     0.25 %     0.50 %
Invesco Large Cap Growth Fund
    0.25 %     0.25 %     0.50 %

 


 

                         
    Minimum        
    Asset        
  Based   Maximum   Maximum
AIM FUNDS GROUP   Sales   Service   Aggregate
(INVESCO FUNDS GROUP)   Charge   Fee   Fee
Portfolio – Class R Shares
 
Invesco Basic Balanced Fund
    0.25 %     0.25 %     0.50 %
Invesco Mid Cap Basic Value Fund
    0.25 %     0.25 %     0.50 %
Invesco Small Cap Equity Fund
    0.25 %     0.25 %     0.50 %
                         
    Minimum        
    Asset        
  Based   Maximum   Maximum
AIM GROWTH SERIES   Sales   Service   Aggregate
(INVESCO GROWTH SERIES)   Charge   Fee   Fee
Portfolio – Class R Shares
 
Invesco Balanced-Risk Retirement Now Fund
    0.25 %     0.25 %     0.50 %
Invesco Balanced-Risk Retirement 2010 Fund
    0.25 %     0.25 %     0.50 %
Invesco Balanced-Risk Retirement 2020 Fund
    0.25 %     0.25 %     0.50 %
Invesco Balanced-Risk Retirement 2030 Fund
    0.25 %     0.25 %     0.50 %
Invesco Balanced-Risk Retirement 2040 Fund
    0.25 %     0.25 %     0.50 %
Invesco Balanced-Risk Retirement 2050 Fund
    0.25 %     0.25 %     0.50 %
Invesco Basic Value Fund
    0.25 %     0.25 %     0.50 %
Invesco Conservative Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco Global Equity Fund
    0.25 %     0.25 %     0.50 %
Invesco Growth Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco Income Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco International Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco Mid Cap Core Equity Fund
    0.25 %     0.25 %     0.50 %
Invesco Moderate Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco Moderate Growth Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco Moderately Conservative Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco Small Cap Growth Fund
    0.25 %     0.25 %     0.50 %
                         
    Minimum        
    Asset        
  Based   Maximum   Maximum
AIM INTERNATIONAL MUTUAL FUNDS   Sales   Service   Aggregate
(INVESCO INTERNATIONAL MUTUAL FUNDS)   Charge   Fee   Fee
Portfolio – Class R Shares
 
Invesco European Growth Fund
    0.25 %     0.25 %     0.50 %
Invesco International Core Equity Fund
    0.25 %     0.25 %     0.50 %
Invesco International Growth Fund
    0.25 %     0.25 %     0.50 %
                         
    Minimum        
    Asset        
  Based   Maximum   Maximum
AIM INVESTMENT FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT FUNDS)   Charge   Fee   Fee
Portfolio – Class R Shares
 
Invesco Balanced-Risk Allocation Fund
    0.25 %     0.25 %     0.50 %
Invesco Emerging Market Local Currency Debt Fund
    0.25 %     0.25 %     0.50 %
Invesco Endeavor Fund
    0.25 %     0.25 %     0.50 %
Invesco LIBOR Alpha Fund
    0.25 %     0.25 %     0.50 %
Invesco Global Fund
    0.25 %     0.25 %     0.50 %
Invesco Small Companies Fund
    0.25 %     0.25 %     0.50 %

2


 

                         
    Minimum        
    Asset        
  Based   Maximum   Maximum
AIM INVESTMENT SECURITIES FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT SECURITIES FUNDS)   Charge   Fee   Fee
Portfolio – Class R Shares
 
Invesco Core Bond Fund
    0.25 %     0.25 %     0.50 %
Invesco Dynamics Fund
    0.25 %     0.25 %     0.50 %
Invesco Global Real Estate Fund
    0.25 %     0.25 %     0.50 %
Invesco Income Fund
    0.25 %     0.25 %     0.50 %
Invesco Money Market Fund
    0.15 %     0.25 %     0.40 %
Invesco Real Estate Fund
    0.25 %     0.25 %     0.50 %
Invesco Short Term Bond Fund
    0.25 %     0.25 %     0.50 %
Invesco U.S. Government Fund
    0.25 %     0.25 %     0.50 %
                         
    Minimum        
    Asset        
  Based   Maximum   Maximum
AIM SECTOR FUNDS   Sales   Service   Aggregate
(INVESCO SECTOR FUNDS)   Charge   Fee   Fee
Portfolio – Class R Shares
 
Invesco Leisure Fund
    0.25 %     0.25 %     0.50%”  
All other terms and provisions of the Plan not amended herein shall remain in full force and effect.
Dated: June 14, 2010

3

AMENDMENT NO. 2
TO
FIRST RESTATED MASTER DISTRIBUTION PLAN
(INVESTOR CLASS SHARES)
     The First Restated Master Distribution Plan (the “Plan”), effective July 1, 2004, as subsequently amended, pursuant to Rule 12b-1, is hereby amended, effective April 30, 2010, as follows:
     WHEREAS, the Plan is hereby amended to: 1) reflect the name change of each of the Funds; and 2) reflect the name change of the applicable Portfolios from AIM to Invesco;
     NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with the following:
“SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION PLAN
(INVESTOR CLASS SHARES)
AIM EQUITY FUNDS
(INVESCO EQUITY FUNDS)
Portfolio — Investor Class Shares

Invesco Diversified Dividend Fund
Invesco Large Cap Growth Fund
AIM FUNDS GROUP
(INVESCO FUNDS GROUP)
Portfolio — Investor Class Shares

Invesco Basic Balanced Fund
AIM GROWTH SERIES
(INVESCO GROWTH SERIES)
Portfolio — Investor Class Shares

Invesco Small Cap Growth Fund
AIM INTERNATIONAL MUTUAL FUNDS
(INVESCO INTERNATIONAL MUTUAL FUNDS)
Portfolio — Investor Class Shares

Invesco European Growth Fund
AIM INVESTMENT SECURITIES FUNDS
(INVESCO INVESTMENT SECURITIES FUNDS)
Portfolio — Investor Class Shares

Invesco Dynamics Fund
Invesco High Yield Fund
Invesco Income Fund
Invesco U.S. Government Fund
Invesco Municipal Bond Fund
Invesco Real Estate Fund
AIM SECTOR FUNDS
(INVESCO SECTOR FUNDS)
Portfolio — Investor Class Shares

Invesco Technology Fund”
     All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.

POWER OF ATTORNEY
     I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:
     (1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements , and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and
     (2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,
     I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.
     As used in this Power of Attorney, “Funds” shall mean: AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and Short-Term Investments Trust, each a Delaware statutory trust.
     I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.
     DATED this June 25, 2010.
         
     
  /s/ David C. Arch    
  David C. Arch   
     
 

 


 

POWER OF ATTORNEY
     I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:
     (1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements , and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and
     (2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,
     I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.
     As used in this Power of Attorney, “Funds” shall mean: AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and Short-Term Investments Trust, each a Delaware statutory trust.
     I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.
     DATED this June 25, 2010.
         
     
  /s/ Rod Dammeyer    
  Rod Dammeyer   
     

 


 

         
POWER OF ATTORNEY
     I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:
     (1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements , and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and
     (2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,
     I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.
     As used in this Power of Attorney, “Funds” shall mean: AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and Short-Term Investments Trust, each a Delaware statutory trust.
     I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.
     DATED this June 25, 2010.
         
     
  /s/ Hugo Sonnenschein    
  Hugo Sonnenschein   
     

 


 

         
POWER OF ATTORNEY
     I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:
     (1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements , and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and
     (2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,
     I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.
     As used in this Power of Attorney, “Funds” shall mean: AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and Short-Term Investments Trust, each a Delaware statutory trust.
     I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.
     DATED this June 25, 2010.
         
     
  /s/ Wayne Whalen    
  Wayne Whalen