As filed with the United States Securities and Exchange Commission on September 23, 2011
1933 Act Registration No. 033-19338
1940 Act Registration No. 811-05426
 
 
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.               
 
 
  Post-Effective Amendment No.  116   þ
 
       
and/or
 
       
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   
 
 
  Amendment No.  117   þ
(Check appropriate box or boxes.)
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza, Suite 2500, Houston, TX 77046-1173
(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, Texas 77046
(Name and Address of Agent of Service)
Copy to:
     
Elisa Mitchell, Esquire
  E. Carolan Berkley, Esquire
Invesco Advisers, Inc.
  Stradley Ronon Stevens & Young, LLP
11 Greenway Plaza, Suite 2500
  2600 One Commerce Square
Houston, Texas 77046
  Philadelphia, Pennsylvania 19103 
 
   
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)
 
  þ   on September 28, 2011, pursuant to paragraph (b)
 
  o   60 days after filing pursuant to paragraph (a)(1)
 
  o   on [date] 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
 
 

 


 

 
Prospectus September 28, 2011
 
Class: A (GADAX), B (GADBX), C (GADCX), Y (GADDX)
Invesco Global Advantage Fund
 
Invesco Global Advantage Fund’s investment objective is long-term capital growth.
 
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    
         
  2    
         
  3    
The Adviser(s)
  3    
Adviser Compensation
  4    
Portfolio Managers
  4    
         
  4    
Sales Charges
  4    
Distributions
  4    
Dividends
  4    
Capital Gains Distributions
  4    
Limited Fund Offering
  4    
         
  4    
         
  5    
         
Shareholder Account Information
  A-1    
Choosing a Share Class
  A-1    
Share Class Eligibility
  A-2    
Distribution and Service (12b-1) Fees
  A-3    
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 Advantage Fund


 

 
Fund Summary
 
Investment Objective(s)
The Fund’s investment objective is long-term capital growth.
 
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   Y    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     5.50 %     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      
 
                                     
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   A   B   C   Y    
 
Management Fees     0.57 %     0.57 %     0.57 %     0.57 %    
Distribution and/or Service (12b-1) Fees
    0.25       1.00       1.00       None      
Other Expenses
    0.45       0.45       0.45       0.45      
Total Annual Fund Operating Expenses
    1.27       2.02       2.02       1.02      
 
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
  $ 672     $ 931     $ 1,209     $ 2,000      
Class B
    705       934       1,288       2,155      
Class C
    305       634       1,088       2,348      
Class Y
    104       325       563       1,248      
 
You would pay the following expenses if you did not redeem your shares:
 
                                     
    1 Year   3 Years   5 Years   10 Years    
 
Class A
  $ 672     $ 931     $ 1,209     $ 2,000      
Class B
    205       634       1,088       2,155      
Class C
    205       634       1,088       2,348      
Class Y
    104       325       563       1,248      
 
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 110% of the average value of its portfolio.
 
Principal Investment Strategies of the Fund
The Fund will normally invest at least 65% of its assets in equity securities of companies located throughout the world, including the United States. The Fund may also invest in companies located in emerging market or developing countries. Equity securities in which the Fund invests are common stock, preferred stock and depositary receipts.
 
The portfolio managers of the Fund employ a disciplined investment strategy that emphasizes fundamental research, supported by quantitative analysis, portfolio construction and risk management techniques. The strategy primarily focuses on identifying issuers that have experienced, or exhibit the potential for, accelerating or above average earnings growth but whose prices do not fully reflect these attributes. Investments for the portfolio are selected bottom-up on a security-by-security basis. The focus is on the strengths of individual issuers, rather than sector or country trends.
 
The Fund’s portfolio managers may consider selling a security for several reasons, including when (1) its fundamentals deteriorate or it posts disappointing earnings, (2) its security price appears to be overvalued, or (3) a more attractive investment opportunity is identified.
 
The Fund may also use foreign forward currency exchange contracts, which are derivative instruments, in connection with its investments in foreign securities. Forward foreign currency exchange contracts involve the purchase or sale of a specific amount of foreign currency at the current price with delivery at a specified future date.
 
In attempting to meet its investment objective, the Fund engages in active and frequent trading of portfolio securities.
 
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 (FDIC) or any other government 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:
 
Active Trading Risk. The Fund engages in frequent trading of portfolio securities. Active trading results in added expenses and may result in a lower return and increased tax liability.
 
Common Stock and Other Equity Securities. In general, stock and other equity security values fluctuate, and sometimes widely fluctuate, in response to activities specific to the company as well as general market, economic and political conditions.
 
Foreign and Emerging Market Securities. Investments in foreign markets entail special risks such as currency, political, economic and market risks. There also may be greater market volatility, less reliable financial information, higher transaction and custody costs, decreased market liquidity and less government and exchange regulation associated with investments in foreign markets. The risks of investing in emerging market countries are greater than risks associated with investments in foreign developed countries. The use of forward foreign currency exchange contracts involve the risk that such transactions may reduce or preclude the opportunity for gain and that currency contracts create exposure to currencies in which the Fund’s securities are not denominated.
 
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, a style specific market benchmark and a peer group benchmark comprised of funds with investment objectives and strategies similar to those of the Fund.
 
1        Invesco Global Advantage Fund


 

The Fund’s and Morgan Stanley Global Advantage Fund’s (the predecessor fund’s) past performance (before and after taxes) is not necessarily an indication of its future performance.
 
The returns shown prior to June 1, 2010 are those of the Class A, Class B, Class C and Class I shares of the predecessor fund. The predecessor fund was advised by Morgan Stanley Investment Advisors Inc. Class A, Class B, Class C and Class I shares of the predecessor fund were reorganized into Class A, Class B, Class C and Class Y, respectively, of the Fund on June 1, 2010. Class A, Class B, Class C and Class Y shares’ returns of the Fund will be different from the predecessor fund as they have different expenses. Performance for Class A and Class B shares has been restated to reflect the Fund’s applicable sales charge. Performance for Class B shares assumes conversion to Class A shares eight years after the start of the performance period.
 
Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
The bar chart does not reflect sales loads. If it did, the annual total returns shown would be lower.
 
Class A Shares year-to-date (ended June 30, 2011): 6.87%
Best Quarter (ended June 30, 2009): 21.80%
Worst Quarter (ended September 30, 2002): (21.05)%
 
                         
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
    Year   Years   Years
 
Class A: Inception (02/25/1998)                        
Return Before Taxes     9.55 %     3.57 %     1.11 %
Return After Taxes on Distributions     9.55       3.57       1.11  
Return After Taxes on Distributions and Sale of Fund Shares     6.21       3.10       0.96  
Class B: Inception (02/25/1998)     10.09       3.63       1.06  
Class C: Inception (02/25/1998)     14.05       3.94       0.91  
Class Y: Inception (02/25/1998)     16.23       5.01       1.93  
MSCI World Index sm1     11.76       2.43       2.31  
MSCI World Growth Index 1     14.50       3.49       1.77  
Lipper Global Multi-Cap Growth Funds Index 1     19.93       6.00       4.35  
Lipper Global Large-Cap Growth Funds Index 1     13.35       3.19       0.78  
     
1
  The Fund has elected to include three benchmark indices: the MSCI World Index, the MSCI World Growth Index and the Lipper Global Large-Cap Growth Funds Index. The Fund uses the MSCI World Index as its broad-based benchmark to provide investors a broad proxy for the U.S. market. The MSCI World Growth Index is the style specific benchmark and is the proxy that most appropriately reflects the Fund’s investment process. The Fund has elected to use the Lipper Global Large-Cap Growth Funds Index to represent its peer group rather than the Lipper Global Multi-Cap Growth Funds Index. The Lipper Global Large-Cap Growth Funds Index more closely reflects the performance of the types of securities in which the Fund invests.
 
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. (the Adviser).
 
             
Portfolio Managers   Title   Length of Service on the Fund
 
Matthew Dennis   Portfolio Manager (lead)     2010  
Ryan Amerman   Portfolio Manager     2011  
Mark Jason   Portfolio Manager     2011  
 
Purchase and Sale of Fund Shares
You may purchase, redeem or exchange shares of the Fund on any business day open for business through your financial adviser, through our Web site at www.invesco.com/us, by mail to Invesco Investment Services, Inc., P.O. Box 219078, Kansas City, MO 64121-9078, or by telephone at 800-959-4246.
 
New or additional investments in Class B shares are not permitted. The minimum investments for Class A, 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  
 
Tax Information
The Fund’s distributions generally are 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 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 to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s Web site for more information.
 
Investment Objective(s), Strategies, Risks and Portfolio Holdings
 
Investment Objective(s)
The Fund’s investment objective is long-term capital growth. The Fund’s investment objective may be changed by the Board of Trustees (the Board) without shareholder approval.
 
Principal Investment Strategies
The Fund will normally invest at least 65% of its assets in equity securities of companies located throughout the world (including the United States). Equity securities in which the Fund invests are common stock, preferred stock and/or depositary receipts. The Fund may also invest in foreign
 
2        Invesco Global Advantage Fund


 

securities issued by companies located in emerging market or developing countries.
 
The portfolio managers of the Fund employ a disciplined investment strategy that emphasizes fundamental research, supported by quantitative analysis, portfolio construction and risk management techniques. The strategy primarily focuses on identifying issuers that have experienced, or exhibit the potential for, accelerating or above average earnings growth but whose prices do not fully reflect these attributes. Investments for the portfolio are selected bottom-up on a security-by-security basis. The focus is on the strengths of individual issuers, rather than sector or country trends.
 
The Fund’s portfolio managers may consider selling a security for several reasons, including when (1) its fundamentals deteriorate or it posts disappointing earnings, (2) its security price appears to be overvalued, or (3) a more attractive investment opportunity is identified.
 
In addition, the Fund may utilize forward foreign currency exchange contracts, which are derivative instruments, in connection with its investments in foreign securities. Forward foreign currency exchange contracts involve the purchase or sale of a specific amount of foreign currency at the current price with delivery at a specified future date. The Fund may use these contracts to hedge against adverse movements in the foreign currencies in which portfolio securities are denominated.
 
In pursuing the Fund’s investment objective, the Adviser has considerable leeway in deciding which investments it buys, holds or sells on a day-to-day basis and which investment strategies it uses. For example, the Adviser in its discretion may determine to use some permitted investment strategies while not using others.
 
The Fund may, from time to time, take temporary defensive positions that are 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.
 
In attempting to meet its investment objective, the Fund engages in active and frequent trading of portfolio securities.
 
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. The Fund may also invest in securities and other investments not described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Principal Risks
Active Trading Risk. Frequent trading of portfolio securities may result in increased costs and may lower the Fund’s actual return. Frequent trading also may increase short term gains and losses, which may affect the Fund’s tax liability.
 
Common Stock and Other Equity Securities. A principal risk of investing in the Fund is associated with its common stock and other equity investments. In general, stock and other equity security values fluctuate and sometimes widely fluctuate in response to activities specific to the company as well as general market, economic and political conditions.
 
Foreign and Emerging Market Securities. The Fund may invest a substantial portion of its assets in foreign securities, including those issued by companies located in emerging market or developing countries. Foreign securities involve risks that are in addition to the risks associated with domestic securities. One additional risk is currency risk. While the price of Fund shares is quoted and redemption proceeds are paid in U.S. dollars, the Fund may convert U.S. dollars to a foreign market’s local currency to purchase a security in that market. If the value of that local currency falls relative to the U.S. dollar, the U.S. dollar value of the foreign security will decrease. This is true even if the foreign security’s local price remains unchanged.
 
Foreign securities also have risks related to economic and political developments abroad, including expropriations, confiscatory taxation, exchange control regulation, limitations on the use or transfer of Fund assets and any effects of foreign social, economic or political instability. In particular, adverse political or economic developments in a geographic region or a particular country in which the Fund invests could cause a substantial decline in the value of the Fund. Foreign companies, in general, are not subject to the regulatory requirements of U.S. companies and, as such, there may be less publicly available information about these companies. Moreover, foreign accounting, auditing and financial reporting standards generally are different from those applicable to U.S. companies. Finally, in the event of a default of any foreign debt obligations, it may be more difficult for the Fund to obtain or enforce a judgment against the issuers of the securities.
 
Securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their U.S. counterparts. In addition, differences in clearance and settlement procedures in foreign markets may cause delays in settlement of the Fund’s trades effected in those markets and could result in losses in the Fund due to subsequent declines in the value of the securities subject to the trades.
 
The foreign securities in which the Fund may invest may be issued by issuers located in emerging market or developing countries. Compared to the United States and other developed countries, emerging market or developing countries may have relatively unstable governments, economies based on only a few industries and securities markets that trade a small number of securities. Securities issued by companies located in these countries tend to be especially volatile and may be less liquid than securities traded in developed countries. In the past, securities in these countries have been characterized by greater potential loss than securities of companies located in developed countries.
 
Depositary receipts involve many of the same risks as those associated with direct investment in foreign securities. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of such receipts, or to pass through to them any voting rights with respect to the deposited securities.
 
The use of forward foreign currency exchange contracts involve the risk that such transactions may reduce or preclude the opportunity for gain if the value of the currency should move in the direction opposite to the position taken. There is an additional risk to the effect that currency contracts create exposure to currencies in which the Fund’s securities are not denominated. Unanticipated changes in currency prices may result in poorer overall performance for the Fund than if it had not entered into such contracts.
 
Other Risks. The performance of the Fund also will depend on whether or not the Adviser is successful in applying the Fund’s investment strategies.
 
Portfolio Holdings
A description of Fund policies and procedures with respect to the disclosure of Fund portfolio holdings is available in the SAI, which is available at www.invesco.com/us.
 
Fund Management
 
The Adviser(s)
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.
 
3        Invesco Global Advantage Fund


 

 
Pending Litigation. Detailed information concerning pending litigation can be found in the SAI.
 
Adviser Compensation
During the fiscal year ended May 31, 2011, the Adviser received compensation of 0.56% of Invesco Global Advantage Fund’s average daily net assets.
 
The Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed in the SAI) of Class A shares to 1.41%, Class B shares to 2.16%, Class C shares to 2.16% and Class Y shares to 1.16% of average daily net assets, respectively. Unless the Board and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012.
 
A discussion regarding the basis for the Board’s approval of the investment advisory agreement and investment sub-advisory agreements of the Fund is available in the Fund’s most recent annual report to shareholders for the twelve-month period ended May 31.
 
Portfolio Managers
The following individuals are jointly and primarily responsible for the day-to-day management of the Fund’s portfolio:
 
n   Matthew Dennis, (lead manager), Portfolio Manager, who has been responsible for the Fund since 2010 and has been associated with Invesco and/or its affiliates since 2000.
 
n   Ryan Amerman, Portfolio Manager, who has been responsible for the Fund since 2011 and has been associated with Invesco and/or its affiliates since 1996.
 
n   Mark Jason, Portfolio Manager, who has been responsible for the Fund since 2011 and has been associated with Invesco and/or its affiliates since 2001.
 
A lead manager generally has final authority over all aspects of a portion of the Fund’s investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings. The degree to which a lead manager may perform these functions, and the nature of these functions, may change from time to time.
 
More information on the portfolio managers may be found at www.invesco.com/us. The Web site is not part of the 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 the 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 the prospectus. Class B shares purchased prior to June 1, 2010 will be subject to payment of Category II contingent deferred sales charges (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 (CDSCs)” section of the prospectus. Class B shares purchased on or after June 1, 2010 will be subject to payment of 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 (CDSCs)” section of the prospectus. Purchases of Class C shares are subject to a CDSC. For more information on CDSCs, see the “Shareholder Account Information—Contingent Deferred Sales Charges (CDSCs)” section of this prospectus.
 
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 available 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.
 
Limited Fund Offering
The Fund is closed to new investors. Investors who were invested in the Fund on or prior to May 6, 2011 may continue to make additional purchases in their accounts. Any retirement plan may continue to make additional purchases of Fund shares and may add new accounts at the plan level that may purchase Fund shares if the retirement plan had invested in the Fund as of May 6, 2011. Any brokerage firm wrap program may continue to make additional purchases of Fund shares and may add new accounts at the program level that may purchase Fund shares if the brokerage firm wrap program had invested in the Fund as of May 6, 2011. Investors should note that the Fund reserves the right to refuse any order that might disrupt the efficient management of the Fund.
 
The Fund may resume sale of shares to new investors on a future date if the Adviser determines that it is appropriate.
 
Benchmark Descriptions
 
Lipper Global Large-Cap Growth Funds Index is an unmanaged index considered representative of global large-cap growth funds tracked by Lipper.
 
Lipper Global Multi-Cap Growth Funds Index is an unmanaged index considered representative of global multi-cap growth funds tracked by Lipper.
 
MSCI World Index sm is an unmanaged index considered representative of stocks of developed countries.
 
MSCI World Growth Index is an unmanaged index considered representative of growth stocks of developed countries.
 
4        Invesco Global Advantage Fund


 

 
 
Financial Highlights
 
The financial highlights show the Fund’s and the predecessor fund’s financial history for the past five fiscal years or, if shorter, the period of operations of the Fund or any of its share classes. The financial highlights table is intended to help you understand the predecessor fund’s financial performance. Certain information reflects financial results for a single Fund or predecessor 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 and the predecessor fund (assuming reinvestment of all dividends and distributions).
 
The information for the fiscal years ended on or after May 31, 2010 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, whose report, along with the Fund’s financial statements, are included in the Fund’s annual report, which is available upon request. The information for the fiscal years ended prior to May 31, 2010 has been audited by the auditor to the predecessor fund.
 
                                                                                                 
                                        Ratio of
       
                                    Ratio of
  expenses
       
                                    expenses
  to average net
       
            Net gains
                      to average
  assets without
  Ratio of net
   
    Net asset
  Net
  (losses) on
      Dividends
              net assets
  fee waivers
  investment
   
    value,
  investment
  securities (both
  Total from
  from net
  Net asset
      Net assets,
  with fee waivers
  and/or
  income (loss)
   
    beginning
  income
  realized and
  investment
  investment
  value, end
  Total
  end of period
  and/or expenses
  expenses
  to average
  Portfolio
    of period   (loss) (a)   unrealized)   operations   income   of period   Return (b)   (000s omitted)   absorbed   absorbed   net assets   turnover (c)
 
 
Class A                                                                                                
Year ended 05/31/11   $ 9.41     $ 0.10     $ 2.76 (d)   $ 2.86     $     $ 12.27       30.39 % (d)   $ 117,332       1.26 % (e)     1.27 % (e)     0.92 % (e)     110 %
Year ended 05/31/10     8.01       0.01       1.41       1.42       (0.02 )     9.41       17.73       104,745       1.38 (f)     1.38 (f)     0.10 (f)     18  
Year ended 05/31/09     11.59       0.03       (3.53 )     (3.50 )     (0.08 )     8.01       (30.09 )     104,570       1.41 (f)     1.41 (f)     0.30 (f)     34  
Year ended 05/31/08     12.17       0.06       (0.63 )     (0.57 )     (0.01 )     11.59       (4.71 )     180,366       1.23 (f)     1.23 (f)     0.53 (f)     28  
Year ended 05/31/07     9.54       0.02       2.61       2.63             12.17       27.57       208,521       1.29       1.29       0.19       15  
Class B                                                                                                
Year ended 05/31/11     8.70       0.02       2.53 (d)     2.55             11.25       29.31 (d)     3,499       2.01 (e)     2.02 (e)     0.17 (e)     110  
Year ended 05/31/10     7.44       (0.05 )     1.31       1.26             8.70       16.94       4,472       2.13 (f)     2.13 (f)     (0.65 ) (f)     18  
Year ended 05/31/09     10.72       (0.04 )     (3.24 )     (3.28 )           7.44       (30.60 )     6,237       2.16 (f)     2.16 (f)     (0.45 ) (f)     34  
Year ended 05/31/08     11.33       (0.03 )     (0.58 )     (0.61 )           10.72       (5.38 )     18,290       1.98 (f)     1.98 (f)     (0.22 ) (f)     28  
Year ended 05/31/07     8.95       (0.06 )     2.44       2.38             11.33       26.59       35,825       2.06       2.06       (0.58 )     15  
Class C                                                                                                
Year ended 05/31/11     8.72       0.02       2.54 (d)     2.56             11.28       29.36 (d)     14,047       2.01 (e)     2.02 (e)     0.17 (e)     110  
Year ended 05/31/10     7.46       (0.06 )     1.32       1.26             8.72       16.89       12,427       2.13 (f)     2.13 (f)     (0.65 ) (f)     18  
Year ended 05/31/09     10.75       (0.03 )     (3.26 )     (3.29 )           7.46       (30.60 )     12,132       2.16 (f)     2.16 (f)     (0.45 ) (f)     34  
Year ended 05/31/08     11.36       (0.02 )     (0.59 )     (0.61 )           10.75       (5.37 )     20,935       1.98 (f)     1.98 (f)     (0.22 ) (f)     28  
Year ended 05/31/07     8.98       (0.06 )     2.44       2.38             11.36       26.50       24,700       2.06       2.06       (0.58 )     15  
Class Y                                                                                                
Year ended 05/31/11     9.60       0.13       2.81 (d)     2.94             12.54       30.63 (d)     483       1.01 (e)     1.02 (e)     1.17 (e)     110  
Year ended 05/31/10     8.17       0.04       1.44       1.48       (0.05 )     9.60       18.04       199       1.13 (f)     1.13 (f)     0.35 (f)     18  
Year ended 05/31/09     11.84       0.04       (3.60 )     (3.56 )     (0.11 )     8.17       (29.92 )     154       1.16 (f)     1.16 (f)     0.55 (f)     34  
Year ended 05/31/08     12.43       0.10       (0.66 )     (0.56 )     (0.03 )     11.84       (4.41 )     843       0.98 (f)     0.98 (f)     0.78 (f)     28  
Year ended 05/31/07     9.72       0.03       2.68       2.71             12.43       27.88       1,059       1.06       1.06       0.42       15  
     
(a)
  Calculated using average shares outstanding.
(b)
  Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable.
(c)
  Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.
(d)
  Includes litigation proceeds received during the period. Had the litigation proceeds not been received, net gains (losses) on securities (both realized and unrealized) per share would have been $2.59, $2.36, $2.37 and $2.64 for Class A, Class B, Class C and Class Y shares, respectively, and total returns would have been lower.
(e)
  Ratios are based on average daily net assets (000’s omitted) of $112,077, $4,042, $13,256 and $331 for Class A, Class B, Class C and Class Y shares, respectively.
(f)
  The ratios reflect the rebate of certain Fund expenses in connection with investments in a Morgan Stanley affiliate during the period. The effect of the rebate on the ratios is less than 0.005% for each of the years ended May 31, 2010, 2009 and 2008.
 
5        Invesco Global Advantage 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. Go to the tab for “Accounts & Services,” then click on “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  New or additional investments are not permitted.
 
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 Short Term Bond Fund unless you received Class C shares of Invesco Short Term Bond Fund through an exchange from Class C shares from another Invesco Fund that is still subject to a CDSC.
5
  The 12b-1 fee for Class C shares of certain Funds is less than 1.00%. The “Fees and Expenses of the Fund - Annual Fund Operating Expenses” section of the prospectus reflects the actual 12b-1 fees paid by a Fund.
 
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 (New or additional investments in Class B5 shares are not permitted);
 
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 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—09/11


 

Share Class Eligibility
 
Class A, B, C and Invesco Cash Reserve Shares
Class A, 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.
 
New or additional investments in Class B shares are not permitted. Existing shareholders of Class B shares may continue as Class B shareholders, continue to reinvest dividends and capital gains distributions in Class B shares and exchange their Class B shares for Class B shares of other Funds as permitted by the current exchange privileges, until they convert. For Class B shares outstanding on November 29, 2010 and Class B shares acquired upon reinvestment of dividends, all Class B share attributes including the associated Rule 12b-1 fee, CDSC and conversion features, will continue.
 
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, C5 or R5 of a specific Fund may make additional purchases into Class A5, 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 Internal Revenue Code (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.
 
A-2        The Invesco Funds


 

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 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   have assets of at least $1 million; or
  n   have at least 100 employees eligible to participate in the Plan; or
  n   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 investment 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 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 Short Term Bond Fund
Class C shares of 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 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 Fund.
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 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 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 Emerging Markets Equity 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 Growth Fund
Invesco Global Health Care Fund
Invesco Global Real Estate Fund
Invesco Global Real Estate Income 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 Small Company Fund
Invesco International Total Return Fund
Invesco Pacific Growth Fund
Invesco Van Kampen High Yield Municipal Fund
Invesco Van Kampen Small Cap Growth Fund
Invesco Van Kampen Small Cap Value Fund
 
A-5        The Invesco Funds


 

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, C, Y, Investor Class and Invesco Cash Reserve 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 219078,
Kansas City, MO 64121-9078.
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*.
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.
 
A-6        The Invesco Funds


 

         
    Opening An Account   Adding To An Account
 
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 (a Systematic Purchase Plan). 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 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.
 
A-7        The Invesco Funds


 

     
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;
   
n  The cost basis method or specific shares you wish to redeem for tax reporting purposes, if different than the method already on record; 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).
 
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
 
A-8        The Invesco Funds


 

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 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 B, 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. 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, 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, 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, Y*
Class R
  Class R
Class R5
  Class R
Class Y
  Class Y
 
     
*
  You may exchange your Invesco Cash Reserve Shares, Class A shares, Class C 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 C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any Fund.
n   Invesco Cash Reserve shares, Class A shares, Class C shares or Investor Class shares of one Fund cannot 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.
 
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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 Boards of Trustees of the Funds (collectively, 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 and the Invesco Limited Maturity Treasury Fund. 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.
 
Invesco 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) has 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.
 
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
 
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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. An effect of fair value pricing may be to 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 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.
 
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.
 
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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.
 
For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each Fund’s portfolio securities transactions are recorded no later than the first business day following the trade date.
 
The Invesco Balanced-Risk Allocation Fund, Invesco Balanced-Risk Commodity Strategy Fund and Invesco Commodities Strategy Fund may each invest up to 25% of their total assets in shares of their respective subsidiaries (the 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 Subsidiaries’ portfolio investments be marked-to-market (that is, the value on each of the Subsidiaries’ 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 such business day; however, if your order is received and accepted after the close of the customary trading session or any earlier NYSE closing
 
A-12        The Invesco Funds


 

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 generally are 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 2012) 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 on sale or redemption of your 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. Your gain or loss is calculated by subtracting from the gross proceeds your cost basis. Gross proceeds and, for shares acquired on or after January 1, 2012 and disposed of after that date, cost basis will be reported to you and the IRS. Cost basis will be calculated using the Fund’s default method of average cost, unless you instruct the Fund in writing to use a different calculation method. As a service to you, the Fund will continue to provide to you (but not the IRS) cost basis information for shares acquired before 2012, when available, using the average cost method. If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.Invesco.com/us .
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 generally are exempt from federal income tax, such as retirement plans that are qualified under Section 401 and 403 of the Code and 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
 
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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 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 generally will not 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. REIT. Please see the SAI for a discussion of the risks and special tax consequences to shareholders in the event the Fund realizes excess inclusion income in excess of certain threshold amounts.
n   The Fund’s foreign shareholders should see the SAI for a discussion of the risks and special tax consequences to them from a sale of a U.S. real property interest by a REIT in which the Fund invests.
 
Invesco Balanced-Risk Allocation Fund, Invesco Balanced-Risk Commodity Strategy 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 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 Subsidiary as qualifying income. If, contrary to a number of private letter rulings (PLRs) issued by the IRS, the IRS were to determine such income is non qualifying, a Fund might fail to satisfy the income requirement. In lieu of disqualification, the Funds are permitted to pay a tax for certain failures to satisfy the asset diversification or income requirements, which, in general, are limited to those due to reasonable cause and not willful neglect for taxable years of the Fund with respect to which the extended due date of the return is after December 22, 2010. The Funds intend to limit their investments in their respective Subsidiary to no more than 25% of the value of each Fund’s total assets in order to satisfy the asset diversification requirement.
 
n   Additionally, the Invesco Balanced-Risk Allocation Fund and the Invesco Balanced-Risk Commodity Strategy Fund have received a PLR from the IRS holding that the Funds’ income from a form of commodity-linked note is qualifying income. The Invesco Balanced-Risk Allocation Fund has also received a PLR from the IRS holding that its income derived from its Subsidiary’s investments in commodity-linked derivatives is qualifying income.
 
Invesco Emerging Market Local Currency Debt Fund
n   The Fund 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 on whether the realization of such foreign currency gains is qualified income for the Fund. If such regulations are issued, the Fund may not qualify as a regulated investment company and/or the Fund may change its investment policy. 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 Fund, resulting in the Fund’s failure to qualify as a regulated investment company. In lieu of disqualification, the Fund is permitted to pay a tax for certain failures to satisfy the asset diversification or income requirements, which, in general, are limited to those due to reasonable cause and not willful neglect for taxable years of the Fund with respect to which the extended due date of the return is after December 22, 2010.
 
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.
 
A-14        The Invesco Funds


 

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 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 semi-annual reports to shareholders contain additional information about the Fund’s investments. The Fund’s annual report discusses the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year. The Fund will file 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 the Fund’s current SAI, annual or semi-annual reports or Form N-Q, please contact us.
 
     
By Mail:   Invesco Investment Services, Inc.
P.O. Box 219078, Kansas City, MO 64121-9078
     
By Telephone:   (800) 959-4246
     
On the Internet:   You can send us a request by e-mail or download prospectuses, SAI, annual or semi-annual reports via our Web site: www.invesco.com/us
 
You can also review and obtain copies of SAIs, annual or semi-annual 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 Advantage Fund
   
SEC 1940 Act file number: 811-05426
 
     
     
invesco.com/us   MS-GADV-PRO-1
   


 

         
     
 
(INVESCO LOGO)
  Statement of Additional Information
  September 28, 2011
  AIM Investment Funds (Invesco Investment Funds)    
 
This Statement of Additional Information (the SAI) relates to each portfolio (each a Fund, collectively the Funds) of AIM Investment Funds (Invesco Investment Funds) (the Trust) listed below. Each Fund offers separate classes of shares as follows:
                         
Fund   Class A   Class B   Class C   Class R   Class Y   Institutional
Invesco Commodities Strategy Fund
  COAAX   COAHX   COACX   COARX   COAIX   COAJX
Invesco Global Advantage Fund
  GADAX   GADBX   GADCX   N/A   GADDX   N/A
Invesco Pacific Growth Fund
  TGRAX   TGRBX   TGRCX   TGRRX   TGRDX   TGRSX
Invesco Van Kampen Global Tactical Asset Allocation Fund
  VGTAX   VGTBX   VGTCX   VGTRX   VGTIX   VGTJX

 


 

         
     
 
(INVESCO LOGO)
  Statement of Additional Information
  September 28, 2011
 
AIM Investment Funds (Invesco Investment Funds)  
 
This SAI is not a Prospectus, and it should be read in conjunction with the Prospectuses for the Funds listed below. Portions of each Fund’s financial statements are incorporated into this SAI by reference to such Fund’s most recent Annual and/or Semi-Annual Reports to shareholders. You may obtain, without charge, a copy of any Prospectus and/or Annual and/or Semi-Annual Reports for any Fund listed below from an authorized dealer or by writing to:
Invesco Investment Services, Inc.
P.O. Box 219078
Kansas City, MO 64121-9078
or by calling (800) 959-4246
or on the Internet: www.invesco.com/us
This SAI, dated September 28, 2011, relates to retail classes and institutional class shares of the following Prospectuses:
         
Fund   Retail Classes   Institutional Classes
Invesco Commodities Strategy Fund
  November 10, 2010   November 10, 2010
Invesco Global Advantage Fund
  September 28, 2011   N/A
Invesco Pacific Growth Fund
  February 28, 2011   May 23, 2011
Invesco Van Kampen Global Tactical Asset Allocation Fund
  February 28, 2011   February 28, 2011
The Trust has established other funds which are offered by separate prospectuses and a separate SAI.

 


 

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
         
GENERAL INFORMATION ABOUT THE TRUST
    1  
Fund History
    1  
Shares of Beneficial Interest
    1  
DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
    3  
Classification
    3  
Investment Strategies and Risks
    3  
Equity Investments
    3  
Foreign Investments
    6  
Exchange-Traded Funds
    9  
Exchange-Traded Notes
    9  
Debt Investments
    10  
Other Investments
    20  
Investment Techniques
    24  
Derivatives
    29  
Fund Policies
    37  
Portfolio Turnover
    40  
Policies and Procedures for Disclosure of Fund Holdings
    40  
MANAGEMENT OF THE TRUST
    43  
Board of Trustees
    43  
Management Information
    49  
Trustee Ownership of Fund Shares
    54  
Compensation
    54  
Retirement Plan for Trustees
    54  
Deferred Compensation Agreements
    55  
Purchase of Class A Shares of the Funds at Net Asset Value
    55  
Purchases of Class Y Shares of the Funds at Net Asset Value
    55  
Code of Ethics
    55  
Proxy Voting Policies
    55  
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
    56  
INVESTMENT ADVISORY AND OTHER SERVICES
    56  
Investment Adviser
    56  
Investment Sub-Advisers
    58  
Portfolio Managers
    59  
Securities Lending Arrangements
    59  
Service Agreements
    59  
Other Service Providers
    60  
BROKERAGE ALLOCATION AND OTHER PRACTICES
    61  
Brokerage Transactions
    61  
Commissions
    62  
Broker Selection
    62  
Directed Brokerage (Research Services)
    65  

i


 

         
Regular Brokers
    65  
Allocation of Portfolio Transactions
    65  
Allocation of Initial Public Offering (IPO) Transactions
    65  
PURCHASE, REDEMPTION AND PRICING OF SHARES
    65  
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
    66  
Dividends and Distributions
    66  
Tax Matters
    66  
DISTRIBUTION OF SECURITIES
    82  
Distributor
    82  
Distribution Plans
    83  
FINANCIAL STATEMENTS
    87  
PENDING LITIGATION
    87  
APPENDICES:
       
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 PERSON 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  
AMOUNTS PAID PURSUANT TO DISTRIBUTION PLANS
    M-1  
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLAN
    N-1  
TOTAL SALES CHARGES
    O-1  

ii


 

GENERAL INFORMATION ABOUT THE TRUST
Fund History
     AIM Investment Funds (Invesco Investment Funds) (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 Maryland corporation on October 29, 1987, and re-organized as a Delaware statutory trust on May 7, 1998. 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 April 30, 2010, the Trust was known as AIM Investment Funds.
     On June 1, 2010, each Fund assumed the assets and liabilities of its predecessor fund (each a predecessor fund, collectively, the predecessor funds) as shown below.
     
Fund   Predecessor Fund
Invesco Commodities Strategy Fund
  Morgan Stanley Commodities Alpha Fund
Invesco Global Advantage Fund
  Morgan Stanley Global Advantage Fund
Invesco Pacific Growth Fund
  Morgan Stanley Pacific Growth Fund Inc.
Invesco Van Kampen Global
Tactical Asset Allocation Fund
  Van Kampen Global Tactical Asset
Allocation Fund
     All historical financial information and other information contained in this Statement of Additional Information (SAI) for periods prior to June 1, 2010 relating to each Fund (or any classes thereof) is that of its predecessor fund (or the corresponding classes thereof).
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

1


 

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.
     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.
     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 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 Commodities Strategy Fund is “diversified” for purposes of the 1940 Act. Invesco Commodities Strategy Fund is “non-diversified” for purposes of the 1940 Act, which means this Fund can invest a greater percentage of its 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 SAI, 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.
Equity Investments
      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 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

3


 

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.
     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.

4


 

     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.
      Enhanced Convertible Securities. “Enhanced” convertible securities are equity-linked hybrid securities that automatically convert to equity securities on a specified date. Enhanced convertibles have been designed with a variety of payoff structures, and are known by a variety of different names. Three features common to enhanced convertible securities are (i) conversion to equity securities at the maturity of the convertible (as opposed to conversion at the option of the security holder in the case of ordinary convertibles); (ii) capped or limited appreciation potential relative to the underlying common stock; and (iii) dividend yields that are typically higher than that on the underlying common stock. Thus, enhanced convertible securities offer holders the opportunity to obtain higher current income than would be available from a traditional equity security issued by the same company in return for reduced participation in the appreciation potential of the underlying common stock. Other forms of enhanced convertible securities may involve arrangements with no interest or dividend payments made until maturity of the security or an enhanced principal amount received at maturity based on the yield and value of the underlying equity security during the security’s term or at maturity.
      Synthetic Convertible Securities . A synthetic convertible security is a derivative position composed of two or more distinct securities whose investment characteristics, taken together, resemble those of traditional convertible securities, i.e., fixed income and the right to acquire the underlying equity security. For example, a Fund may purchase a non-convertible debt security and a warrant or option, which enables a Fund to have a convertible-like position with respect to a security or index.
     Synthetic convertibles are typically offered by financial institutions in private placement transactions and are typically sold back to the offering institution. Upon conversion, the holder generally receives from the offering institution an amount in cash equal to the difference between the conversion price and the then-current value of the underlying security. Synthetic convertible securities differ from true convertible securities in several respects. The value of a synthetic convertible is the sum of the values of its fixed-income component and its convertibility component. Thus, the values of a synthetic convertible and a true convertible security will respond differently to market fluctuations. Purchasing a synthetic convertible security may provide greater flexibility than purchasing a traditional convertible security, including the ability to combine components representing distinct issuers, or to combine a fixed income security with a call option on a stock index, when the Adviser determines that such a combination would better further a Fund’s investment goals. In addition, the component parts of a synthetic convertible security may be purchased simultaneously or separately.
     The holder of a synthetic convertible faces the risk that the price of the stock, or the level of the market index underlying the convertibility component will decline. In addition, in purchasing a synthetic convertible security, a Fund may have counterparty risk with respect to the financial institution or investment bank that offers the instrument.
      Alternative Entity Securities . Alternative entity securities 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.

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Foreign Investments
      Foreign Securities. Foreign securities are equity or debt securities issued by issuers outside the United States, 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 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 United States.
      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.

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     There is generally less government supervision and regulation of securities exchanges, brokers, dealers, and listed companies in foreign countries than in the United States, 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 U.S. markets. As a result, the securities of 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 . A Fund may invest in securities of companies located in developing countries. Unless a Fund’s prospectus includes a different definition, 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 . 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”).

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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 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.
     A Fund may purchase and sell currency futures and purchase and write currency options to increase or decrease its exposure to different foreign currencies. A 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. For a discussion of tax considerations relating to foreign currency transactions, see “Dividends, Distributions and Tax Matters — Tax Matters — Tax Treatment of Portfolio Transactions — Foreign currency transactions.”
      Floating Rate Corporate Loans and Corporate Debt Securities of Non-U.S. Borrowers . Floating rate loans are made to and floating rate debt securities are issued by non-U.S. borrowers. Such loans and securities will be U.S. dollar-denominated or otherwise provide for payment in U.S. dollars, and the borrower will meet the credit quality standards established by Invesco and the Sub-Advisers for U.S. borrowers. The Funds similarly may invest in floating rate loans and floating rate debt securities made to U.S. borrowers with significant non-U.S. dollar-denominated revenues, provided that the loans are U.S. dollar-denominated or otherwise provide for payment to the Funds in U.S. dollars. In all cases where the floating rate loans or floating rate debt securities are not denominated in U.S. dollars, provisions will be made for payments to the lenders, including the Funds, in U.S. dollars pursuant to foreign currency swaps.
      Foreign Bank Obligations . Foreign bank obligations include certificates of deposit, banker’s acceptances and fixed time deposits and other obligations (a) denominated in U.S. dollars and issued by a foreign branch of a domestic bank (Eurodollar Obligations), (b) denominated in U.S. dollars and issued by a domestic branch of a foreign bank (Yankee dollar Obligations), and (c) issued by foreign branches of

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foreign banks. Foreign banks are not generally subject to examination by any U.S. Government agency or instrumentality.
Exchange-Traded Funds
      Exchange-Traded Funds . Most exchange-traded funds (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. Each Fund may invest in exchange-traded funds advised by unaffiliated advisers as well as 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 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.
Exchange-Traded Notes
      Exchange-Traded Notes . Exchange-traded notes (ETNs) are senior, unsecured, unsubordinated debt securities whose returns are linked to the performance of a particular market benchmark or strategy, minus applicable fees. ETNs are traded on an exchange (i.e., the New York Stock Exchange) during normal trading hours; however, investors can also hold the ETN until maturity. At maturity, the issuer pays to the investor a cash amount equal to the principal amount, subject to the day’s market benchmark or strategy factor. ETNs do not make periodic coupon payments or provide principal protection. ETNs are subject to credit risk, including the credit risk of the issuer, and the value of the ETN may drop due to a downgrade in the issuer’s credit rating, despite the underlying market benchmark or strategy remaining unchanged. The value of an ETN may also be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying assets, changes in the applicable interest rates, changes in the issuer’s credit rating, and economic, legal, political, or geographic events that affect the referenced underlying asset. When the Fund invests in ETNs (directly or through the Subsidiary, as defined herein) it will bear its proportionate share of any fees and expenses borne by the ETN. A decision by the Fund or Subsidiary to sell ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be listed on an exchange, the issuer may not be required to maintain the listing, and there can be no assurance that a secondary market will exist for an ETN.
     ETNs are also subject to tax risk. No assurance can be given that the Internal Revenue Service (IRS) will accept, or a court will uphold, how the Fund or the Subsidiary characterizes and treats ETNs for

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tax purposes. Further, the IRS and Congress are considering proposals that would change the timing and character of income and gains from ETNs.
     An ETN that is tied to a specific market benchmark or strategy may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in the applicable market benchmark or strategy. Some ETNs that use leverage can, at times, be relatively illiquid, and thus they may be difficult to purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form.
     The market value of ETNs may differ from their market benchmark or strategy. This difference in price may be due to the fact that the supply and demand in the market for ETNs at any point in time is not always identical to the supply and demand in the market for the securities, commodities or other components underlying the market benchmark or strategy that the ETN seeks to track. As a result, there may be times when an ETN trades at a premium or discount to its market benchmark or strategy.
Debt Investments
      U.S. Government Obligations . U.S. Government obligations are obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities, and include, among other obligations, 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.
      Inflation-Indexed Bonds. Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. Two structures are common. The U.S. Treasury and some other issuers use a structure that accrues inflation into the principal value of the bond. Most other issuers pay out the CPI accruals as part of a semiannual coupon.
     Inflation-indexed securities issued by the U.S. Treasury have maturities of five, ten or thirty years, although it is possible that securities with other maturities will be issued in the future. The U.S. Treasury securities pay interest on a semi-annual basis, equal to a fixed percentage of the inflation-adjusted principal amount. For example, if a Fund purchased an inflation-indexed bond with a par value of $1,000 and a 3% real rate of return coupon (payable 1.5% semi-annually), and inflation over the first six months were 1%, the mid-year par value of the bond would be $1,010 and the first semi-annual interest payment would be $15.15 ($1,010 times 1.5%). If inflation during the second half of the year resulted in the whole years’ inflation equaling 3%, the end-of-year par value of the bond would be $1,030 and the second semi-annual interest payment would be $15.45 ($1,030 times 1.5%).
     If the periodic adjustment rate measuring inflation falls, the principal value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds, even during a period of deflation. However, the current market value of the bonds is not guaranteed, and will

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fluctuate. Certain Funds may also invest in other inflation related bonds which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.
     The value of inflation-indexed bonds is expected to change in response to changes in real interest rates. Real interest rates in turn are tied to the relationship between nominal interest rates and the rate of inflation. Therefore, if inflation were to rise at a faster rate than nominal interest rates, real interest rates might decline, leading to an increase in value of inflation-indexed bonds. In contrast, if nominal interest rates increased at a faster rate than inflation, real interest rates might rise, leading to a decrease in value of inflation-indexed bonds.
     While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in value. If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond’s inflation measure.
     The periodic adjustment of U.S. inflation-indexed bonds is tied to the Consumer Price Index for Urban Consumers (CPI-U), which is calculated monthly by the U.S. Bureau of Labor Statistics. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy. Inflation-indexed bonds issued by a foreign government are generally adjusted to reflect a comparable inflation index, calculated by that government. There can be no assurance that the CPI-U or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.
     Any increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do not receive their principal until maturity.
      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.
      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 non-government entities. Mortgage-related securities represent ownership in pools of mortgage loans assembled for sale to investors by various government agencies such as the Government National Mortgage Association (GNMA) and government-related organizations such as the Federal National Mortgage Association (FNMA) and the Federal Home Loan Mortgage Corporation (FHLMC), as well as by non-government 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

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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 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 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) . 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.

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     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 (i.e., 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.
     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

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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) . 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.
      Collateralized Loan Obligations (CLOs) . CLOs are debt instruments backed solely by a pool of other debt securities. The risks of an investment in a CLO depend largely on the type of the collateral securities and the class of the CLO in which a Fund invests. Some CLOs have credit ratings, but are typically issued in various classes with various priorities. Normally, CLOs are privately offered and sold (that is, they are not registered under the securities laws) and may be characterized by a Fund as illiquid securities; however, an active dealer market may exist for CLOs that qualify for Rule 144A transactions. In addition to the normal interest rate, default and other risks of fixed income securities, CLOs carry additional risks, including the possibility that distributions from collateral securities will not be adequate to make interest or other payments, the quality of the collateral may decline in value or default, a Fund may invest in CLOs that are subordinate to other classes, values may be volatile, and disputes with the issuer may produce unexpected investment results.
      Credit Linked Notes (CLNs) . A CLN is a security with an embedded credit default swap allowing the issuer to transfer a specific credit risk to credit investors.
     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.
      Bank Instruments . Bank instruments are unsecured interest bearing bank deposits. Bank instruments include, but are not limited to, certificates of deposits, time deposits, and banker’s acceptances from U.S. or foreign banks as well as Eurodollar certificates of deposit (Eurodollar CDs) and Eurodollar time deposits (Eurodollar time deposits) of foreign branches of domestic banks. Some certificates of deposit are negotiable interest-bearing instruments with a specific maturity issued by banks and savings and loan institutions in exchange for the deposit of funds, and can typically be traded in the secondary market prior to maturity. Other certificates of deposit, like time deposits, are non-negotiable receipts issued by a bank in exchange for the deposit of funds which earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market. A banker’s acceptance is a bill of exchange or time draft drawn on and accepted by a commercial bank.
     An investment in Eurodollar CDs or Eurodollar time deposits may involve some of the same risks that are described for Foreign Securities.

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      Commercial Instruments . Commercial instruments include commercial paper, master notes and other short-term corporate instruments, that are denominated in U.S. dollars or foreign currencies.
     Commercial instruments are a type of instrument issued by large banks and corporations to raise money to meet their short term debt obligations, and are only backed by the issuing bank or corporation’s promise to pay the face amount on the maturity date specified on the note. Commercial paper consists of short-term promissory notes issued by corporations. Commercial paper may be traded in the secondary market after its issuance. Master notes are demand notes that permit the investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements with issuers who meet the credit quality criteria of the Funds. The interest rate on a master note may fluctuate based on changes in specified interest rates or may be reset periodically according to a prescribed formula or may be a set rate. Although there is no secondary market in master demand notes, if such notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice. Master notes are generally illiquid and therefore subject to the Funds’ percentage limitations for investments in illiquid securities. Commercial instruments may not be registered with the U.S. Securities and Exchange Commission (SEC).
      Synthetic Municipal Instruments . Synthetic municipal instruments are instruments, the value of and return on which are derived from underlying securities. Synthetic municipal instruments include tender option bonds and variable rate trust certificates. Both types of instruments involve the deposit into a trust or custodial account of one or more long-term tax-exempt bonds or notes (Underlying Bonds), and the sale of certificates evidencing interests in the trust or custodial account to investors such as the Fund. The trustee or custodian receives the long-term fixed rate interest payments on the Underlying Bonds, and pays certificate holders short-term floating or variable interest rates which are reset periodically. A “tender option bond” provides a certificate holder with the conditional right to sell its certificate to the sponsor or some designated third party at specified intervals and receive the par value of the certificate plus accrued interest (a demand feature). A “variable rate trust certificate” evidences an interest in a trust entitling the certificate holder to receive variable rate interest based on prevailing short-term interest rates and also typically provides the certificate holder with the conditional demand feature the right to tender its certificate at par value plus accrued interest.
     Typically, a certificate holder cannot exercise the demand feature until the occurrence of certain conditions, such as where the issuer of the Underlying Bond defaults on interest payments. Moreover, because synthetic municipal instruments involve a trust or custodial account and a third party conditional demand feature, they involve complexities and potential risks that may not be present where a municipal security is owned directly.
     The tax-exempt character of the interest paid to certificate holders is based on the assumption that the holders have an ownership interest in the Underlying Bonds; however, the IRS has not issued a ruling addressing this issue. In the event the IRS issues an adverse ruling or successfully litigates this issue, it is possible that the interest paid to the Fund on certain synthetic municipal instruments would be deemed to be taxable. The Fund relies on opinions of special tax counsel on this ownership question and opinions of bond counsel regarding the tax-exempt character of interest paid on the Underlying Bonds.
      Municipal Securities . Municipal Securities include debt obligations of states, territories or possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public purposes for which Municipal Securities may be issued include the refunding of outstanding obligations, obtaining funds for general operating expenses and lending such funds to other public institutions and facilities.
     The principal and interest payments for industrial development bonds or pollution control bonds are often the sole responsibility of the industrial user and therefore may not be backed by the taxing power of the issuing municipality. The interest paid on such bonds may be exempt from federal income tax, although current federal tax laws place substantial limitations on the purposes and size of such issues. Such

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obligations are considered to be Municipal Securities provided that the interest paid thereon, in the opinion of bond counsel, qualifies as exempt from federal income tax. However, interest on Municipal Securities may give rise to a federal alternative minimum tax (AMT) liability and may have other collateral federal income tax consequences. There is a risk that some or all of the interest received by the Fund from tax-exempt Municipal Securities might become taxable as a result of tax law changes or determinations of the IRS. See “Dividends, Distributions and Tax Matters — Tax Matters.”
     The two major classifications of Municipal Securities are bonds and notes. Bonds may be further classified as “general obligation” or “revenue” issues. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenues derived from a particular facility or class of facilities, and in some cases, from the proceeds of a special excise or other specific revenue source, but not from the general taxing power. Tax-exempt industrial development bonds are in most cases revenue bonds and do not generally carry the pledge of the credit of the issuing municipality. Notes are short-term instruments which usually mature in less than two years. Most notes are general obligations of the issuing municipalities or agencies and are sold in anticipation of a bond sale, collection of taxes or receipt of other revenues.
     Municipal Securities also include the following securities:
    Bond Anticipation Notes usually are general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds.
 
    Tax Anticipation Notes are issued by state and local governments to finance the current operations of such governments. Repayment is generally to be derived from specific future tax revenues. Tax anticipation notes are usually general obligations of the issuer.
 
    Revenue Anticipation Notes are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes. In general, they also constitute general obligations of the issuer.
 
    Tax-Exempt Commercial Paper (Municipal Paper) is similar to taxable commercial paper, except that tax-exempt commercial paper is issued by states, municipalities and their agencies.
     Certain Funds also may purchase participation interests or custodial receipts from financial institutions. These participation interests give the purchaser an undivided interest in one or more underlying Municipal Securities.
     After purchase by a Fund, an issue of Municipal Securities may cease to be rated by Moody’s Investors Service, Inc. (Moody’s) or Standard and Poor’s Ratings Services (S&P), or another nationally recognized statistical rating organization (NRSRO), or the rating of such a security may be reduced below the minimum credit quality rating required for purchase by the Fund. Neither event would require the Fund to dispose of the security. To the extent that the ratings applied by Moody’s, S&P or another NRSRO to Municipal Securities may change as a result of changes in these rating systems, the Fund will attempt to use comparable credit quality ratings as standards for its investments in Municipal Securities.
     Since the Fund may invest in Municipal Securities backed by insurance companies and other financial institutions, changes in the financial condition of these institutions could cause losses to the Fund and affect its share price.
     The Funds may invest in Municipal Securities that are insured by financial insurance companies. Since a limited number of entities provide such insurance, the Fund may invest more than 25% of its assets in securities insured by the same insurance company. If a Fund invests in Municipal Securities backed by insurance companies and other financial institutions, changes in the financial condition of these institutions could cause losses to the Fund and affect share price.

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     Taxable municipal securities are debt securities issued by or on behalf of states and their political subdivisions, the District of Columbia, and possessions of the United States, the interest on which is not exempt from federal income tax.
     The yields on Municipal Securities are dependent on a variety of factors, including general economic and monetary conditions, money market factors, conditions of the Municipal Securities market, size of a particular offering, and maturity and rating of the obligation. Because many Municipal Securities are issued to finance similar projects, especially those related to education, health care, transportation and various utilities, conditions in those sectors and the financial condition of an individual municipal issuer can affect the overall municipal market. The market values of the Municipal Securities held by the Fund will be affected by changes in the yields available on similar securities. If yields increase following the purchase of a Municipal Security, the market value of such Municipal Security will generally decrease. Conversely, if yields decrease, the market value of a Municipal Security will generally increase.
      Municipal Lease Obligations . Municipal lease obligations, a type of Municipal Security, may take the form of a lease, an installment purchase contract or a conditional sales contract. Municipal lease obligations are issued by state and local governments and authorities to acquire land, equipment and facilities such as state and municipal vehicles, telecommunications and computer equipment, and other capital assets. Interest payments on qualifying municipal lease obligations are generally exempt from federal income taxes.
     Municipal lease obligations are generally subject to greater risks than general obligation or revenue bonds. State laws set forth requirements that states or municipalities must meet in order to issue municipal obligations, and such obligations may contain a covenant by the issuer to budget for, appropriate, and make payments due under the obligation. However, certain municipal lease obligations may contain “non-appropriation” clauses which provide that the issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each year. If not enough money is appropriated to make the lease payments, the leased property may be repossessed as security for holders of the municipal lease obligation. In such an event, there is no assurance that the property’s private sector or re-leasing value will be enough to make all outstanding payments on the municipal lease obligation or that the payments will continue to be tax-free. Additionally, it may be difficult to dispose of the underlying capital asset in the event of non-appropriation or other default. Direct investments by the Fund in municipal lease obligations may be deemed illiquid and therefore subject to the Funds’ percentage limitations for investments in illiquid securities and the risks of holding illiquid securities.
      Investment Grade Debt Obligations . Debt obligations include, among others, bonds, notes, debentures and variable rate demand notes. They may be 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.
     These obligations must meet minimum ratings criteria set forth for the Fund as described in its prospectus or, if unrated, be of comparable quality. Bonds rated Baa3 or higher by Moody’s and/or BBB or higher by S&Ps 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.

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     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) . Bonds rated Ba or below by Moody’s and/or BB or below by S&P 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 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 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.
      Loans, Loan Participations and Assignments . Loans and loan participations are interests in amounts owed by a corporate, governmental or other borrowers to another party. They may represent amounts owed to lenders or lending syndicates, to suppliers of goods or services, or to other parties. The Fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation and only upon receipt by the lender of the payments from the borrower. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not directly benefit from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund will be subject to the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling a participation, a Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.
     When the Fund purchases assignments from lenders, it acquires direct rights against the borrower on the loan. However, because assignments are arranged through private negotiations between potential assignees and potential assignors, the rights and obligations acquired by a Fund as the purchaser of an assignment may differ from, and be more limited than, those held by the assigning lender. In addition, if the loan is foreclosed, the Fund could be part owner of any collateral and could bear the costs and liabilities of owning and disposing of the collateral.
     Investments in loans, loan participations and assignments present the possibility that the Fund could be held liable as a co-lender under emerging legal theories of lender liability. The Fund anticipates that loans, loan participations and assignments could be sold only to a limited number of institutional investors. If there is no active secondary market for a loan, it may be more difficult to sell the interests in such a loan at a price that is acceptable or to even obtain pricing information. In addition, some loans, loan participations and assignments may not be rated by major rating agencies and may not be protected by the securities laws.

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      Public Bank Loans . Public bank loans are privately negotiated loans for which information about the issuer has been made publicly available. Public loans are made by banks or other financial institutions, and may be rated investment grade (Baa or higher by Moody’s, BBB or higher by S&P) or below investment grade (below Baa by Moody’s or below BBB by S&P). However, public bank loans are not registered under the 1933 Act, and are not publicly traded. They usually are second lien loans normally lower in priority of payment to senior loans, but have seniority in a company’s capital structure to other claims, such as subordinated corporate bonds or publicly-issued equity so that in the event of bankruptcy or liquidation, the company is required to pay down these second lien loans prior to such other lower-ranked claims on their assets. Bank loans normally pay floating rates that reset frequently, and as a result, protect investors from increases in interest rates.
     Bank loans generally are negotiated between a borrower and several financial institutional lenders represented by one or more lenders acting as agent of all the lenders. The agent is responsible for negotiating the loan agreement that establishes the terms and conditions of the loan and the rights of the borrower and the lenders, monitoring any collateral, and collecting principal and interest on the loan. By investing in a loan, a Fund becomes a member of a syndicate of lenders. Certain bank loans are illiquid, meaning the Fund may not be able to sell them quickly at a fair price. Illiquid securities are also difficult to value. To the extent a bank loan has been deemed illiquid, it will be subject to a Fund’s restrictions on investment in illiquid securities. The secondary market for bank loans may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods.
     Bank loans are subject to the risk of default. Default in the payment of interest or principal on a loan will result in a reduction of income to a Fund, a reduction in the value of the loan, and a potential decrease in the Fund’s net asset value. The risk of default will increase in the event of an economic downturn or a substantial increase in interest rates. Bank loans are subject to the risk that the cash flow of the borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments. As discussed above, however, because bank loans reside higher in the capital structure than high yield bonds, default losses have been historically lower in the bank loan market. Bank loans that are rated below investment grade share the same risks of other below investment grade securities.
      Structured Notes and Indexed Securities . Structured notes are derivative debt instruments, the interest rate or principal of which is linked to currencies, interest rates, commodities, indices or other financial indicators (reference instruments). Indexed securities may include structured notes and other securities wherein the interest rate or principal are determined by a reference instrument.
     Most structured notes and indexed securities are fixed income securities that have maturities of three years or less. The interest rate or the principal amount payable at maturity of an indexed security may vary based on changes in one or more specified reference instruments, such as a floating interest rate compared with a fixed interest rate. The reference instrument need not be related to the terms of the indexed security. Structured notes and indexed securities may be positively or negatively indexed (i.e., their principal value or interest rates may increase or decrease if the underlying reference instrument appreciates), and may have return characteristics similar to direct investments in the underlying reference instrument or to one or more options on the underlying reference instrument.
     Structured notes and indexed securities may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference instrument. Structured notes or indexed securities also may be more volatile, less liquid, and more difficult to accurately price than less complex securities and instruments or more traditional debt securities. In addition to the credit risk of the structured note or indexed security’s issuer and the normal risks of price changes in response to changes in interest rates, the principal amount of structured notes or indexed securities may decrease as a result of changes in the value of the underlying reference instruments. Further, in the case of certain structured notes or indexed securities in which the interest rate, or exchange rate in the case of currency, is linked to a referenced instrument, the rate may be increased or decreased or the terms may provide that, under certain circumstances, the principal amount payable on maturity may be reduced to zero resulting in a loss to the Fund.

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      U.S. Corporate Debt Obligations . Corporate debt obligations in which the Funds may invest are debt obligations issued or guaranteed by corporations that are denominated in U.S. dollars. Such investments may include, among others, commercial paper, bonds, notes, debentures, variable rate demand notes, master notes, funding agreements and other short-term corporate instruments. Commercial Paper consists of short-term promissory notes issued by corporations. Commercial paper may be traded in the secondary market after its issuance. Variable rate demand notes are securities with a variable interest which is readjusted on pre-established dates. Variable rate demand notes are subject to payment of principal and accrued interest (usually within seven days) on a Fund’s demand. Master notes are negotiated notes that permit the investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements with issuers who meet the credit quality criteria of the Fund. The interest rate on a master note may fluctuate based upon changes in specified interest rates or be reset periodically according to a prescribed formula or may be a set rate. Although there is no secondary market in master notes, if such notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice. Funding agreements are agreements between an insurance company and a Fund covering underlying demand notes. Although there is no secondary market in funding agreements, if the underlying notes have a demand feature, the payee may demand payment of the principal amount of the note upon relatively short notice. Master notes and funding agreements are generally illiquid and therefore subject to the Funds’ percentage limitation for investments in illiquid securities.
Other Investments
      Real Estate Investment Trusts (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.
      Foreign Real Estate Companies . Certain Funds may invest in foreign real estate companies. Investing in foreign real estate companies makes a Fund susceptible to the risks associated with the ownership of real estate and with the real estate industry in general, as well as risks that relate specifically to the way foreign real estate companies are organized and operated. Foreign real estate companies may be subject to laws, rules and regulations governing those entities and their failure to comply with those laws, rules and regulations could negatively impact the performance of those entities. In addition, foreign real estate companies, like U.S. REITS and mutual funds, have expenses, including management and administration fees, that are paid by their shareholders. As a result, shareholders will absorb their proportional share of duplicate levels of fees when a Fund invests in foreign real estate companies.
      Other Investment Companies . A Fund may purchase shares of other investment companies, including exchange traded funds. For each Fund, the 1940 Act imposes the following restrictions on

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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.
      Limited Partnerships . A limited partnership interest entitles the Fund to participate in the investment return of the partnership’s assets as defined by the agreement among the partners. As a limited partner, the Fund generally is not permitted to participate in the management of the partnership. However, unlike a general partner whose liability is not limited, a limited partner’s liability generally is limited to the amount of its commitment to the partnership.
      Master Limited Partnerships (MLPs) . An MLP is a public limited partnership. Although the characteristics of MLPs closely resemble a traditional limited partnership, a major difference is that MLPs may trade on a public exchange or in the over-the-counter market. The ability to trade on a public exchange or in the over-the-counter market provides a certain amount of liquidity not found in many limited partnership investments. However, MLP interests may be less liquid than conventional publicly traded securities.
     The risks of investing in an MLP are similar to those of investing in a partnership and include more flexible governance structures, which could result in less protection for the MLP investor than investors in a corporation. Investors in an MLP would normally not be liable for the debts of the MLP beyond the amount that the investor has contributed but investors may not be shielded to the same extent that a shareholder of a corporation would be.
     MLPs are generally considered interest-rate sensitive investments. During periods of interest rate volatility, these investments may not provide attractive returns.
      Private Investments in Public Equity . Private investments in public equity (PIPES) are equity securities in a private placement that are issued by issuers who have outstanding, publicly-traded equity securities of the same class Shares in PIPES generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restricted period can last many months. Until the public registration process is completed, PIPES are restricted as to resale and the Fund cannot freely trade the securities. Generally, such restrictions cause the PIPES to be illiquid during this time. PIPES may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.
      Defaulted Securities . Defaulted securities are debt securities on which the issuer is not currently making interest payments. In order to enforce its rights in defaulted securities, the Fund may be required to participate in legal proceedings or take possession of and manage assets securing the issuer’s obligations on the defaulted securities. This could increase the Fund’s operating expenses and adversely affect its net asset value. Risks in defaulted securities may be considerably higher as they are generally unsecured and subordinated to other creditors of the issuer. Any investments by the Fund in defaulted securities will also be considered illiquid securities subject to the limitations described herein, unless Invesco and/or the Sub-Advisers determine that such defaulted securities are liquid under guidelines adopted by the Board.

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      Municipal Forward Contracts . A municipal forward contract is a Municipal Security which is purchased on a when-issued basis with longer-than-standard settlement dates, in some cases taking place up to five years from the date of purchase. The buyer, in this case the Fund, will execute a receipt evidencing the obligation to purchase the bond on the specified issue date, and must segregate cash to meet that forward commitment.
     Municipal forward contracts typically carry a substantial yield premium to compensate the buyer for the risks associated with a long when-issued period, including shifts in market interest rates that could materially impact the principal value of the bond, deterioration in the credit quality of the issuer, loss of alternative investment options during the when-issued period and failure of the issuer to complete various steps required to issue the bonds.
      Variable or Floating Rate Instruments . Variable or floating rate instruments are securities that provide for a periodic adjustment in the interest rate paid on the obligation. The interest rates for securities with variable interest rates are readjusted on set dates (such as the last day of the month or calendar quarter) and the interest rates for securities with floating rates are reset whenever a specified interest rate change occurs. Variable or floating interest rates generally reduce changes in the market price of securities from their original purchase price because, upon readjustment, such rates approximate market rates. Accordingly, as market interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable or floating rate securities than for fixed rate obligations. Many securities with variable or floating interest rates have a demand feature allowing the Fund to demand payment of principal and accrued interest prior to its maturity. The terms of such demand instruments require payment of principal and accrued interest by the issuer, a guarantor, and/or a liquidity provider. All variable or floating rate instruments will meet the applicable rating standards of the Funds. The Fund’s Adviser, or Sub-Adviser, as applicable, may determine that an unrated floating rate or variable rate demand obligation meets the Fund’s rating standards by reason of being backed by a letter of credit or guarantee issued by a bank that meets those rating standards.
      Inverse Floating Rate Obligations . The inverse floating rate obligations in which the Fund may invest are typically created through a division of a fixed-rate municipal obligation into two separate instruments, a short-term obligation and a long-term obligation. The interest rate on the short-term obligation is set at periodic auctions. The interest rate on the long-term obligation which the Fund may purchase is the rate the issuer would have paid on the fixed-income obligation, (i) plus the difference between such fixed rate and the rate on the short term obligation, if the short-term rate is lower than the fixed rate; or (ii) minus such difference if the interest rate on the short-term obligation is higher than the fixed rate. These securities have varying degrees of liquidity and the market value of such securities generally will fluctuate in response to changes in market rates of interest to a greater extent than the value of an equal principal amount of a fixed rate security having similar credit quality, redemption provisions and maturity. These securities tend to underperform the market for fixed rate bonds in a rising interest rate environment, but tend to outperform the market for fixed rate bonds when interest rates decline or remain relatively stable. Although volatile, inverse floating rate obligations typically offer the potential for yields exceeding the yields available on fixed rate bonds with comparable credit quality, coupon, call provisions and maturity. These securities usually permit the investor to convert the floating rate security counterpart to a fixed rate (normally adjusted downward), and this optional conversion feature may provide a partial hedge against rising rates if exercised at an opportune time.
      Zero Coupon and Pay-in-Kind Securities . Zero coupon securities do not pay interest or principal until final maturity unlike debt securities that traditionally provide periodic payments of interest (referred to as a coupon payment). Investors must wait until maturity to receive interest and principal, which increases the interest rate and credit risks of a zero coupon security. Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Upon maturity, the holder is entitled to receive the aggregate par value of the securities. Zero coupon and pay-in-kind securities may be subject to greater fluctuation in value and less liquidity in the event of adverse market conditions than comparably rated securities paying cash interest at regular interest payment periods. Investors may purchase zero coupon and pay-in-kind securities at a price below the amount payable at maturity. The difference between the purchase price and the amount paid at maturity represents “original issue discount” on the security.

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      Premium Securities . Premium securities are securities bearing coupon rates higher than the then prevailing market rates.
     Premium securities are typically purchased at a “premium,” in other words, at a price greater than the principal amount payable on maturity. The Fund will not amortize the premium paid for such securities in calculating its net investment income. As a result, in such cases the purchase of premium securities provides the Fund a higher level of investment income distributable to shareholders on a current basis than if the Fund purchased securities bearing current market rates of interest. However, the yield on these securities would remain at the current market rate. If securities purchased by the Fund at a premium are called or sold prior to maturity, the Fund will realize a loss to the extent the call or sale price is less than the purchase price. Additionally, the Fund will realize a loss of principal if it holds such securities to maturity.
      Stripped Income Securities . Stripped Income Securities are obligations representing an interest in all or a portion of the income or principal components of an underlying or related security, a pool of securities, or other assets. Stripped income securities may be partially stripped so that each class receives some interest and some principal. However, they may be completely stripped, where one class will receive all of the interest (the interest only class or the IO class), while the other class will receive all of the principal (the principal-only class or the PO class).
     The market values of stripped income securities tend to be more volatile in response to changes in interest rates than are conventional income securities. In the case of mortgage-backed stripped income securities, the yields to maturity of IOs and POs may be very sensitive to principal repayments (including prepayments) on the underlying mortgages resulting in a Fund being unable to recoup its initial investment or resulting in a less than anticipated yield. The market for stripped income securities may be limited, making it difficult for the Fund to dispose of its holding at an acceptable price.
      Privatizations . The governments of certain foreign countries have, to varying degrees, embarked on privatization programs to sell part or all of their interests in government owned or controlled companies or enterprises (privatizations). A Fund’s investments in such privatizations may include: (i) privately negotiated investments in a government owned or controlled company or enterprise; (ii) investments in the initial offering of equity securities of a government owned or controlled company or enterprise; and (iii) investments in the securities of a government owned or controlled company or enterprise following its initial equity offering.
     In certain foreign countries, the ability of foreign entities such as the Fund to participate in privatizations may be limited by local law, or the terms on which the Fund may be permitted to participate may be less advantageous than those for local investors. There can be no assurance that foreign governments will continue to sell companies and enterprises currently owned or controlled by them, that privatization programs will be successful, or that foreign governments will not re-nationalize companies or enterprises that have been privatized. If large blocks of these enterprises are held by a small group of stockholders the sale of all or some portion of these blocks could have an adverse effect on the price.
      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.

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      Investment in Wholly Owned Subsidiary. Invesco Commodities Strategy Fund will invest up to 25% of its total assets in a wholly owned and controlled Cayman Islands subsidiary (the Subsidiary), which is expected to invest primarily in commodity swaps and futures and option contracts, as well as fixed income securities and other investments intended to serve as margin or collateral for the Subsidiary’s derivative positions. As a result, Invesco Commodities Strategy Fund may be considered to be investing indirectly in these investments through the Subsidiary.
     The Subsidiary will not be registered under the 1940 Act but will be subject to certain of the investor protections of the 1940 Act. Invesco Commodities Strategy Fund, as a sole shareholder of the Subsidiary, will not have all of the protections offered to investors in registered investment companies. However, since Invesco Commodities Strategy Fund wholly owns and controls the Subsidiary, and the Fund and Subsidiary are both managed by the Adviser, it is unlikely that the Subsidiary will take action contrary to the interests of Invesco Commodities Strategy Fund or its shareholders. Invesco Commodities Strategy Fund’s Trustees have oversight responsibility for the investment activities of the Invesco Commodities Strategy Fund, including its investment in the Subsidiary, and Invesco Commodities Strategy Fund’s role as the sole shareholder of the Subsidiary. Also, in managing the Subsidiary’s portfolio, the Adviser will be subject to the same investment restrictions and operational guidelines that apply to the management of Invesco Commodities Strategy Fund.
     Changes in the laws of the United States and/or the Cayman Islands, under which Invesco Commodities Strategy Fund and the Subsidiary, respectively, are organized, could result in the inability of the Fund or the Subsidiary to operate as described in this SAI and could negatively affect Invesco Commodities Strategy Fund and its shareholders. For example, the government of the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands taxes, Invesco Commodities Strategy Fund shareholders would likely suffer decreased investment returns.
Investment Techniques
      Forward Commitments, When-Issued and Delayed Delivery Securities . 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.

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     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. 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 Fund 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.

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     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 and Tax Matters — Tax Matters — Tax Treatment of Portfolio Transactions — Options, futures, forward contracts, swap agreements and hedging transactions.”
      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 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 another 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 a Fund are outstanding.
      Lending Portfolio Securities . A Fund may 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 — Tax Treatment of Portfolio Transactions — Securities lending.”
      Repurchase Agreements . Certain Funds 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 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.
     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) over-the-counter (OTC) options contracts and

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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, as amended (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 . 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. A mortgage 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 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.

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     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 be 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.
      Standby Commitments . A Fund may acquire securities that are subject to standby commitments from banks or other municipal securities dealers.
     Under a standby commitment, a bank or dealer would agree to purchase, at the Fund’s option, specified securities at a specified price. Standby commitments generally increase the cost of the acquisition of the underlying security, thereby reducing the yield. Standby commitments depend upon the issuer’s ability to fulfill its obligation upon demand. Although no definitive creditworthiness criteria are used for this purpose, Invesco reviews the creditworthiness of the banks and other municipal securities dealers from which the Funds obtain standby commitments in order to evaluate those risks.
      Contracts for Difference. A contract for difference (CFD) is a contract between two parties, buyer and seller, stipulating that the seller will pay to the buyer the difference between the nominal value of the underlying stock, stock basket or index at the opening of the contract and the stock’s, stock basket’s or index’s value at the close of the contract. The size of the contract and the contract’s expiration date are typically negotiated by the parties to the CFD transaction. CFDs enable a Fund to take long positions on an underlying stock, stock basket or index and thus potentially capture gains on movements in the share prices of the stock, stock basket or index without the need to own the underlying stock, stock basket or index. By entering into a CFD transaction, a Fund could incur losses because it would face many of the same types of risks as owning the underlying equity security directly. For example, a Fund might buy a position in a CFD and the contract value at the close of the transaction may be greater than the contract value at the opening of the transaction. This may be due to, among other factors, an increase in the market value of the underlying equity security. In such a situation, a Fund would have to pay the difference in value of the contract to the seller of the CFD. CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract, and of a Fund’s shares, may be reduced.
     Entry into a CFD transaction may, in certain circumstances, require the payment of an initial margin, and adverse market movements against the underlying stock may require the buyer to make additional margin payments. CFDs may be considered illiquid by the SEC staff and subject to the limitations on illiquid investments. To the extent that there is an imperfect correlation between the return on a Fund’s obligation to its counterparty under the CFD and the return on related assets in its portfolio, the CFD transaction may increase such Fund’s financial risk. A Fund will not enter into a CFD transaction that is inconsistent with its investment objective, policies and strategies.
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 contracts. Some derivatives, such as futures and

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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 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 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.

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      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 — Tax Matters — Tax Treatment of Portfolio Transactions.”
      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.
     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 . 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

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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.
     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.
      Inflation Swaps. Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index, such as the Consumer Price Index, over the term of the swap (with some lag on the referenced inflation index), and the other party pays a compounded fixed rate. Inflation swap agreements may be used to protect the net asset value of a Fund against an unexpected change in the rate of inflation measured by an inflation index. The value of inflation swap agreements is expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal interest rates and the rate of inflation.

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      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 (i.e., 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 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

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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 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.
      Swaptions. An option on a swap agreement, also called a “swaption,” is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market based “premium.” A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.
      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.

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     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 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 :
      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 . 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.

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      Rights . Rights are equity securities representing a preemptive right of stockholders to purchase additional shares of a stock at the time of a new issuance, before the stock is offered to the general public. A stockholder who purchases rights may be able to retain the same ownership percentage after the new stock offering. A right usually enables the stockholder to purchase common stock at a price below the initial offering price. A Fund that purchases a right takes the risk that the right might expire worthless because the market value of the common stock falls below the price fixed by the right.
      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 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.

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      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.
      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 . 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.
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.

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     (1) The Fund (except for Invesco Commodities Strategy 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. This restriction also does not prevent Invesco Commodities Strategy Fund from investing up to 25% of its total assets in the Subsidiary, thereby gaining exposure to the investment returns of commodities markets within the limitations of the federal tax requirements.
     (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-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.

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      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 Commodities Strategy 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 a 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.
     (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 physical commodities, the Fund currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.
     Each Fund does 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, each Fund 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. Each Fund 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, each Fund may lend up to 33 1/3% of its total assets and may lend money to a Fund, on such terms and conditions as the SEC may require in an exemptive order.

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     (6) Notwithstanding the fundamental restriction with regard to investing all assets in an open-end fund, each Fund may not invest all of its assets in the securities of a single open-end management investment company with the same fundamental investment objective, 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:
     Invesco Pacific Growth Fund invests, under normal circumstances, at least 80% of its assets in common stocks (including depositary receipts) and preferred stocks of companies which have a principal place of business in, or which derive a majority of their revenues from business in, Asia, Australia or New Zealand (including emerging market or developing countries).
     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 year ended 2009, the portfolio turnover rates for the predecessor funds are presented in the table below. For the fiscal year ended in 2010, blended portfolio turnover rates of the predecessor fund and the Fund are presented in the table below. For the fiscal year ended 2011, the portfolio turnover rates for each Fund are presented in the table below. Variations in turnover rate may be due to a fluctuating volume of shareholder purchase and redemption orders, market conditions and/or changes in the predecessor fund’s adviser’s or Invesco’s investment outlook.
                         
Fund   2011     2010     2009  
Invesco Commodities Strategy Fund (7/31)
    N/A       131 %     225 %
Invesco Global Advantage Fund (5/31) 1
    110 %     18 %     34 %
Invesco Pacific Growth Fund (10/31)
    N/A       76 %     33 %
Invesco Van Kampen Global Tactical Asset Allocation Fund (10/31)
    N/A       393 %     61 % *
 
 
1   Variations in the portfolio turnover rate of Invesco Global Advantage Fund for the fiscal year ended 2011 as compared to the prior two fiscal years was due to portfolio manager changes in March 2011, which caused an increase in portfolio turnover.
 
 
*   Not Annualized
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 at www.invesco.com/us 1 :
 
 
 
1   To locate the Fund’s portfolio holdings go to http://www.invesco.com/us, click on the “Products” tab, then click on the “Mutual Funds” link, then select the Fund from the drop down menu and click on the “Overview” tab. A link to the Fund’s holdings is located under the heading “Top Ten Holdings” in the middle of the Web page.

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        Information Remains
Information   Approximate Date of 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
     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 at 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 the Adviser 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 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;

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    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 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 Web site. 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.
     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

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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 Funds 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 Funds.
     Invesco provides portfolio holdings information for portfolios of AIM Variable Insurance Funds (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 Funds at 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 Web sites at approximately the same time that Invesco discloses portfolio holdings information for the other Funds on its Web site. Invesco manages the Insurance Funds in a similar fashion to certain other Funds and thus the Insurance Funds and such other Funds have similar portfolio holdings. Invesco does not disclose the portfolio holdings information for the Insurance Funds on its Web site, and not all Insurance Companies disclose this information on their Web sites.
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.
Interested Persons
Martin L. Flanagan, Trustee
     Martin L. Flanagan has been a member of the Board of Trustees 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 Andersen & 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.

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     The Board believes that Mr. Flanagan’s long experience as an executive in the investment management area benefits the Funds.
Philip A. Taylor, Trustee
     Philip A. Taylor has been a member of the Board of Trustees 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
     Wayne W. 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.
Independent Trustees
David C. Arch, Trustee
     David C. 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 companies benefits the Funds.

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Bob R. Baker, Trustee
     Bob R. Baker has been a member of the Board of Trustees 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 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 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 since 2000.
     From 1988 to 2010, Mr. Bunch was 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. 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. In June 2010, Mr. Bunch became Managing Member of Grumman Hill Group LLC, a family office private equity investment manager.

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     The Board believes that Mr. Bunch’s experience as an investment banker and investment management lawyer benefits the Funds.
Bruce L. Crockett, Trustee and Chair
     Bruce L. Crockett has been a member of the Board of Trustees 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.
Rodney F. Dammeyer, Trustee
     Rodney F. 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; Vice Chairman of Anixter International; 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.
     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 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.

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     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 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, Mr. Fields 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.
     The Board believes that Mr. Fields’ experience in the House of Representatives, especially concerning regulation of the securities markets, benefits the Funds.
Carl Frischling, Trustee
     Carl Frischling has been a member of the Board of Trustees 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.

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     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
     Dr. Prema Mathai-Davis has been a member of the Board of Trustees since 1998.
     Prior to her retirement in 2000, Dr. Mathai-Davis served as Chief Executive Officer of the 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.
Dr. Larry Soll, Trustee
     Dr. Larry Soll has been a member of the Board of Trustees 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 Funds.
Hugo F. Sonnenschein, Trustee
     Hugo F. 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, Jr., Trustee
     Raymond Stickel, Jr. has been a member of the Board of Trustees since 2005.
     Mr. 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

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Jersey and Connecticut region. In addition to his management role, he directed audit and tax services to several mutual fund clients.
     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.
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 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.
      Leadership Structure and the Board of Trustees . The Board is currently composed of sixteen Trustees, including thirteen 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.
     The Board believes that its leadership structure, which includes an Independent Trustee as Chairman, allows for effective communication between the trustees and Fund management, among the Board’s trustees and among its Independent Trustees. The existing Board structure, including its committee structure, provides the independent Trustees with effective control over board governance while also providing insight from the two non-Independent Trustees who are active officers of the Funds’ investment adviser. The Board’s leadership structure promotes dialogue and debate, which the Board believes will allow for the proper consideration of matters deemed important to the Funds and their shareholders and result in effective decision-making.

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      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, Distribution and Proxy Oversight Committee and the Special Market Timing Litigation Committee (the Committees).
     The members of the Audit Committee are Messrs. David C. Arch, Frank S. Bayley, James T. Bunch, Bruce L. Crockett, Rodney Dammeyer (Vice-Chair), 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’ 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

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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. For Invesco Funds with fiscal year ended May 31, 2011, the Audit Committee met seven times. For Invesco Funds with fiscal year ended July 31, 2010, the Audit Committee met once. For Invesco Funds with fiscal year ended October 31, 2010, the Audit Committee met three times.
     The members of the Compliance Committee are Messrs. Bayley, Bunch, Dammeyer (Vice Chair), Stickel and Dr. Soll (Chair). 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. For Invesco Funds with fiscal years ended May 31, 2011, the Compliance Committee met six times. For Invesco Funds with fiscal year ended July 31, 2010, the Compliance Committee met once. For Invesco Funds with fiscal year ended October 31, 2010, the Compliance Committee met three times.
     The members of the Governance Committee are Messrs. Arch, Bob R. Baker, Crockett, Albert Dowden (Chair), Jack Fields (Vice-Chair), Carl Frischling, Hugo F. Sonnenschein 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 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

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administrative and/or logistical matters pertaining to the operations of the Board. For Invesco Funds with fiscal year ended May 31, 2011, the Governance Committee met six times. For Invesco Funds with fiscal year ended July 31, 2010, the Governance Committee met once. For Invesco Funds with fiscal year ended October 31, 2010, the Governance Committee met three times.
     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. Arch, Baker, Bayley (Chair), Bunch (Vice Chair), Crockett, Dammeyer, Dowden, Fields, Martin L. Flanagan, Frischling, Sonnenschein, Stickel, Philip A. Taylor, Wayne W. Whalen, 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 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. For Invesco Funds with fiscal year ended May 31, 2011, the Investments Committee met six times. For Invesco Funds with fiscal year ended July 31, 2010, the Investments Committee met once. For Invesco Funds with fiscal year ended October 31, 2010, the Investments Committee met three times.
     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, Dowden, Fields, Frischling (Chair), Sonnenschein (Vice-Chair), Whalen and Dr. Mathai-Davis. 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 Invesco 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 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 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 regarding liquidity determinations made pursuant to the Liquidity Procedures by Invesco 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 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 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 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 in resolving particular proxy voting issues. The Valuation, Distribution and Proxy Oversight Committee was formed effective January 1, 2008. It succeeded the Valuation Committee which existed prior to 2008. For Invesco Funds with fiscal year May 31, 2011, the Valuation, Distribution and Proxy Oversight Committee met six times. For Invesco Funds with fiscal year ended July 31, 2010, the Valuation, Distribution and Proxy Oversight Committee met once. For Invesco Funds with fiscal year ended October 31, 2010, the Valuation, Distribution and Proxy Oversight Committee met three times.
     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 Invesco 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’s Independent Distribution Consultant (the Distribution Consultant) for the monies ordered to be paid under

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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 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. For Invesco Funds with fiscal year ended May 31, 2011, the Special Market Timing Litigation Committee met three times. For Invesco Funds with fiscal year ended July 31, 2010, the Special Market Timing Litigation Committee met once. For Invesco Funds with fiscal years ended October 31, 2010, the Special Market Timing Litigation Committee met two times.
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 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, 2010, is found in Appendix D.
Retirement Plan for Trustees
     The trustees have adopted a retirement plan which is 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

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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 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 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 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.”
Purchases of Class Y Shares of the Funds at Net Asset Value
     The Trustees and other affiliated persons of the Trust may purchase Class Y shares of the Invesco Funds. For a description please see “Appendix L — Purchase, Redemption and Pricing of Shares — Purchase and Redemption of Shares — Purchases of Class Y Shares.”
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 Aim and Invesco Institutional, each of which have adopted their own specific Proxy Voting Policies.

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     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 Commodities Strategy Fund
  Invesco Institutional — a division of Invesco
Invesco Global Advantage Fund
  Invesco Aim — a division of Invesco
Invesco Pacific Growth Fund
  Invesco Hong Kong
Invesco Van Kampen Global Tactical Asset Allocation Fund
  Invesco Institutional — a division of Invesco
     The “Proxy Voting Entity” will vote such proxies in accordance with its proxy policies and procedures, which have been reviewed and approved by the Board, and which 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 each Fund’s proxy voting record. Information regarding how the Funds voted proxies related to their portfolio securities during the twelve months ended June 30, 2011, is available without charge at our Web site, www.invesco.com/us . This information is also available at the SEC Web site, 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 manages 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

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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 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.
                 
Fund Name   Per Advisory Agreement  
Invesco Commodities Strategy Fund
  All Assets     0.50 %
 
Invesco Global Advantage Fund
  First $1.5 billion     0.57 %
 
  Over $1.5 billion     0.545 %
 
Invesco Pacific Growth Fund
  First $1 billion     0.87 %
 
  Next $1 billion     0.82 %
 
  Over $2 billion     0.77 %
 
Invesco Van Kampen Global Tactical Asset
  First $750 million     0.75 %
Allocation Fund
  Next $750 million     0.70 %
 
  Over $1.5 billion     0.65 %
     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, 2012, 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 June 30, 2012, 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). The expense limitations for the following Funds’ shares are:
         
Fund   Expense Limitation  
Invesco Commodities Strategy Fund
       
Class A Shares
    1.25 %
Class B Shares
    2.00 %
Class C Shares
    2.00 %

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Fund   Expense Limitation  
Class R Shares
    1.50 %
Class Y Shares
    1.00 %
Institutional Class Shares
    1.00 %
 
Invesco Global Advantage Fund
       
Class A Shares
    1.41 %
Class B Shares
    2.16 %
Class C Shares
    2.16 %
 
Class Y Shares
    1.16 %
Invesco Pacific Growth Fund
       
Class A Shares
    1.88 %
Class B Shares
    2.63 %
Class C Shares
    2.63 %
Class R Shares
    2.13 %
Class Y Shares
    1.63 %
Institutional Class Shares
    1.63 %
Invesco Van Kampen Global Tactical Asset Allocation Fund
       
Class A Shares
    1.20 %
Class B Shares
    1.95 %
Class C Shares
    1.95 %
Class R Shares
    1.45 %
Class Y Shares
    0.95 %
Institutional Class Shares
    0.95 %
     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 expense limit.
     Such contractual fee waivers or reductions are set forth in the Fee Table to each Fund’s Prospectus. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012.
     The management fees for the last three fiscal years 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)

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     Invesco Senior Secured Management, Inc. (Invesco Senior Secured)
     Invesco Canada 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.
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

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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 for the last three fiscal years are found in Appendix I.
Other Service Providers
      Transfer Agent . Invesco Investment Services, Inc., (Invesco Investment Services), 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173, 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, A2, A5, B, B5, C, C5, P, R, R5, 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” below.
      Sub-Transfer Agent. Invesco Canada, 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 Canada 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 Bank of New York Mellon, 2 Hanson Place, Brooklyn, New York 11217-1431, also serves as sub-custodian to facilitate cash management.
     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.

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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, and the Board has ratified and approved, PricewaterhouseCoopers LLP, 1201 Louisiana Street, Suite 2900, Houston, Texas 77002, as the independent registered public accounting firm to audit the financial statements of the Funds. Financial statements for the predecessor funds for fiscal years ending prior to June 1, 2010 were audited by the predecessor fund’s auditor, which was different than the Funds’ auditor.
      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 United States, 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 Canada or Invesco Japan) 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.

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     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 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 during the last three fiscal years are found in Appendix I.
Commissions
     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 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 an Invesco Fund is to obtain best execution. In selecting a Broker to execute a portfolio transaction in equity securities for an Invesco 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 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

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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 be cross-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-Adviser 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-Adviser 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 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.

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     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 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

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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 predecessor funds and the Funds during the last fiscal year ended in 2010 or 2011, as applicable, are found in Appendix K.
Regular Brokers
     Information concerning the predecessor funds’ and the Funds’ acquisition of securities of their Brokers during the last fiscal year ended in 2010 or 2011, as applicable, 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.
     Invesco Canada, 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.

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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.
      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

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      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. In lieu of potential disqualification, the Fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect, for taxable years of the Fund with respect to which the extended due date of the return is after December 22, 2010.
     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.
     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 would 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. Subject to savings provisions for certain inadvertent failures to satisfy the Income Requirement or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the Fund will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the Fund may be subject to a monetary sanction of $50,000 or more. 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

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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 . The capital losses of the Fund, if any, do not flow through to shareholders. Rather, the Fund may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. Under the Regulated Investment Company Modernization Act of 2010 (RIC Mod Act), if the Fund has a “net capital loss” (that is, capital losses in excess of capital gains) for a taxable year beginning after December 22, 2010, the excess (if any) of the Fund’s net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Fund’s next taxable year, and the excess (if any) of the Fund’s net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Fund’s next taxable year. Any such net capital losses of the Fund that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Fund in succeeding taxable years. However, for any net capital losses realized in taxable years of the Fund beginning on or before December 22, 2010, the Fund is permitted to carry forward such capital losses for eight years as a short-term capital loss. Under a transition rule, capital losses arising in a taxable year beginning after December 22, 2010 must be used before capital losses realized in a prior taxable year. The amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is a more than 50% “change in ownership” of the Fund. An ownership change generally results when shareholders owning 5% or more of the Fund increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change could result in capital loss carryovers being used at a slower rate (or, in the case of those realized in taxable years of the Fund beginning on or before December 22, 2010, to expire), thereby reducing the 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.
      Deferral of late year losses . For taxable years of the Fund beginning after December 22, 2010, the Fund may elect to treat part or all of any “qualified late year loss” as if it had been incurred in the succeeding taxable year in determining the Fund’s taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such “qualified late year loss” as if it had been incurred in the succeeding taxable year , which may change the timing, amount, or characterization of Fund distributions (see, “Taxation of Fund Distributions— Distributions of capital gains” below). A “qualified late year loss” includes:
(i) any net capital loss, net long-term capital loss, or net short-term capital loss incurred after October 31 of the current taxable year (post-October losses), and
(ii) the excess, if any, of (1) the sum of (a) specified losses incurred after October 31 of the current taxable year, and (b) other ordinary losses incurred after December 31 of the current taxable year, over (2) the sum of (a) specified gains incurred after October 31 of the current taxable year, and (b) other ordinary gains incurred after December 31 of the current taxable year.
     The terms “specified losses” and “specified gains” mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is in effect. The terms “ordinary losses” and “ordinary gains” mean other ordinary losses and gains that are not described in the preceding sentence.
     Special rules apply to a Fund with a fiscal year ending in November or December that elects to use its taxable year for determining its capital gain net income for excise tax purposes. For taxable years of the Fund beginning on or before December 22, 2010, the Fund may only elect to treat any post-October loss

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and net foreign currency loss incurred after October 31 as if it had been incurred in the succeeding year in determining its taxable income for the current 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 carryovers) 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 distributions to shareholders of ordinary income or capital gains. A fund of funds (other than a feeder fund in a master feeder structure) generally will 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, except with respect to a qualified fund of funds, 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, and (b) is not eligible to pass-through to shareholders exempt-interest dividends from an underlying fund. Effective for taxable years of the Fund beginning after December 22, 2010, a Fund which is a “qualified fund of funds,” meaning at least 50 percent of the value of the total assets of which (at the close of each quarter of the taxable year) is represented by interests in other RICs, (a) is eligible to pass-through to shareholders foreign tax credits from an underlying fund that pays foreign income taxes, and (b) is eligible to pass-through to shareholders exempt-interest dividends from an underlying fund. Also a fund of funds, whether or not it is a qualified 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” below). However, dividends paid to shareholders by a fund of funds from interest earned by an underlying fund on U.S. Government obligations are unlikely to be exempt from state and local income tax.
      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% (or 98.2% beginning January 1, 2011) 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. Under the RIC Mod Act, the Fund may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year which is after the beginning of the fund’s taxable year. Also, the Fund will defer any “specified gain” or “specified loss” which would be properly taken into account for the portion of the calendar after October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1 of the following calendar year. 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 generally will be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign

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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, although it reserves the right not to do so.
      Invesco Commodities Strategy Fund — Investments in Commodities. Invesco Commodities Strategy Fund invests in derivatives, financially-linked instruments, and the stock of its own wholly-owned subsidiary (the Subsidiary) to gain exposure to the commodity markets. This strategy may cause the Fund to realize more ordinary income than would be the case if the Fund invested directly in commodities. Also, these commodity-linked investments and the income earned thereon must be taken into account by the Fund in complying with the Distribution and Income Requirements and the Asset Diversification Test as described below.
      Distribution requirement. The Fund intends to distribute the Subsidiary’s income each year in satisfaction of the Fund’s Distribution Requirement. The Subsidiary will be classified for federal income tax purposes as a controlled foreign corporation (CFC) with respect to the Fund. As such, the Fund will be required to include in its gross income each year amounts earned by the Subsidiary during that year (subpart F income), whether or not such earnings are distributed by the Subsidiary to the Fund. Subpart F income will be distributed by the Fund to shareholders each year as ordinary income and will not be qualified dividend income eligible for taxation at long-term capital gain rates. The Subsidiary likely also will be classified as a passive foreign investment company (PFIC) as defined below in “Tax Treatment of Portfolio Transactions - - PFIC Investments” but the CFC rules supersede the PFIC rules.
      Income requirement . As described above, the Fund must derive at least 90% of its gross income from qualifying sources to qualify as a regulated investment company. Gains from the disposition of commodities, including precious metals, are not considered qualifying income for purposes of satisfying the Income Requirement. See, “Tax Treatment of Portfolio Transactions - - Investments in commodities — structured notes, corporate subsidiary and certain ETFs.” Also, the IRS has issued a Revenue Ruling which holds that income derived from commodity-linked swaps is not qualifying income under Subchapter M of the Code. As a result, the Fund’s ability to directly invest in commodity-linked swaps as part of its investment strategy is limited to a maximum of 10% of its gross income. However, the IRS has recently issued a number of Private Letter Rulings (including one to other Invesco Funds) holding that the income from a form of commodity-linked note is qualifying income for these purposes. In addition, the IRS has also issued a number of Private Letter Rulings (including one to another Invesco Fund) concluding that income derived from subsidiaries similar to the Subsidiary will be qualifying income, even if the subsidiary invests in commodity-linked swaps. According to these Private Letter Rulings, the income derived from the subsidiary is qualifying income regardless of whether the Fund receives the income in the form of current distributions or recognizes the income in advance of receiving distributions from the subsidiary. Private Letter Rulings can only be relied upon by the taxpayer that receives them. However, based on the analysis in these rulings, the Invesco Commodities Strategy Fund intends to treat its income from the commodity-linked notes and the Subsidiary as qualifying income. There can be no assurance that the IRS will not change its position with respect to some or all of these issues. If the IRS were to change its position with respect to the conclusions reached in these Private Letter Rulings, the Board may authorize a significant change in investment strategy or Fund liquidation.
      Asset diversification test. For purposes of the Asset Diversification Test, the Fund’s investment in the Subsidiary would be considered a security of one issuer. Accordingly, the Fund intends to limit its investment in the Subsidiary to no more than 25% of the value of the Fund’s total assets in order to satisfy the Asset Diversification Test.
      Taxation of the Subsidiary. On the basis of current law and practice, the Subsidiary will not be liable for income tax in the Cayman Islands. Distributions by the Subsidiary to the Fund will not be subject to withholding tax in the Cayman Islands. In addition, the Subsidiary’s investment in commodity-linked derivatives and other assets held as collateral are anticipated to qualify for a safe harbor under Code Section 864(b) so that the Subsidiary will not be treated as conducting a U.S. trade or business. Thus, the Subsidiary should not be subject to U.S. federal income tax on a net basis. However, if certain of the

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Subsidiary’s activities were determined not to be of the type described in the safe harbor (which is not expected), then the activities of the Subsidiary may constitute a U.S. trade or business, or be taxed as such.
     In general, a foreign corporation, such as the Subsidiary, that does not conduct a U.S. trade or business is nonetheless subject to tax at a flat rate of 30 percent (or lower tax treaty rate), generally payable through withholding, on the gross amount of certain U.S.-source income that is not effectively connected with a U.S. trade or business, subject to certain exemptions, including among others, exemptions for capital gains, portfolio interest and income from notional principal contracts. It is not anticipated that the Subsidiary will be subject to material amounts of U.S. withholding tax on its portfolio investments. The Subsidiary intends to properly certify its status as a non-U.S. person to each custodian and withholding agent to avoid U.S. backup withholding requirements discussed below.
      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 generally are 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 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 reported by the Fund to shareholders as capital gain dividends generally will 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 2012) 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 generally will be taxable to a shareholder receiving such distributions as ordinary income.
      Qualified dividend income for individuals . With respect to taxable years of the Fund beginning before January 1, 2013 (unless such provision is extended or made permanent), ordinary income dividends reported by the Fund to shareholders 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, PFICs, CFCs (such as the Subsidiary; see, “Invesco Commodities Strategy Fund — Investments in Commodities”) 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

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(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 reported by the Fund to shareholders 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. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholder’s tax basis in his Fund shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Fund 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 (or if the Fund is a qualified fund of funds as described above under the heading “Taxation of the Fund Asset allocation funds”, an underlying 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 (or the underlying 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-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. The Fund (or underlying fund) reserves the right not to pass through to its shareholders the amount of foreign income taxes paid by the Fund (or underlying fund).
      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.

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      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.
      Medicare tax . The recently enacted Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Affordability Reconciliation Act of 2010, will impose a 3.8% Medicare tax on net investment income earned by certain individuals, estates and trusts for taxable years beginning after December 31, 2012. In the case of an individual, the tax will be imposed on the lesser of (1) the shareholder’s net investment income or (2) the amount by which the shareholder’s modified adjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing separately) or $200,000 (in any other case).
      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. Unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, under the Energy Improvement and Extension Act of 2008, the Fund is required to report to you and the IRS the cost basis of the Fund shares you sell or otherwise dispose of in a taxable transaction. These cost basis reporting rules are effective for shares purchased in the Fund on or after January 1, 2012 and disposed of after that date. Cost basis will be calculated using the default method of average cost, unless you instruct the Fund in writing to use a different calculation method. In general, average cost is the total cost basis of all your shares in an account divided by the total number of shares in the account adjusted for any subsequent purchases. To determine whether short-term or long-term capital gains taxes apply, the IRS presumes you redeem your oldest shares first.
     The IRS permits the use of several methods to determine the cost basis of mutual fund shares. The method used will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing net asset values, and the entire position is not sold at one time. The Fund does not recommend any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. It is important that you consult with your tax advisor to determine which method is best for you and then notify the Fund in writing if you intend to utilize a method other than average cost.
     Shares for which the Fund is required to provide cost basis information to you and the IRS are called “covered shares.” Covered shares include shares purchased in the Fund on or after January 1,

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2012, where cost basis information is known to the Fund (shares that are not covered shares are “noncovered shares”). You may elect any of the IRS methods available for your covered shares. If you do not notify the Fund in writing of your elected method upon the later of January 1, 2012 or the initial purchase into your account, the default method of average cost will be applied to your covered shares. The cost basis for covered shares will be calculated separately from any noncovered shares you may own. You may change or revoke the use of the average cost method and revert to another cost basis method for such shares if you notify the Fund in writing by the date of the first sale, exchange or other disposition of the shares. After such revocation period has expired, you may change to another cost basis method at any time upon written notice to the Fund, but only for shares acquired after the date of the change (the change is prospective). After the change date, the basis of shares that were averaged remain averaged.
     Noncovered shares include shares purchased prior to January 1, 2012, or shares acquired on or after January 1, 2012 where cost basis is uncertain or unknown to the Fund. The Fund may provide Fund shareholders (but not the IRS) with information concerning the average cost basis of their noncovered shares in order to assist them with the calculation of gain or loss from a sale or redemption. The cost basis for noncovered shares will be calculated separately from any covered shares you may own. Shareholders that use the average cost method for noncovered shares must make the election to use the average cost method for these shares on their federal income tax returns in accordance with Treasury regulations. This election cannot be made by notifying the Fund.
     Other cost basis methods offered by Invesco which you may elect to apply to covered shares include:
 
    First-In First-Out — shares acquired first in the account are the first shares depleted.
 
 
    Last-In First-Out — shares acquired last in the account are the first shares depleted.
 
 
    High Cost — shares acquired with the highest cost per share are the first shares depleted.
 
 
    Low Cost — shares acquired with the lowest cost per share are the first shares depleted.
 
 
    Loss/Gain Utilization — depletes shares with losses before gains, consistent with the objective of minimizing taxes. For shares that yield a loss, shares owned one year or less (short-term) will be depleted ahead of shares owned more than one year (long-term). For gains, long-term shares will be depleted ahead of short-term gains.
 
 
    Specific Lot Identification — shareholder selects which lots to deplete at time of each disposition. Transaction amount must be in shares. If insufficient shares are identified at the time of disposition, then a secondary default method of first-in first-out will be applied.
     With the exception of the specific lot identification method, Invesco depletes noncovered shares in first-in first-out order before applying your elected method to your remaining covered shares. If you want to deplete your shares in a different order then you must elect specific lot identification and choose the lots you wish to deplete first.
     The Fund will compute and report the cost basis of your Fund shares sold or exchanged by taking into account all of the applicable adjustments to cost basis and holding periods as required by the Code and Treasury regulations for purposes of reporting these amounts to you and the IRS. However, the Fund is not required to, and in many cases the Fund does not possess the information to, take all possible basis, holding period or other adjustments into account in reporting cost basis information to you. Therefore, shareholders should carefully review the cost basis information provided by the Fund, whether this information is provided pursuant to compliance with cost basis reporting requirements for shares acquired on or after January 1, 2012, or is provided by the Fund as a service to shareholders for shares acquired prior to that date, and make any additional basis, holding period or other adjustments that are required by the Code and Treasury regulations when reporting these amounts on their federal income tax returns. Shareholders remain solely responsible for complying with all federal income tax laws when filing their federal income tax returns.

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     If you hold your Fund shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account. For more information about the cost basis methods offered by Invesco, please refer to the Tax Center located under the Accounts & Services menu of our website at www.Invesco.com/us.
      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. For taxable years beginning after December 22, 2010, this provision will only apply if the new shares are acquired by January 31 of the calendar year following the calendar year in which the disposition of the original shares occurred. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment.
      Conversion of shares into shares of the same Fund. The conversion of shares of one class into another class of the same Fund is not taxable for federal income tax purposes. Thus, 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 generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore,

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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 a fund may cease to accrue interest, original issue discount or market discount, when and to what extent a fund may take deductions for bad debts or worthless securities and how a 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 a 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. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.
     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 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.

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     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 current earnings and profits arising from tax-exempt income, reduced, for taxable years of the Fund beginning after December 22, 2010, by related deductions), (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. Also, see “Invesco Commodities Strategy Fund — Investments in Commodities” with respect to investment in the Subsidiary.
      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 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

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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 qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) 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 generally is 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. 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,

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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 (such as the 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. In lieu of potential disqualification, a fund is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect, for taxable years of a fund with respect to which the extended due date of the return is after December 22, 2010. Also see, “Invesco Commodities Strategy Fund — Investments in Commodities” with respect to investment in the Subsidiary.
      Securities lending . While securities are loaned out by a fund, the fund generally will 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 may 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
 
    certify that you are a U.S. person (including a U.S. resident alien).

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     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. 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. Certain payees and payments are exempt from backup withholding and information reporting.
     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 reported by the Fund to shareholders 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, 2012 (unless such sunset date is extended, 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 a rate of 28% 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 reported by the Fund to shareholders 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 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

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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, 2012 (unless such sunset date is extended, 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 backup withholding . Foreign shareholders may 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. Certain payees and payments are exempt from backup withholding.
      Foreign Account Tax Compliance Act . Under the Foreign Account Tax Compliance Act, the relevant withholding agent may be required to withhold 30% of any distributions paid after December 31, 2013 and the proceeds of a sale of shares paid after December 31, 2014 to (i) a foreign financial institution unless such foreign financial institution agrees to verify, report and disclose certain of its U.S. accountholders and meets certain other specified requirements or (ii) a non-financial foreign entity that is the beneficial owner of the payment unless such entity certifies that it does not have any substantial U.S. owners or provides the name, address and taxpayer identification number of each substantial U.S. owner and such entity meets certain other specified requirements. These requirements are different from, and in addition to, the U.S. tax certification rules described above.
      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. For decedents dying during 2010, the U.S. federal estate tax was reinstated retroactively, except where the executor of the estate of a decedent makes an election to opt out of the estate tax and instead be subject to modified carryover basis rules. For decedents dying after 2010, 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 exemption 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, 2012 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

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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 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
     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 the following “Distribution of Securities” section of this SAI to Class A, B, and C and R shares, shall include Class A5, Class B5, Class C5, and Class R5 shares, respectively, unless otherwise noted.
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 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173. 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 Funds that offer retail and/or institutional share classes. Not all 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 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 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,

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Invesco Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class C 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%.
     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 the predecessor funds, as applicable, for the last three fiscal years are found in Appendix O.
Distribution Plans
     Each Fund, pursuant to its Class A, Class B, Class C and Class R Plans pays Invesco Distributors compensation up to the following annual rates, shown immediately below, of the Fund’s average daily net assets of the applicable class.
                                 
Fund   Class A     Class B     Class C     Class R  
Invesco Commodities Strategy Fund
    0.25 %     1.00 %     1.00 %     0.50 %
Invesco Global Advantage Fund
    0.25 %     1.00 %     1.00 %     N/A  
Invesco Pacific Growth Fund
    0.25 %     1.00 %     1.00 %     0.50 %
Invesco Van Kampen Global Tactical Asset Allocation Fund
    0.25 %     1.00 %     1.00 %     0.50 %
     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.
     Payments pursuant to the Plans are subject to any applicable limitations imposed by FINRA rules.
     See Appendix M for a list of the amounts paid by each class of shares of each predecessor fund pursuant to its distribution and service plans for the fiscal year and Appendix N for an estimate by category of the allocation of actual fees paid by each class of shares of the predecessor funds of Invesco Pacific Growth Fund and Invesco Global Advantage Fund pursuant to their respective distribution plans for the fiscal year.

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     As required by Rule 12b-1, the Plans (and for Type 1 Plans only, as described below, the 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 Funds are currently grouped under one of the following three different types of Plans:
     The following Funds utilize Type 1 Plans:
     
Invesco Asia Pacific Growth Fund
  Invesco Constellation Fund
Invesco Balanced-Risk Allocation Fund
  Invesco Core Plus Bond Fund
Invesco Balanced-Risk Commodity Strategy Fund
  Invesco Developing Markets Fund
Invesco Balanced-Risk Retirement 2020 Fund(Class A shares, Class B shares, Class C shares and Class R shares)
  Invesco Diversified Dividend Fund
Invesco Dynamics Fund
Invesco Balanced-Risk Retirement 2030 Fund(Class A shares, Class B shares, Class C shares and Class R shares) 
  Invesco Endeavor Fund
Invesco Energy Fund
Invesco Balanced-Risk Retirement 2040 Fund(Class A shares, Class B shares, Class C shares and Class R shares) 
  Invesco European Growth Fund
Invesco European Small Company Fund
Invesco Balanced-Risk Retirement 2050 Fund(Class A shares, Class B shares, Class C shares and Class R shares) 
  Invesco Floating Rate Fund
Invesco Global Core Equity Fund
Invesco Balanced-Risk Retirement Now Fund(Class A shares, Class B shares, Class C shares and Class R shares)
  Invesco Global Equity Fund
Invesco Global Growth Fund
Invesco Capital Development Fund
Invesco Charter Fund
  Invesco Global Health Care Fund
Invesco Global Real Estate Fund
Invesco China Fund
  Invesco Global Real Estate Income Fund
 
  Invesco Global Small & Mid Cap Growth Fund
 
  Invesco Gold & Precious Metals Fund
Invesco Growth Allocation Fund
Invesco High Income Municipal Fund
Invesco High Yield Fund
Invesco Income Allocation Fund

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Invesco International Allocation Fund
  Invesco Moderately Conservative Allocation Fund
Invesco International Core Equity Fund
  Invesco Municipal Bond Fund
Invesco International Growth Fund
  Invesco Real Estate Fund
Invesco International Small Company Fund
  Invesco Short Term Bond Fund
Invesco International Total Return Fund
  Invesco Small Cap Equity Fund
Invesco Leisure Fund
  Invesco Small Cap Growth Fund
Invesco Limited Maturity Treasury Fund
  Invesco Small Companies Fund
Invesco Mid Cap Core Equity Fund
  Invesco Structured Core Fund
Invesco Moderate Allocation Fund
  Invesco Summit Fund
 
  Invesco Tax-Free Intermediate Fund
  Invesco Technology Fund
  Invesco U.S. Government Fund
 
  Invesco Utilities Fund
     Amounts payable by a Fund under the Class A, Class B, Class C, Class P, Class R and Class S Type 1 Plans 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.
     The Type 1 Plans obligate 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.
     Type 1 Plans also include Investor Class share payments up to 0.25%. Amounts payable by Invesco Diversified Dividend Fund and Invesco Large Cap Growth Fund under their Investor Class Plans are directly related to the expenses incurred by Invesco Distributors on behalf of each Fund, as these Plans obligate each Fund to reimburse Invesco Distributors for their 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 each 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 Diversified Dividend Fund and Invesco Large Cap Growth 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

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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.
     The following Funds utilize Type 2 Plans:
     
Invesco California Tax-Free Income Fund
  Invesco Municipal Fund
Invesco Commodities Strategy Fund
  Invesco Pacific Growth Fund
Invesco Convertible Securities Fund
  Invesco S&P 500 Index Fund
Invesco Equally-Weighted S&P 500 Fund
  Invesco Technology Sector Fund
Invesco Global Advantage Fund
  Invesco U.S. Mid Cap Value Fund
Invesco High Yield Securities Fund
  Invesco Value Fund
     Pursuant to the Type 2 Plans, Class A, Class B, Class C and Class R shares, pay Invesco Distributors compensation accrued daily and payable monthly. The Funds may reimburse expenses incurred or to be incurred in promoting the distribution of the Funds’ Class A, Class B, Class C, and Class R shares and in servicing shareholder accounts. Reimbursement will be made through payments at the end of each month. No interest or other financing charges, if any, incurred on any distribution expenses on behalf of Class A, Class C, and Class R shares will be reimbursable under the Type 2 Plans. Each Class paid no amounts accrued under the Type 2 Plans with respect to that Class for the fiscal year ended in 2009 to Invesco Distributors. No interest or other financing charges will be incurred on any Class A, Class C, and Class R, distribution expenses incurred by Invesco Distributors under the Plans or on any unreimbursed expenses due to Invesco Distributors pursuant to the Plans.
     The following Funds utilize Type 3 Plans:
     
Invesco Van Kampen American Franchise Fund
  Invesco Van Kampen Comstock Fund
Invesco Van Kampen American Value Fund
  Invesco Van Kampen Corporate Bond Fund
  Invesco Van Kampen Equity and Income Fund

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Invesco Van Kampen Global Tactical Asset Allocation Fund
  Invesco Van Kampen Mid Cap Growth Fund
Invesco Van Kampen Growth and Income Fund
  Invesco Van Kampen Municipal Income Fund
Invesco Van Kampen High Yield Fund
  Invesco Van Kampen New York Tax Free Income Fund
Invesco Van Kampen High Yield Municipal Fund
  Invesco Van Kampen Pennsylvania Tax Free Income Fund
Invesco Van Kampen Insured Tax Free Income Fund
  Invesco Van Kampen Small Cap Growth Fund
Invesco Van Kampen Intermediate Term Municipal Income Fund
  Invesco Van Kampen Small Cap Value Fund
Invesco Van Kampen Leaders Fund
  Invesco Van Kampen U.S. Mortgage Fund
Invesco Van Kampen Limited Duration Fund
  Invesco Van Kampen Value Opportunities Fund
     The Type 3 Plans provide that Funds Class A, Class B, Class C and Class R shares may spend a portion of each Fund’s average daily net assets attributable to each such class of shares in connection with the distribution of the respective class of shares and in connection with the provision of ongoing services to shareholders of such class, respectively.
     For Class A and Class R shares in any given year in which the Type 3 Plans are in effect, the Plans generally provide for each Fund to pay the Invesco Distributors the lesser of (i) the amount of Invesco Distributors’ actual expenses incurred during such year less, with respect to Class A shares only, any deferred sales charges it received during such year (the actual net expenses) or (ii) the distribution and service fees at the rates specified in the prospectus applicable to that class of shares (the plan fees). Therefore, to the extent that Invesco Distributors’ actual net expenses in a given year are less than the plan fees for such year, the Funds only pay the actual net expenses. Alternatively, to the extent that Invesco Distributors’ actual net expenses in a given year exceed the plan fees for such year, the Funds only pay the plan fees for such year. For Class A shares and Class R shares, there is no carryover of any unreimbursed actual net expenses to succeeding years.
     The Type 3 Plans for Class B and Class C shares are similar to the Type 3 Plans for Class A shares and Class R shares, except that any actual net expenses which exceed plan fees for a given year are carried forward and are eligible for payment in future years by the Fund so long as the Type 3 Plans remain in effect. Thus, for each of the Class B and Class C shares, in any given year in which the Type 3 Plans are in effect, the Plans generally provide for the Funds to pay the Invesco Distributors the lesser of (i) the applicable amount of Invesco Distributors’ actual net expenses incurred during such year for such class of shares plus any actual net expenses from prior years that are still unpaid by the Funds for such class of shares or (ii) the applicable plan fees for such class of shares. Except as may be mandated by applicable law, the Funds do not impose any limit with respect to the number of years into the future that such unreimbursed actual net expenses may be carried forward (on a Fund level basis). These unreimbursed actual net expenses may or may not be recovered through plan fees or contingent deferred sales charges in future years.
     Because of fluctuations in net asset value, the plan fees with respect to a particular Class B share or Class C share may be greater or less than the amount of the initial commission (including carrying cost) paid by Invesco Distributors with respect to such share. In such circumstances, a shareholder of a share may be deemed to incur expenses attributable to other shareholders of such class.
     If the Plans are terminated or not continued, the Fund would not be contractually obligated to pay Invesco Distributors for any expenses not previously reimbursed by the Fund or recovered through contingent deferred sales charges.
     Under its distribution plan and service plan, Invesco Van Kampen Comstock Fund may spend up to a total of 0.25% per year of the Fund’s average daily net assets with respect to Class A Shares of the Fund. The rates in this paragraph are 0.15% per year of the Fund’s average daily net assets attributable to Class A Shares with respect to accounts existing before October 19, 1992. In addition, for the Fund’s Class

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C shares, the aggregate distribution fees and service fees are 0.90% per year of the average daily net assets attributable to Class C Shares of the Fund with respect to accounts existing before April 1, 1995.
     Under its distribution plan and service plan, Invesco Van Kampen Corporate Bond Fund may spend up to a total of 0.25% per year of the Fund’s average daily net assets with respect to Class A Shares of the Fund. The rates in this paragraph are 0.15% per year of the Fund’s average daily net assets attributable to Class A Shares with respect to accounts existing before September 30, 1989.
     Under its distribution plan and service plan, Invesco Van Kampen Equity and Income Fund may spend up to a total of 0.25% per year of the Fund’s average daily net assets with respect to Class A Shares of the Fund. The rates in this paragraph are 0.15% per year of the Fund’s average daily net assets attributable to Class A Shares with respect to accounts existing before July 3, 1990.
     Under its distribution plan and service plan, Invesco Van Kampen Growth and Income Fund may spend up to a total of 0.25% per year of the Fund’s average daily net assets with respect to Class A Shares of the Fund. The rates in this paragraph are 0.15% per year of the Fund’s average daily net assets attributable to Class A Shares with respect to accounts existing before October 1, 1989.
     Under its distribution plan and service plan, Invesco Van Kampen U.S. Mortgage Fund may spend up to a total of 0.25% per year of the Fund’s average daily net assets with respect to Class A Shares of the Fund. The rates in this paragraph are 0.00% per year of the Fund’s average daily net assets attributable to Class A Shares with respect to accounts existing before July 1, 1987.
     Under its distribution plan and service plan, for Invesco Van Kampen High Yield Municipal Fund’s Class C shares, the aggregate distribution fees and service fees are 0.90% per year of the average daily net assets attributable to Class C Shares of the Fund with respect to accounts existing before April 1, 1995.
FINANCIAL STATEMENTS
          Financial Statements for the period ended July 31, 2010 and January 31, 2011 are incorporated by reference to the annual and semi-annual reports to shareholders for the predecessor fund of Invesco Commodities Strategy Fund and the Invesco Commodities Strategy Fundcontained in the Registrant’s Form N-CSR filed on October 8, 2010 and April 8, 2011, respectively.
     Financial Statements for the period ended May 31, 2011 are incorporated by reference to the annual report to shareholders for Invesco Global Advantage Fund contained in the Registrant’s Form N-CSR filed on July 29, 2011.
     Financial Statements for the period ended October 31, 2010 and April 30, 2011 are incorporated by reference to the annual and semi-annual report to shareholders of Invesco Pacific Growth Fund and Invesco Van Kampen Global Tactical Asset Allocation Fund contained in the Registrant’s Form N-CSR filed on January 7, 2011 and July 8, 2011, respectively.
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

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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.

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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.
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.

A-1


 

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 Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on Standard & Poor’s analysis of 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;
 
    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.
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)

A-2


 

AAA
An obligation rated ‘AAA’ has the highest rating assigned by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
AA
An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
A
An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on the obligation is still strong.
BBB
An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC and C
Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’, and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB
An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
B
An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC
An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC
An obligation rated ‘CC’ is currently highly vulnerable to nonpayment.
C
A ‘C’ rating is assigned to obligations that are currently highly vulnerable to nonpayment, obligations that have payment arrearages allowed by the terms of the documents, or obligations of an issuer that is the subject of a bankruptcy petition or similar action which have not experienced a payment default. Among others, the ‘C’ rating may be assigned to subordinated debt, preferred stock or other obligations on which

A-3


 

cash payments have been suspended in accordance with the instrument’s terms or when preferred stock is the subject of a distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
D
An obligation 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 Standard & Poor’s believes that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized. An obligation’s rating is lowered to ‘D’ upon completion of distressed exchange offer, whereby some or all of the issue is either repurchased for an amount of cash or replaced by other instruments having a total value that is less than par.
Plus (+) or minus (-)
The ratings from ‘AA’ to ‘CCC’ may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
NR
This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poor’s does not rate a particular obligation as a matter of policy.
Standard & Poor’s Short-Term Issue Credit Ratings
A-1
A short-term obligation rated ‘A-1’ is rated in the highest category by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A-2
A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
A-3
A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead a weakened capacity of the obligor to meet its financial commitment on the obligation.
B
A short-term obligation rated ‘B’ is regarded as having significant speculative characteristics. Ratings of ‘B-1’, ‘B-2’, and ‘B-3” may be assigned to indicate finer distinctions within the ‘B’ category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
B-1
A short-term obligation rated ‘B-1’ is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.

A-4


 

B-2
A short-term obligation rated ‘B-2’ is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
B-3
A short-term obligation rated ‘B-3’ is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
C
A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
D
A short-term obligation 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 Standard & Poor’s believes that such payments will be made during such grace period. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the taking of similar action if payments on an obligation are jeopardized.
Standard & Poor’s Municipal Short-Term Note Ratings Definitions
A Standard & Poor’s U.S. municipal note rating reflects Standard & Poor’s opinion about the liquidity factors and market access risks unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, Standard & Poor’s analysis will review the following considerations:
 
    Amortization schedule — the larger 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.

A-5


 

Standard & Poor’s Dual Ratings
Standard & Poor’s 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 rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, ‘AAA/A-1+’). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, ‘SP-1+/A-1+’)
The ratings and other credit related opinions of Standard & Poor’s and its affiliates are statements of opinion as of the date they are expressed and not statements of fact or recommendations to purchase, hold or sell any securities or make any investment decisions. Standard & Poor’s assumes no obligation to update any information following publication. Users of ratings and credit related opinions should not rely on them in making any investment decision. Standard & Poor’s opinions and analysis do not address the suitability of any security. Standard & Poor’s Financial Services LLC does not act as a fiduciary or an investment advisor. While Standard & Poor’s has obtained information from sources it believes to be reliable, Standard & Poor’s does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. Ratings and credit related opinions may be changed, suspended, or withdrawn at any time.
Fitch Credit Rating Scales
Fitch Ratings’ credit ratings provide an opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings are used by investors as indications of the likelihood of receiving the money owed to them in accordance with the terms on which they invested. The agency’s credit ratings cover the global spectrum of corporate, sovereign (including supranational and sub-national), financial, bank, insurance, municipal and other public finance entities and the securities or other obligations they issue, as well as structured finance securities backed by receivables or other financial assets.
The terms “investment grade” and “speculative grade” have established themselves over time as shorthand to describe the categories ‘AAA’ to ‘BBB’ (investment grade) and ‘BB’ to ‘D’ (speculative grade). The terms “investment grade” and “speculative grade” are market conventions, and do not imply any recommendation or endorsement of a specific security for investment purposes. “Investment grade” categories indicate relatively low to moderate credit risk, while ratings in the “speculative” categories either signal a higher level of credit risk or that a default has already occurred.
A designation of “Not Rated” or “NR” is used to denote securities not rated by Fitch where Fitch has rated some, but not all, securities comprising an issuance capital structure.
Credit ratings express risk in relative rank order, which is to say they are ordinal measures of credit risk and are not predictive of a specific frequency of default or loss.
Fitch Ratings’ credit ratings do not directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment obligation on the rated liability, market risk may be considered to the extent that it influences the ability of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other conditionality of the obligation to pay upon a commitment (for example, in the case of index-linked bonds).
In the default components of ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of non-payment or default in accordance with the terms of that instrument’s documentation. In limited cases, Fitch Ratings may include additional considerations (i.e. rate to a higher

A-6


 

or lower standard than that implied in the obligation’s documentation). In such cases, the agency will make clear the assumptions underlying the agency’s opinion in the accompanying rating commentary.
Fitch Long-Term Rating Scales
Issuer Credit Rating Scales
Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns and insurance companies, are generally assigned Issuer Default Ratings (IDRs). IDRs opine on an entity’s relative vulnerability to default on financial obligations. The “threshold” default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms.
In aggregate, IDRs provide an ordinal ranking of issuers based on the agency’s view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default. For historical information on the default experience of Fitch-rated issuers, please consult the transition and default performance studies available from the Fitch Ratings website.
           AAA: Highest credit quality.
‘AAA’ ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
           AA: Very high credit quality.
‘AA’ ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
           A: High credit quality.
‘A’ ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
           BBB: Good credit quality.
‘BBB’ ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
           BB: Speculative.
‘BB’ ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments.
           B: Highly speculative.
‘B’ ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
           CCC: Substantial credit risk.
Default is a real possibility.
           CC: Very high levels of credit risk.
Default of some kind appears probable.

A-7


 

           C: Exceptionally high levels of credit risk
          Default is imminent or inevitable, or the issuer is in standstill. Conditions that are indicative of a ‘C’ category rating for an issuer include:
 
  a.   the issuer has entered into a grace or cure period following non-payment of a material financial obligation;
 
  b.   the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or
 
  c.   Fitch Ratings otherwise believes a condition of ‘RD’ or ‘D’ to be imminent or inevitable, including through the formal announcement of a coercive debt exchange.
      RD: Restricted default.
‘RD’ ratings indicate an issuer that in Fitch Ratings’ opinion has experienced an uncured payment default on a bond, loan or other material financial obligation but which has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and which has not otherwise ceased business. This would include:
 
  a.   the selective payment default on a specific class or currency of debt;
 
  b.   the uncured expiry of any applicable grace period, cure period or default forbearance period following a payment default on a bank loan, capital markets security or other material financial obligation;
 
  c.   the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or
 
  d.   execution of a coercive debt exchange on one or more material financial obligations.
      D: Default.
‘D’ ratings indicate an issuer that in Fitch Ratings’ opinion has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or which has otherwise ceased business.
Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a coercive debt exchange.
“Imminent” default typically refers to the occasion where a payment default has been intimated by the issuer, and is all but inevitable. This may, for example, be where an issuer has missed a scheduled payment, but (as is typical) has a grace period during which it may cure the payment default. Another alternative would be where an issuer has formally announced a coercive debt exchange, but the date of the exchange still lies several days or weeks in the immediate future.
In all cases, the assignment of a default rating reflects the agency’s opinion as to the most appropriate rating category consistent with the rest of its universe of ratings, and may differ from the definition of default under the terms of an issuer’s financial obligations or local commercial practice.
Note:
The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’ Long-Term IDR category, or to Long-Term IDR categories below ‘B’.

A-8


 

Fitch Short-Term Rating Scales
A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short term” based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36 months for obligations in U.S. public finance markets.
      F1: Highest short-term credit quality.
Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
      F2: Good short-term credit quality.
Good intrinsic capacity for timely payment of financial commitments.
      F3: Fair short-term credit quality.
The intrinsic capacity for timely payment of financial commitments is adequate.
      B: Speculative short-term credit quality.
Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
      C: High short-term default risk.
Default is a real possibility.
      RD: Restricted default.
Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Applicable to entity ratings only.
      D: Default.
Indicates a broad-based default event for an entity, or the default of a short-term obligation.

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APPENDIX B
Persons to Whom Invesco Provides
Non-Public Portfolio Holdings on an Ongoing Basis
(as of May 31, 2011)
     
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)
Ballard Spahr Andrews & Ingersoll, LLP
  Special Insurance Counsel
Blaylock Robert Van LLC
  Broker (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
Cirrus Research, LLC
  Trading System
Citigroup Global Markets, Inc.
  Broker (for certain Invesco Funds)
Commerce Capital Markets
  Broker (for certain Invesco Funds)
Crane Data, LLC
  Analyst (for certain Invesco Funds)
Credit Suisse International / Credit Suisse Securities (Europe) Ltd.
  Service Provider
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)
E.K. Riley Investments LLC
  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)
ICI (Investment Company Institute)
  Analyst (for certain Invesco Funds)
ICRA Online Ltd.
  Rating & Ranking Agency (for certain Invesco Funds)
iMoneyNet, Inc.
  Rating & Ranking Agency (for certain Invesco Funds)

B-1


 

     
Service Provider   Disclosure Category
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)
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)
J.P. Morgan Securities
  Broker (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
Lebenthal & Co. LLC
  Broker (for certain Invesco Funds)
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)

B-2


 

     
Service Provider   Disclosure Category
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, 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)
W.H Mell Associates, Inc.
  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 August 31, 2011
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.
                         
            Other
          Number of Funds   Trusteeship(s)/
Name, Year of Birth   Trustee and/       in fund complex   Directorships(s)
and Position(s) Held   or 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     143     None
 
                       
 
          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)            
 
                       
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 adviser); Director, Chairman, Chief Executive Officer and President, Invesco     143     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


 

                     
            Other
          Number of Funds   Trusteeship(s)/
Name, Year of Birth   Trustee and/       in fund complex   Directorships(s)
and Position(s) Held   or Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
 
      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); 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 Corporate Class Inc. (corporate mutual fund company) and Invesco Canada Fund Inc. (corporate mutual fund company); Director, Chairman and Chief Executive Officer, Invesco Canada Ltd. (formerly known as Invesco Trimark Ltd./Invesco Trimark Ltèe) (registered investment adviser and registered transfer agent); 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); Director, Van Kampen Asset Management; Director, Chief Executive Officer and President, Van Kampen Exchange Corp.    
 
           
 
      Formerly: Director and Chairman, Van Kampen Investor Services Inc.; Director, Chief Executive Officer and President, 1371 Preferred Inc. (holding company) and Van Kampen Investments Inc.; Director and President, AIM GP Canada Inc. (general partner for limited partnerships) and Van Kampen Advisors Inc.; Director and Chief Executive Officer, Invesco Trimark Dealer Inc. (registered broker dealer); 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 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    

C-2


 

                         
            Other
          Number of Funds   Trusteeship(s)/
Name, Year of Birth   Trustee and/       in fund complex   Directorships(s)
and Position(s) Held   or Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
 
          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     161     Director of the Abraham Lincoln Presidential Library Foundation.
 
                       
Independent Trustees
                       
 
                       
Bruce L. Crockett — 1944 Trustee and Chair
    2001     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)
    143     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.     161     Member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago. Board member of the Illinois Manufacturers’ Association. Member of the Board of Visitors, Institute for the Humanities, University of Michigan
 
 
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


 

                         
Name, Year of Birth   Trustee       Number of Funds
in Fund Complex
  Other
Trusteeship
directorships(s)
and Position(s) Held   and/or Officer       Overseen by   Held by
with the Trust   Since   Principal Occupation(s) During Past 5 Years   Trustee   Trustee/Director
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
    143     None
 
                       
Frank S. Bayley — 1939 Trustee
    1987     Retired

Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
    143     Director and Chairman, C.D. Stimson Company (a real estate investment company)
 
                       
James T. Bunch — 1942 Trustee
    2003     Managing Member, Grumman Hill Group LLC (family office private equity management)

Formerly: Founder, Green, Manning & Bunch Ltd. (investment banking firm)(1988-2010); Executive Committee, United States Golf Association; and Director, Policy Studies, Inc. and Van Gilder Insurance Corporation
    143     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, Vice Chairman of Anixter International. 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.
    161     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.
 
                       
Albert R. Dowden — 1941 Trustee
    2001     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)     143     Board of Nature’s Sunshine Products, Inc.
 
                       
 
          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,            

C-4


 

                         
Name, Year of Birth   Trustee       Number of Funds
in Fund Complex
  Other
Trusteeship
directorships(s)
and Position(s) Held   and/or Officer       Overseen by   Held by
with the Trust   Since   Principal Occupation(s) During Past 5 Years   Trustee   Trustee/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)            
 
                       
Jack M. Fields — 1952 Trustee
    2001     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)     143     Administaff
 
                       
 
          Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives            
 
                       
Carl Frischling — 1937 Trustee
    2001     Partner, law firm of Kramer Levin Naftalis and Frankel LLP     143     Director, Reich &
Tang Funds (6
portfolios)
 
                       
Prema Mathai-Davis — 1950 Trustee
    2001     Retired

Formerly: Chief Executive Officer, YWCA of the U.S.A.
    143     None
 
                       
Larry Soll — 1942 Trustee
    2003     Retired

Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
    143     None

C-5


 

                         
Name, Year of Birth
  Trustee
and/or
      Number of Funds
in Fund Complex
  Other
Trusteeship(s)/
Directorships(s)
and Position(s) Held   Officer       Overseen by   Held by
with the Trust   Since   Principal Occupation(s) During Past 5 Years   Trustee   Trustee/Director
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.     161     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
    143     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.) 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 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; Secretary and General Counsel, Van Kampen Funds Inc.; and Chief Legal Officer, 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     N/A     N/A

C-6


 

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

C-7


 

                     
Name, Year of Birth   Trustee
and/or
      Number of Funds
in Fund Complex
  Other
Trusteeship(s)/
Directorships(s)
and Position(s) Held   Officer       Overseen by   Held by
with the Trust   Since   Principal Occupation(s) During Past 5 Years   Trustee   Trustee/Director
Sheri Morris — 1964 Vice President, Treasurer and Principal Financial Officer
    1999     Vice President, Treasurer and Principal Financial Officer, The Invesco Funds; Vice President, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser) and Treasurer, 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.   N/A   N/A
 
                   
 
          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.        
 
                   
Karen Dunn Kelley — 1960 Vice President
    2004     Head of Invesco’s World Wide Fixed Income and Cash Management Group; Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, Inc.) and Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.) (registered investment adviser); Executive Vice President, Invesco Distributors, Inc. (formerly known as Invesco Aim Distributors, Inc.); Director, Invesco Mortgage Capital Inc.; Vice President, The Invesco Funds (other than AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust); and President and Principal Executive Officer, The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) and Short-Term Investments Trust only).   N/A   N/A
 
                   
 
          Formerly: Senior Vice President, Van Kampen Investments Inc.; 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.        

C-8


 

                     
Name, Year of Birth   Trustee
and/or
      Number of Funds
in Fund Complex
  Other
Trusteeship(s)/
Directorships(s)
and Position(s) Held   Officer       Overseen by   Held by
with the Trust   Since   Principal Occupation(s) During Past 5 Years   Trustee   Trustee/Director
 
          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
    2005     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 Fund Trust II, PowerShares India Exchange-Traded Fund Trust, PowerShares Actively Managed Exchange-Traded Fund Trust, Van Kampen Asset Management and Van Kampen Funds Inc.   N/A   N/A
 
                   
 
          Formerly: Anti-Money Laundering Compliance Officer, Van Kampen Investor Services Inc., Fund Management Company, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.        
 
                   
Todd L. Spillane — 1958 Chief Compliance Officer
    2006     Senior Vice President, Invesco Management Group, Inc. (formerly known as Invesco Aim Management Group, 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 Fund 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.).   N/A   N/A
 
                   
 
          Formerly: Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset        

C-9


 

                     
Name, Year of Birth   Trustee
and/or
      Number of Funds
in Fund Complex
  Other
Trusteeship(s)/
Directorships(s)
and Position(s) Held   Officer       Overseen by   Held by
with the Trust   Since   Principal Occupation(s) During Past 5 Years   Trustee   Trustee/Director
 
          Management (N.A.), Inc., Invesco Senior Secured Management, Inc. (registered investment adviser) and Van Kampen Investor Services Inc.; Vice President, Invesco Aim Capital Management, Inc. and Fund Management Company        

C-10


 

Trustee Ownership of Fund Shares as of December 31, 2010
         
        Aggregate Dollar Range
        of Equity Securities in
        All Registered
        Investment Companies
Overseen by Trustee in
Name of Trustee   Dollar Range of Equity Securities Per Fund   Invesco Funds
Martin L. Flanagan
  -0-   Over $100,000
Philip A. Taylor
  N/A   -0-
Wayne W. Whalen
  -0-   Over $100,000
David C. Arch
  -0-   $50,001-$100,000
Bob R. Baker
  -0-   Over $100,000
Frank S. Bayley
  -0-   Over $100,000
James T. Bunch
  -0-   Over $100,000 4
Bruce L. Crockett
  -0-   Over $100,000 4
Rodney Dammeyer
  -0-   Over $100,000
Albert R. Dowden
  -0-   Over $100,000
Jack M. Fields
  -0-   Over $100,000 4
Carl Frischling
  -0-   Over $100,000 4
Prema Mathai-Davis
  -0-   Over $100,000 4
Larry Soll
  -0-   Over $100,000 4
Hugo F. Sonnenschein
  -0-   Over $100,000
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.

C-11


 

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, 2010:
                                 
    Aggregate     Retirement Benefits              
    Compensation from     Accrued by All     Estimated Annual     Total Compensation  
    the     Invesco     Benefits Upon     From All Invesco  
Trustee   Trust 1     Funds 2     Retirement 3     Funds 4  
Interested Trustees
                               
Wayne W. Whalen 5
  $ 8,694                 $ 327,499  
Independent Trustees
                               
David C. Arch 5
    9,528                   320,944  
Bob R. Baker
    19,098     $ 108,746     $ 244,051       295,850  
Frank S. Bayley
    22,972       105,795       192,000       350,950  
James T. Bunch
    20,146       145,546       192,000       310,550  
Bruce L. Crockett
    40,191       100,134       192,000       606,800  
Rod Dammeyer 5
    9,347                   335,749  
Albert R. Dowden
    22,071       143,542       192,000       340,200  
Jack M. Fields
    17,381       142,508       192,000       268,250  
Carl Frischling 6
    19,986       108,746       192,000       312,700  
Prema Mathai-Davis
    19,082       138,797       192,000       295,850  
Lewis F. Pennock 7
    17,336       101,519       192,000       268,250  
Larry Soll
    20,351       163,515       213,723       318,150  
Hugo F. Sonnenschein 5
    8,694                   310,166  
Raymond Stickel, Jr.
    21,698       114,085       192,000       341,300  
 
 
1   Amounts shown are based on the fiscal year ended October 31, 2010. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended October 31, 2010, including earnings, was $36,496.
 
 
2   During the fiscal year ended October 31, 2010, the total amount of expenses allocated to the Trust in respect of such retirement benefits was $40,789.
 
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 except Arch, Dammeyer, Sonnenschein and Whalen currently serve as trustee of 29 registered investment companies advised by Invesco. Messrs. Arch, Dammeyer, Sonnenschein and Whalen currently serve as trustee of 47 registered investment companies advised by Invesco.
 
5   Messrs. Arch, Dammeyer, Sonnenschein and Whalen were elected as trustees of the Trust effective June 15, 2010.
 
6   During the fiscal year ended October 31, 2010, the Trust paid $36,496 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.
 
7   Retired effective March 31, 2011.

D-1


 

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

E-1


 

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 “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.

E-2


 

      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.
 
    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.

E-3


 

    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.

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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.
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

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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.
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

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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.

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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

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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 and Stewardship
     
 
  Contents
 
   
16
  Introduction
 
   
16
  Scope
 
   
16
  Responsible voting
 
   
17
  Voting procedures
 
   
17
  Dialogue with companies
 
   
18
  Non-routine resolutions and other topics
 
   
19
  Evaluation of companies’ environmental, social and governance arrangements (ESG)
 
   
19
  Disclosure and reporting
 
   
20
  UK Stewardship Code
 
   
22
  Appendix 1 — Voting on non-UK/European and blocked shares

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Invesco Perpetual
Policy on Corporate Governance and Stewardship
1.   Introduction
 
    Invesco Perpetual (IP), a business name of Invesco Asset Management Limited, has adopted a clear and considered policy towards its responsibility as a shareholder on behalf of all investors in portfolios managed by them. As part of this policy, IP will take steps to satisfy itself about the extent to which the companies in which it invests look after shareholders’ value in their companies and comply with local recommendations and practices, such as the UK Corporate Governance Code issued by the Financial Reporting Council and the U.S. Department of Labor Interpretive Bulletins.
 
    IP has a responsibility to optimise returns to its investors. As a core part of the investment process, IP’s 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.
 
    Being a major shareholder in a company is more than simply expecting to benefit in its future earnings streams. In IP’s view, it is about helping to provide the capital it needs to grow, it is about being actively involved in its strategy and it is about helping to ensure that shareholder interests are always at the forefront of management’s thoughts.
 
    IP considers that shareholder activism is fundamental to good Corporate Governance. Although 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, with a view to protecting and enhancing value for our investors in our portfolios.
 
    Engagement will also be proportionate and will reflect the size of holdings, length of holding period and liquidity of the underlying company shares. This is because in most of IP’s investment jurisdictions, the only effective remedy of last resort available to shareholders, other than liquidating their share ownership, is the removal of directors.
 
2.   Scope
 
    The scope of this policy covers all portfolios that are managed by the IP investment teams located in Henley on Thames, United Kingdom and specifically excludes portfolios that are managed by other investment teams within the wider Invesco group that have their own voting, corporate governance and stewardship policies. As an example, within IP’s ICVC range the following funds are excluded: IP UK Enhanced Index, IP US Equity Benchmark Plus, IP Hong Kong & China, IP Japanese Smaller Companies, IP Global Balanced Index Fund, IP Global ex-UK Core Equity and the IP Global ex-UK Enhanced Index.
 
3.   Responsible voting
 
    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.

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Invesco Perpetual
Policy on Corporate Governance and Stewardship
    In voting for or against a proposal, IP will have in mind three objectives, as follows:
    To protect the rights of its investors
 
    To minimise the risk of financial or business impropriety within the companies in which its clients are invested, and
 
    To protect the long-term value of its clients’ investments.
    It is important to note that, when exercising voting rights, the third option of abstention can also be used as a means of expressing dissatisfaction, or lack of support, to a board on any 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 actively exercise the voting rights represented by the shares it manages on behalf of its investors where it is granted the discretion to do so. In certain circumstances the discretion is retained by the client, where they wish to be responsible for applying their own right to vote.
 
    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 the time around a shareholder meeting .
 
4.   Voting procedures
 
    IP will endeavour to keep under regular review with trustees, depositaries, custodians and third party proxy voting services the practical arrangements for circulating company resolutions and notices of meetings and for exercising votes in accordance with standing or special instructions. Although IP’s proxy voting service will provide research and recommendations for each resolution, each fund manager will cast their vote independently considering their own research and dialogue with company management.
 
    Proxy voting research and services are currently provided by Institutional Shareholder Services (ISS), part of the RiskMetrics Group.
 
    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). However, IP does not currently enter into any stock lending arrangements as it believes the facility does not support active shareholder engagement.
 
5.   Dialogue with companies
 
    IP will endeavour, where practicable in accordance with its investment approach, 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 of particular relevance to shareholder value.

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Invesco Perpetual
Policy on Corporate Governance and Stewardship
    Those people on the inside of a company, most obviously its executives, know their businesses much more intimately. Therefore, it is usually appropriate to leave strategic matters in their hands. However, if that strategy is not working, or alternatives need exploring, IP will seek to influence the direction of that company where practicable. In IP’s view, this is part of its responsibility to investors, where possible, in shaping strategy. Ultimately the business’ performance will have an impact on the returns generated by IP’s portfolios, whether it is in terms of share price performance or dividends, and IP wants to seek to ensure that the capital IP has invested on behalf of its clients is being used as effectively as possible. In the majority of cases IP is broadly in agreement with the direction of a company that it has invested in, as its initial decision to invest will have taken these factors into account. But these issues demand regular re-evaluation, which can only be achieved through company meetings.
 
    The building of this relationship facilitates frank and open discussion, and ongoing interaction is an integral part of the fund manager’s role. The fact that IP has been a major shareholder in a number of companies for a long time, in particular within its domestic UK portfolios, reflects both the fact that IP’s original investment was based on a joint understanding of where the business was going and the ability of the management to execute that plan. Inevitably there are times when IP’s views diverge from those of the company’s executives but, where possible, it attempts to work with the company towards a practical solution. However, IP believes that its status as part-owner of a company means that it has both the right and the responsibility to make its views known. The option of selling out of that business is always open, but normally IP prefers to push for change, even if this can be a slow process.
 
    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
 
    Socially Responsible Investing policies
6.   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 proposals would be all political donations and any proposal made 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:
    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
 
    Peer group response to the issue in question
 
    Whether implementation would achieve the objectives sought in the proposal
 
    Whether the matter is best left to the Board’s discretion.

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Invesco Perpetual
Policy on Corporate Governance and Stewardship
7.   Evaluation of companies’ environmental, social and governance arrangements
 
    At IP, each fund manager is individually responsible for environmental, social and governance (ESG) matters, rather than utilising ESG professionals or an internal / external discrete team independent from the fund management process. ESG issues are deemed as an essential component of the fund manager’s overall investment responsibilities. Additionally, fund managers may call on the support of the IP Operations team on any ESG matter.
 
    As mentioned in Section 5, company meetings are an integral part of IP’s investment research approach and discussions at these meetings include all matters that might affect the share price, including ESG issues.
 
    IP’s research is structured to give it a detailed understanding of a company’s key historical and future, long-term business drivers, such as demand for its products, pricing power, market share trends, cash flow and management strategy. This enables IP’s investment teams to form a holistic opinion of management strategy, the quality of the management, an opinion on a company’s competitive position, its strategic advantages/ disadvantages, and corporate governance arrangements, thus incorporating any inherent ESG issues.
 
    IP will, when evaluating companies’ governance arrangements, particularly those relating to board structure and composition, give due weight to all relevant factors brought to its attention.
 
8.   Disclosure and reporting
 
    Although IP acknowledges initiatives of transparency, it is also very aware of its fiduciary duty and the interests of all investors in portfolios managed by them. As such, IP is very cognisant that disclosure of any meeting specific information may have a detrimental affect in its ability to manage its portfolios and ultimately would not be in the best interests of all shareholders. Primarily, this is for investor protection and to allow IP’s fund managers to manage their portfolios in the interests of all its clients.
 
    Although IP does not report specific findings of company meetings for external use, regular illustrations will be provided to demonstrate that active engagement is at the heart of its investment process.
 
    For clients with individual mandates, (i.e. not invested in a fund), IP may discuss specific issues where it can share details of a client’s portfolio with that specific client. Occasionally, where IP has expressed strong views to management over matters of governance, those views have gained media attention, but IP will never seek to encourage such debates in the media.
 
    On request from investors, IP will in good faith provide records of voting instructions given to third parties such as trustees, depositaries and custodians provided that:
    In IP’s view, it does not conflict with the best interests of other investors and
 
    It is understood that IP will not be held accountable for the expression of views within such voting instructions and
 
    IP is not giving any assurance nor undertaking nor has any obligation to ensure that such instructions resulted in any votes actually being cast. Records of voting instructions within the immediate preceding three months will not normally be provided for activities within the funds managed by IP.
    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

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Invesco Perpetual
Policy on Corporate Governance and Stewardship
    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.
9.   The UK Stewardship Code
 
    The UK Stewardship Code (the Code)issued by the Financial Reporting Council (FRC) aims to enhance the quality of engagement between institutional investors and companies to help improve long-term returns to shareholders and the efficient exercise of governance responsibilities. The Code sets out seven principles, which support good practice on engagement with UK investee companies and to which the FRC believes institutional investors should aspire. The Code is applied on a ‘comply or explain’ approach. IP sets out below how it complies with each principle or details why it chooses not to.
 
    Principle 1
 
    Institutional investors should publicly disclose their policy on how they will discharge their stewardship responsibilities .
 
    IP complies with Principle 1 and publishes the Invesco Perpetual Policy on Corporate Governance and Stewardship on its website —
 
    http://investor.invescoperpetual.co.uk/portal/site/ipinvestor/aboutus/ukstewardshipcode/
 
    Principle 2
 
    Institutional investors should have a robust policy on managing conflicts of interest in relation to stewardship and this policy should be publicly disclosed.
 
    IP complies with Principle 2 by meeting its regulatory requirement of having an effective Conflicts of Interest Policy. Any conflicts of interest arising through its stewardship of investee companies will be handled in accordance with that policy.
 
    In respect of stewardship, IP anticipates the opportunity for conflicts arising would be limited, e.g. where it invests in a company that is also a broker (i.e. dealing) of, or client of IP.
 
    Principle 3
 
    Institutional investors should monitor their investee companies.
 
    As an active shareholder, IP complies with Principle 3. Through its investment process, fund managers endeavour to establish on a proportionate basis ongoing dialogue with company management and this is likely to include regular meetings. In discussions with company boards and senior non-Executive Directors, IP will explore any concerns about corporate governance where these may impact on the best interests of clients, together with any other matters of particular value to shareholders.
 
    Meeting company boards of investee companies is a core part of IP’s investment process and IP is committed to keeping records of all future key engagement activities.
 
    When casting votes on behalf of investors, IP keeps detailed records of all instructions given in good faith to third parties such as trustees, depositories and custodians. Although the rationale for voting in a particular manner is not automatically captured through the voting process, the individually responsible fund manager would be expected to be able to clearly articulate their decision whenever required.

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Invesco Perpetual
Policy on Corporate Governance and Stewardship
    Principle 4
 
    Institutional investors should establish clear guidelines on when and how they will escalate their activities as a method of protecting and enhancing shareholder value.
 
    IP complies with Principle 4 with its fund managers managing corporate governance matters independently being a key part of their investment process to protect and add value on behalf investors. Initially any issues / concerns would be raised by its fund managers through IP’s process of ongoing dialogue and company meetings. On occasions that a fund manager believes an issue is significant enough to be escalated, this will be done through IP’s Chief Investment Officer (CIO) and the IP Operations team who will ensure the relevant internal resources are made available to support the fund manager in securing the most appropriate outcome for IP’s clients.
 
    Principle 5
 
    Institutional investors should be willing to act collectively with other investors where appropriate.
 
    IP is supportive of collective engagement in cases where objectives between parties are mutually agreeable and, as they pertain to the UK market, are not in breach of ‘concert party’ rules. Other shareholders can engage directly with the relevant fund manager or through an investment adviser. Alternatively, enquiries can be directed to the members of the IP Operations team detailed below:
    Charles Henderson — Head of IP Operations and Dealing
 
    Dan Baker — IP Operations Manager
    Principle 6
 
    Institutional investors should have a clear policy on voting and disclosure of voting activity.
 
    As detailed in Section 3, IP is committed to voting on all the UK stocks it holds for its underlying investors and where it has the full discretion to do so. Whilst comprehensive records of IP’s voting instructions are maintained, IP does not report specifically on its voting activity. Whilst being mindful of its fiduciary duty and the interest of all investors, IP believes that automatic public disclosure of its voting records may have a detrimental affect on its ability to manage its portfolios and ultimately would not be in the best interest of all shareholders.
 
    On specific requests from clients, IP will in good faith provide records of voting instructions given to third parties such as trustees, depositaries and custodians subject to limitations detailed in Section 8.
 
    Principle 7
 
    Institutional investors should report periodically on their stewardship and voting activities.
 
    IP complies with Principle 7 through a commitment to provide regular illustrations of its engagement activities and to respond to voting record requests from investors in its portfolios on an individual basis.
 
    Although IP does not report specific findings of company meetings for external use, regular illustrations will be provided to demonstrate that active engagement is at the heart of its investment process. On request from investors, IP will in good faith provide records of voting instructions given to third parties such as trustees, depositaries and custodians subject to certain limitations outlined in Section 8. Although the rationale for its voting decision is not captured through the voting process, individual fund managers would be expected to articulate their decision whenever required.

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Invesco Perpetual
Policy on Corporate Governance and Stewardship
Appendix 1
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
 
    Portfolio management restrictions (e.g. share blocking) that may result from voting
 
    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.
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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As at 30 September 2010.
Information our products is available on the contact details provided below.
Telephone calls may be recorded.
The value of investments and any income will fluctuate (this may partly be the result of exchange rate fluctuations) and investors may not get back the full amount invested.
Past performance is not a guide to future returns.
Where Invesco Perpetual has expressed views and opinions, these may change.
Invesco Perpetual is a business name of Invesco Asset Management Limited. Authorised and regulated by the Financial Services Authority.
Invesco Asset Management Limited
Perpetual Park, Perpetual Park Drive, Henley-on-Thames,
Oxfordshire, RG9 1HH
Telephone: Broker Services 0800 0282121
www.invescoperpetual.co.uk
30 Finsbury Square, London EC2A 1AG
Telephone: 020 7065 4000
www.invescoperpetual.co.uk/institutional
Registered in England 949417
Registered Office: 30 Finsbury Square, London, EC2A 1AG

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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.
 
  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

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      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 amendments to Articles of Association. Generally in such cases,

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      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
    30  
 
       
1. Guiding Principles
    31  
 
       
2. Proxy Voting Authority
    32  
 
       
3. Key Proxy Voting Issues
    34  
 
       
4. Internal Admistration and Decision-Making Process
    37  
 
       
5. Client Reporting
    39  

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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.
 
  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.

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  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:

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:

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.

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ä   contentious issues (eg. issues of perceived national interest, or where there has been extensive press coverage or public comment);
 
ä   approval of changes of substantial shareholdings;
 
ä   mergers or schemes of arrangement; and
 
ä   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 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

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      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:
(FLOW 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.
 
  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

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    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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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    

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B6. Proxy Voting
Policy Number: B-6                Effective Date: May 1, 2001                Revision Date: December 2010
 
1. Purpose and Background
In its trusteeship and management of mutual funds, Invesco Trimark acts as fiduciary to the Fund and must act in its best interest.
2. Application
Invesco Trimark will make every effort to exercise all voting rights with respect to securities held in the accounts (“Accounts”) that it acts as investment fund manager and/or adviser including separately managed portfolios (“SMPs”), investment funds offered in Canada (“Canadian Funds”), investment funds registered under and governed by the US Investment Company Act of 1940, as amended, and to which Invesco Trimark provides advisory services (the “US Funds”).but excluding Accounts (“Sub-Advised Accounts”) that are sub-advised to affiliated or third party advisers (“Sub-Advisers”) to provide investment advice to such accounts. Proxies for Sub-Advised Accounts will be voted in accordance with the Sub-Adviser’s policy, unless the sub-advisory agreement or investment management agreement between the client and Invesco Trimark provides otherwise.
Unless the investment management agreement between Invesco Trimark and its client 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 Account. 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 management, 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 Accounts, 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.

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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.
Once a circular is received, the Proxy Team verifies that all shares and Accounts 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 Accounts 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 Compliance Committees of the Invesco Trimark Fund Advisory Board and the Boards of Directors of Invesco Trimark Canada Fund Inc. and Invesco Trimark Corporate Class Inc. (collectively, the “Board Compliance Committees”) on an annual basis with respect to all Canadian Funds and investment funds managed by Invesco Trimark but sub-advised by a Sub-Adviser. 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 must be prepared annually (for the period ended June 30) and must be posted on Invesco Trimark’s website no later than August 31st of each year.
The Invesco Trimark Compliance department (“Compliance department”) will review a sample of 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.

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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 the accounts (“Accounts”) for which it acts as investment fund manager and/or adviser including separately managed portfolios (“SMPs”), investment funds offered in Canada (“Canadian Funds”) and investment funds registered under and governed by the US Investment Company Act of 1940, as amended, and to which Invesco Trimark provides advisory services (the “US Funds”) but excluding Accounts (“Sub-Advised Accounts”) that are sub-advised by affiliated or third party advisers (“Sub-Advisers”) to provide investment advice to such accounts. Proxies for Sub-Advised Accounts will be voted in accordance with the Sub-Adviser’s policy, unless the sub-advisory agreement or investment advisory agreement between the client and Invesco Trimark provides otherwise.
As part of its due diligence, the Invesco Trimark Compliance department 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 a fiduciary obligation to act in the best long-term economic interest of the Accounts when voting proxies of portfolio companies.
The default is to vote with the recommendation of the publicly traded company’s management.
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 recommendations of company management. Therefore, in most circumstances, votes will be cast in accordance with the recommendations of company management.

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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
When voting proxies, Invesco Trimark’s portfolio managers assess whether there are material conflicts of interest between Invesco Trimark’s interests and those of the Account. 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 Account. 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,

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    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:
    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.
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;

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    CEO performance is reviewed annually by a committee of outside directors; and
 
    Established governance guidelines.
Majority of Independent Directors
While we generally support proposals asking that a majority of directors be independent, each proposal should be evaluated on a case-by-case basis.
We generally vote for 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 are personally liable for all lawsuits and legal costs. As a result, limitations on

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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.
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

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awards or have objectionable structural features. We will consider each compensation plan in its entirety (including all incentives, awards and other compensation) to determine 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

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and be reasonable in the circumstances regarding their cost, scope, frequency and schedule for exercising the options.
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 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 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 generally 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,
 
    have favourable prospects for the combined companies, and

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    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
 
    the company fails to provide a level of disclosure that is comparable to industry peers or generally accepted standards.

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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.

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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 September 2, 2011.
Invesco Commodities Strategy Fund
                                                 
                                            Institutional  
    Class A     Class B     Class C     Class R     Class Y     Class  
    Shares     Shares     Shares     Shares     Shares     Shares  
    Percentage     Percentage     Percentage     Percentage     Percentage     Percentage  
    Owned of     Owned of     Owned of     Owned of     Owned of     Owned of  
Names and Address of Principal Holder   Record     Record     Record     Record     Record     Record  
AIM Advisors Inc.
Attn: Corporate Controller
1555 Peachtree St., N.E. Ste 1800
Atlanta, GA 30309-2499
                                  21.98 %
 
                                               
First Clearing, LLC
Special Custody Acct For The
Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523
          7.00 %                 6.92 %      
 
                                               
Frontier Trustco FBO
Firm58 Retirement Savings Program
PO Box 10758
Fargo, ND 58106-0758
                      13.32 %            
 
                                               
Invesco Group Services Inc
1555 Peachtree St. NE
Atlanta, GA 30309-2460
                                  78.02 %

F-1


 

                                                 
                                            Institutional  
    Class A     Class B     Class C     Class R     Class Y     Class  
    Shares     Shares     Shares     Shares     Shares     Shares  
    Percentage     Percentage     Percentage     Percentage     Percentage     Percentage  
    Owned of     Owned of     Owned of     Owned of     Owned of     Owned of  
Names and Address of Principal Holder   Record     Record     Record     Record     Record     Record  
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, 3 rd Floor
Jersey City, NJ 07311
    72.96 %     72.35 %     66.72 %     21.48 %     54.25 %      
 
                                               
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0002
                      34.97 %            
 
                                               
Power Supplies LLC
Loretta M. Tessmar
7870 Firestone Ln
Washington Twp, MI 48094-3443
                      8.73 %            
 
                                               
Scotwork Inc.
Martin P. Finkle
South Orange, NJ 07079-1228
                      6.12 %            
 
                                               
Scotwork Inc.
Sandy J. Sbarra
Warrenton, VA 20187-4719
                      6.47 %            
 
                                               
Strategic Horizon Inc.
401(k) Plan
Yong S NG Trustee
20955 Pathfinder Rd, Ste 100
Diamond Bar, CA 91765-4029
                      5.98 %            

F-2


 

Invesco Global Advantage Fund
                                 
    Class A     Class B     Class C     Class Y  
    Shares     Shares     Shares     Shares  
    Percentage     Percentage     Percentage     Percentage  
    Owned of     Owned of     Owned of     Owned of  
Names and Address of Principal Holder   Record     Record     Record     Record  
Citigroup Global Markets Inc.
Attn: Cindy Tempesta 7th Fl
333 W. 34 th Street 7 th Floor
New York, NY 10001-2402
                      5.48 %
 
                               
First Clearing LLC
Special Custody ACCT for the
Exclusive Benefit of Customer
2801 Market Street
St. Louis, MO 63103-2523
                      27.11 %
 
                               
Interactive Brokers LLC
2 Pickwick Plaza
Greenwich, CT 06830-5530
                      12.87 %
 
                               
Invesco Group Services Inc.
1555 Peachtree St NE
Atlanta, GA 30309-2460
                         
 
                               
Merrill Lynch Pierce Fenner
& Smith Inc
For the Sole Benefit
of Its Customers
4800 Deer Lake Dr. E
Jacksonville, FL 32246-6484
          7.92 %            
 
                               
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, 3 rd Floor
Jersey City, NJ 07311
    76.77 %     71.46 %     81.57 %     38.59 %
 
                               
Nat’l Financial Services Corp
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty Street 5 th Flr
Attn: Kate Recon
New York, NY 10281-5503
                      6.48 %
 
                               
UBS WM USA
OMNI Account M/F
ATTN: Department Manager
499 Washington Blvd Fl 9
Jersey City, NJ 07310-2055
                      5.60 %

F-3


 

Invesco Pacific Growth Fund
                                                 
    Class A     Class B     Class C     Class R     Class Y     Institutional  
    Shares     Shares     Shares     Shares     Shares     Class Shares  
    Percentage     Percentage     Percentage     Percentage     Percentage     Percentage  
    Owned of     Owned of     Owned of     Owned of     Owned of     Owned of  
Names and Address of Principal Holder   Record     Record     Record     Record     Record     Record  
AIM Advisors, Inc. (A)
Attn: Corporate Controller
1555 Peachtree St. NE Ste 1800
Atlanta, GA 30309-2499
                      12.88 %            
 
                                               
AIM Advisors, Inc. (B)
Attn: Corporate Controller
1555 Peachtree St. NE Ste 1800
Atlanta, GA 30309-2499
                                  100.00 % 1
 
                                               
Bonnie M. Fletcher
La Jolla, CA 92037-7336
                      22.31 %            
 
                                               
Classic Performance Cars
Sylvestor Aloysius Styer II
2539 N Fwy
Houston, TX 77009-4601
                      9.16 %            
 
                                               
First Clearing, LLC
Special Custody Acct for the
Exclusive Benefit of Customer
2801 Market Street
St. Louis, MO 63103-2523
          5.24 %                        
 
                                               
Morgan Stanley & Co FBO
Equity Swaps
1585 Broadway
New York, NY 10036-8200
                            88.35 %      
 
                                               
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, 3 rd Floor
Jersey City, NJ 07311
    71.97 %     69.63 %     65.09 %                  
 
                                               
Namita M. Kumar
Cumming, GA 30041-9765
                      9.49 %            
 
                                               
Raymond James
Omnibus For Mutual Funds
ATTN: Courtney Waller
880 Carillon Pkwy
St. Petersburg, FL 33716-1102
                6.28 %                  
 
                                               
Starquest Solutions Inc.
Jerry B Cox
4814 River Point Rd.
Jacksonville, FL 32207-2118
                      16.55 %            
 
                                               
Strategic Horizon Inc.
401(K) Plan
Yong S. Ng Trustee
20955 Pathfinder Rd Ste 100
Diamond Bar, CA 91765-4029
                      22.15 %            
 
1   Owner of record and beneficially.

F-4


 

Invesco Van Kampen Global Tactical Asset Allocation Fund
                                                 
    Class A     Class B     Class C     Class R     Class Y     Institutional  
    Shares     Shares     Shares     Shares     Shares     Class Shares  
    Percentage     Percentage     Percentage     Percentage     Percentage     Percentage  
    Owned of     Owned of     Owned of     Owned of     Owned of     Owned of  
Names and Address of Principal Holder   Record     Record     Record     Record     Record     Record  
AIM Advisors, Inc. (A)
Attn: Corporate Controller
1555 Peachtree St. NE Ste 1800
Atlanta, GA 30309-2499
          9.66 %           61.82 %     93.82 %      
 
                                               
AIM Advisors, Inc. (B)
Attn: Corporate Controller
1555 Peachtree St. NE Ste 1800
Atlanta, GA 30309-2499
                                  100.00 % 1
 
                                               
Chippens Hill Veteranary Hospital
401(K) Plan
Dr. Eric Linnetz Trustee
595 Clark Ave
Bristol, CT 0601-4068
                      17.57 %            
 
                                               
Edward Jones & Co
Attn: Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts, MO 63043-3003
    15.04 %     6.59 %                        
 
                                               
First Clearing, LLC
Special Custody Acct For The Exclusive Benefit of Customer
2801 Market St.
Saint Louis, MO 63103-2523
          9.18 %     12.59 %                  
 
                                               
INTC Cust 403B
ORP A/C Russel H. Henk
Texas Transportation Institute
Texas A & M University
398 Madrona Ridge Dr
Bandera, TX 78003-4676
          8.66 %                        
 
1   Owner of record and beneficially.

F-5


 

                                                 
    Class A     Class B     Class C     Class R     Class Y     Institutional  
    Shares     Shares     Shares     Shares     Shares     Class Shares  
    Percentage     Percentage     Percentage     Percentage     Percentage     Percentage  
    Owned of     Owned of     Owned of     Owned of     Owned of     Owned of  
Names and Address of Principal Holder   Record     Record     Record     Record     Record     Record  
Kristi L. Zimmerman
New Boston, NH 03070-5104
                      7.53 %            
 
                                               
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, 3 rd Floor
Jersey City, NJ 07495
                                     
 
                                               
Pershing LLC
1 Pershing Plaza
Jersey City, NJ 07399-0001
    14.87 %           34.91 %                  
 
                                               
Raymond James
Omnibus For Mutal Funds
Attn: Courtney Waller
880 Carillon Pkwy
St. Petersburg, FL 33716-1102
    8.56 %           5.39 %                  
 
                                               
Strategic Horizon Inc.
401(K) Plan
Young S. NG Trustee
20955 Pathfinder Road, Ste 100
Diamond Bar, CA 91765-4029
                      8.00 %            
Management Ownership
     As of September 2, 2011, the trustees and officers as a group owned less than 1% of the shares outstanding of each class of the Funds, except the trustees and officers as a group owned 1.02% of the outstanding Class Y shares of Invesco Pacific Growth Fund.

F-6


 

APPENDIX G
MANAGEMENT FEES
     Information for periods prior to June 1, 2010 is that of the predecessor funds. Information for periods after June 1, 2010 is that of the Funds.
     For the fiscal year ended 2011, (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name), the management fees payable by each Fund, the amounts waived by the Adviser and the net fees paid by each Fund were as follows:
                         
    2011  
    Management     Management     Net Management  
Fund Name   Fee Payable     Fee Waivers     Fee Paid  
Invesco Global Advantage Fund (5/31)
  $ 739,786     $ (7,111 )   $ 732,675  
     For the fiscal years ended in 2008, 2009 and 2010, (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name), the predecessor funds and the Funds accrued compensation under their investment advisory agreement as follows:
                         
    Compensation Accrued for the
    Fiscal Year ended
Fund Name   2008   2009   2010
Invesco Commodities Strategy Fund (7/31)
  $121,568 1   $ 341,422     $ 374,473  
Invesco Global Advantage Fund (5/31)
    1,389,994       795,736       751,740  
Invesco Pacific Growth Fund (10/31)
    1,591,268       948,906       1,120,093  
     For the fiscal years ended in 2008, 2009, and 2010, (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name), advisory fees paid by the predecessor funds were reduced by the following amounts, relating to each predecessor fund’s short-term cash investments in the predecessor funds’ affiliated money market fund:
                         
    Reduction of Advisory Fee Paid for the  
    Fiscal Year ended  
Fund Name   2008     2009     2010  
Invesco Global Advantage Fund (5/31)
  $ 6,660     $ 3,334     $ 2,944  
Invesco Pacific Growth Fund (10/31)
    4,746       1,523       975  
     The following table shows for the predecessor funds and the Funds, the advisory fee paid for each 2008, 2009 and 2010 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name):
                         
    Advisory Fee Paid ($000) for the Fiscal Year ended  
Fund Name   2008     2009     2010  
Invesco Van Kampen Global Tactical Asset Allocation Fund (10/31)
  $     $0 (net of fee waivers)   $0 (net of fee waivers)
 
1   Represents compensation accrued for the period April 30, 2008 (commencement of operations) through July 31, 2008.

G-1


 

     The following table shows for the predecessor funds and the Funds the advisory fees waived for 2008, 2009 and 2010, (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name):
                     
    Advisory Fee Waived ($000) for the Fiscal Year ended
Fund Name   2008   2009   2010
Invesco Van Kampen Global Tactical Asset Allocation Fund (10/31)
  $—   $ 141     $ 209  

G-2


 

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 the date indicated in parentheses adjacent to the Fund name:
                                                         
    Dollar
Range of
Investments
    Other Registered
Investment
Companies
Managed
(assets in millions)
    Other Pooled
Investment
Vehicles
Managed
(assets in millions)
    Other
Accounts
Managed
(assets in millions)
 
Portfolio Manager   in Each
Fund
1
    Number of
Accounts
    Assets     Number of
Accounts
    Assets     Number of
Accounts
    Assets  
Invesco Commodities Strategy Fund (July 31, 2010)
Mark Ahnrud
  None     32     $ 4,294.2       6     $ 1,680.2       102     $ 678.9 2
 
                                                       
Chris Devine
  None     32     $ 4,294.2       6     $ 1,680.2       10 2   $ 678.9 2
 
                                                       
Scott Hixon
  None     32     $ 4,294.2       6     $ 1,680.2       10 2   $ 678.9 2
 
                                                       
Christian Ulrich
  None     32     $ 4,294.2       6     $ 1,680.2       10 2   $ 678.9 2
 
                                                       
Scott Wolle
  None     32     $ 4,294.2       6     $ 1,680.2       10 2   $ 678.9 2
 
                                                       
Invesco Global Advantage Fund (May 31, 2011)
 
                                                       
Ryan Amerman
  None     2     $ 264.3       3     $ 153.1     None   None
 
                                                       
Matthew Dennis
  None     15     $ 11,930.9       7     $ 309.7       5,692 3   $ 2,337.5 3
 
                                                       
Mark Jason 4
  None     2     $ 3,342.4     None   None   None   None
 
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 1 fund that pays performance-based fees with $282.5 M in total assets under management.
 
3   These are accounts of individual investors for which Invesco provides investment advice. Invesco offers separately managed accounts that are managed according to the investment models developed by its portfolio managers and used in connection with the management of certain Invesco Funds. These accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models.
 
4   Mr. Jason began serving as portfolio managers of Invesco Global Advantage Fund on August 31, 2011. Information for Mr. Jason has been provided as of July 31, 2011.

H-1


 

                                                         
    Dollar
Range of
Investments
    Other Registered
Investment
Companies
Managed
(assets in millions)
    Other Pooled
Investment
Vehicles
Managed
(assets in millions)
    Other
Accounts
Managed
(assets in millions)
 
Portfolio Manager   in Each
Fund
1
    Number of
Accounts
    Assets     Number of
Accounts
    Assets     Number of
Accounts
    Assets  
Invesco Pacific Growth Fund (October 31, 2010)
 
Paul Chan
  None   None   None     23     $ 3431.47       52 5   $ 2,002.63 5
 
                                                       
Daiji Ozawa
  None   None   None     7     $ 863.76       6     $ 4,875.2  
 
                                                       
Kunihiko Sugio
  None   None   None     7     $ 863.76       6     $ 4,875.2  
 
                                                       
Invesco Van Kampen Global Tactical Asset Allocation Fund (October 31, 2010)
 
 
                                                       
Mark Ahnrud
  None     32     $ 4,377.8       6     $ 1,680.2       10 2   $ 678.9 2
 
                                                       
Chris Devine
  None     32     $ 4,377.8       6     $ 1,680.2       10 2   $ 678.9 2
 
                                                       
Scott Hixon
  None     32     $ 4,377.8       6     $ 1,680.2       10 2   $ 678.9 2
 
                                                       
Bernhard Langer
  None     32     $ 4,377.8       6     $ 1,680.2       10 2   $ 678.9 2
 
                                                       
Christian Ulrich
  None     32     $ 4,377.8       6     $ 1,680.2       10 2   $ 678.9 2
 
                                                       
Scott Wolle
  None     32     $ 4,377.8       6     $ 1,680.2       10 2   $ 678.9 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 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
 
5   This amount includes 1 fund that pays performance-based fees with $20.3 M in total assets under management.

H-2


 

    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.
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 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 6
Invesco 7,8
Invesco Australia
Invesco Deutschland
  One-, Three- and Five-year performance against Fund peer group.
 
   
Invesco Senior Secured
  N/A
 
   
Invesco Canada 7
  One-year performance against Fund peer group.
 
  Three- and Five-year performance against entire universe of Canadian funds.
 
   
Invesco Hong Kong 7
Invesco Asset Management
  One-, Three- and Five-year performance against Fund peer group.
 
   
Invesco Japan 9
  One-, Three- and Five-year performance against the appropriate Micropol benchmark.
 
6   Rolling time periods based on calendar year-end.
 
7   Portfolio Managers may be granted a short-term award that vests on a pro-rata basis over a four year period and final payments are based on the performance of eligible Funds selected by the portfolio manager at the time the award is granted.
 
8   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.

H-3


 

     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.
     Portfolio managers also participate in benefit plans and programs available generally to all employees.
 
9   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-4


 

APPENDIX I
ADMINISTRATIVE SERVICES FEES
     Information for periods prior to June 1, 2010 is that of the predecessor funds. Information for periods after June 1, 2010 is that of the Funds.
     The Funds paid the Adivser the following amounts for administrative services for the fiscal year ended 2011 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name):
         
Fund   2011  
Invesco Global Advantage Fund (5/31)
  $ 50,000  
     For the fiscal years ended in 2008, 2009 and 2010 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name), each predecessor fund and the Funds accrued compensation under its administration agreement as follows:
                         
    Compensation Accrued for the  
    Fiscal Year ended  
Fund Name   2008     2009     2010  
Invesco Commodities Strategy Fund (7/31)
  $ 12,157 1   $ 34,142     $ 61,102  
Invesco Global Advantage Fund (5/31)
    195,087       111,682       105,508  
Invesco Pacific Growth Fund (10/31)
    146,323       87,256       185,266  
     The predecessor fund of Invesco Van Kampen Global Tactical Asset Allocation Fund (the Van Kampen predecessor fund) entered into other agreements described below:
Accounting Services Agreement
     The Van Kampen predecessor fund entered into an accounting services agreement pursuant to which the adviser provided accounting services to the Van Kampen predecessor fund supplementary to those provided by the custodian. Such services were expected to enable the Van Kampen predecessor fund to more closely monitor and maintain their accounts and records. The Van Kampen predecessor fund paid all costs and expenses related to such services, including all salary and related benefits of accounting personnel, as well as the overhead and expenses of office space and the equipment necessary to render such services. The Van Kampen predecessor fund shared together with the other Van Kampen fund in the cost of providing such services with 25% of such costs shared proportionately based on the respective number of classes of securities issued per fund and the remaining 75% of such costs based proportionately on their respective net assets per fund.
Legal Services Agreement
     The Van Kampen predecessor fund entered into legal services agreements pursuant to which Van Kampen Investments provided legal services, including without limitation: accurate maintenance of such fund’s minute books and records, preparation and oversight of such fund’s regulatory reports, and other information provided to shareholders, as well as responding to day-to-day legal issues on behalf of the predecessor funds. Payment by the fund for such services was made on a cost basis for the salary
 
1   Represents compensation accrued for the period April 30, 2008 (commencement of operations) through July 31, 2008.

I-1


 

and salary-related benefits, including but not limited to bonuses, group insurance and other regular wages for the employment of personnel. Other funds distributed by the Van Kampen predecessor fund distributor also received legal services from Van Kampen Investments. Of the total costs for legal services provided to the Van Kampen predecessor fund distributed by the Van Kampen predecessor funds distributor, one- half of such costs were allocated equally to each fund and the remaining one-half of such costs were allocated among funds based on the type of fund and the relative net assets of the fund.
Chief Compliance Officer Employment Agreement
     The Van Kampen predecessor fund entered into an employment agreement with John Sullivan and Morgan Stanley pursuant to which Mr. Sullivan, an employee of Morgan Stanley, served as Chief Compliance Officer of the Van Kampen predecessor fund and other Van Kampen funds. The Van Kampen predecessor funds’ Chief Compliance Officer and his staff were responsible for administering the compliance policies and procedures of the Van Kampen predecessor fund and other Van Kampen funds. The Van Kampen predecessor fund reimbursed Morgan Stanley for the costs and expenses of such services, including compensation and benefits, insurance, occupancy and equipment, information processing and communication, office services, conferences and travel, postage and shipping. The Van Kampen predecessor fund shared together with other Van Kampen funds in the cost of providing such services with 25% of such costs shared proportionately based on the respective number of classes of securities issued per fund and the remaining 75% of such costs based proportionately on the respective net assets per fund.
Portfolio Payments Pursuant to these Agreements
     Pursuant to these agreements, for the fiscal years ended in 2008, 2009 and 2010 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name), the predecessor funds’ and the Funds’ adviser or its affiliates received from each of the predecessor funds and the Funds the following approximate amounts:
                         
    Fiscal Year ended  
Fund Name   2008     2009     2010  
Invesco Van Kampen Global Tactical Asset Allocation Fund (10/31)
          39,600       44,765  

I-2


 

APPENDIX J
BROKERAGE COMMISSIONS
     Information for periods prior to June 1, 2010 is that of the predecessor funds. Information for periods after June 1, 2010 is that of the Funds.
     For the fiscal years ended in 2008, 2009, 2010 and 2011 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name), the predecessor funds and the Funds paid brokerage commissions as follows:
                                 
    Fiscal Year ended  
Fund Name   2008     2009     2010     2011  
Invesco Commodities Strategy Fund (7/31)
  $ 0 1   $ 0     $ 2,248       N/A  
 
                               
Invesco Global Advantage Fund (5/31) 1
    185,327       195,589       72,859     $ 171,160  
 
                               
Invesco Pacific Growth Fund (10/31)
    417,925       153,779       302,728       N/A  
 
                               
Invesco Van Kampen Global Tactical Asset Allocation Fund (10/31)
          9,615       21,691       N/A  
 
1   The variation in brokerage commissions paid by Inveco Global Advantage Fund for the fiscal year ended 2011 as compared to the fiscal year ended 2010 was due to portfolio turnover.
     The predecessor funds of Invesco Commodities Strategy Fund and Invesco Pacific Growth Fund, pursuant to an order issued by the SEC, were permitted to engage in principal transactions involving money market instruments, subject to certain conditions, with Morgan Stanley & Co., a broker-dealer affiliated with the predecessor fund’s investment adviser.
     During the fiscal years ended in 2008 2 , 2009 and 2010, the predecessor funds of Invesco Commodities Strategy Fund, Invesco Global Advantage Fund, and Invesco Pacific Growth Fund did not effect any principal transactions with Morgan Stanley & Co.
     Brokerage transactions in securities listed on exchanges or admitted to unlisted trading privileges could have been effected through Morgan Stanley & Co., China International Capital Corp. Limited, Citigroup, Inc. and other brokers and dealers affiliated with the predecessor funds’ investment advisers. In order for an affiliated broker or dealer to effect any portfolio transaction on an exchange for the predecessor funds, the commissions, fees or other remuneration received by the affiliated broker or dealer must have been reasonable and fair compared to the commission, fees or other remuneration paid to other brokers in connection with comparable transactions involving similar securities being purchased or sold on an exchange during a comparable period of time. This standard would allow the affiliated broker or dealer to receive no more than the remuneration which would be expected to be received by an unaffiliated broker in a commensurate arms-length transaction. Furthermore, the predecessor fund trustees, including the independent trustees, adopted procedures which they believed were reasonably designed to provide that any commissions, fees or other remuneration paid to an affiliated broker or dealer were consistent with the foregoing standard. A predecessor fund did not reduce the management fee it paid to the investment adviser by any amount of the brokerage commissions it may have paid to an affiliated broker or dealer.
     During the fiscal years ended in 2008, 2009 and 2010 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name), the predecessor funds of the following Funds paid brokerage commissions to Morgan Stanley & Co. as follows:
 
1   Represents brokerage commissions paid for the period April 30, 2008 (commencement of operations) through July 31, 2008.
 
2   During the period April 30, 2008 (commencement of operations ) through July 31, 2008 for the predecessor fund of Invesco Commodities Strategy Fund.

J-1


 

                         
    Brokerage commissions paid to Morgan
Stanley & Co. for fiscal year ended
 
Fund Name   2008     2009     2010  
Invesco Global Advantage Fund (5/31)
  $ 10,843     $ 13,976       N/A  
     For the fiscal year ended in 2010 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name), the predecessor funds and the Funds paid brokerage commissions to Morgan Stanley & Co. as follows:
                         
    Brokerage
Commissions
paid to Morgan
Stanley & Co. for
    Percentage of
aggregate brokerage
commissions for
    Percentage of
aggregate
dollar amount
of executed
trades on
which brokerage
commissions
were paid for
 
Fund Name   fiscal year     fiscal year     fiscal year  
Invesco Global Advantage Fund (5/31/10)
  $ 10,836       14.87 %     13.77 %
     During the fiscal years ended October 31, 2007 and 2008, the predecessor fund of Invesco Pacific Growth Fund paid brokerage commissions to China International Capital Corp. Limited as follows:
                 
    Brokerage commissions paid
to China International Capital Corp.
Limited for fiscal year ended
 
Fund Name   10/31/07     10/31/08  
Invesco Pacific Growth Fund
  $ 1,894     $ 4,698  
     For the fiscal year ended October 31, 2009, the predecessor fund of Invesco Pacific Growth Fund paid brokerage commissions to China International Capital Corp. Limited as follows:
                         
                    Percentage of  
    Brokerage             aggregate dollar  
    Commissions paid to             amount of executed  
    China International     Percentage of     trades on which  
    Capital Corp.     aggregate brokerage     brokerage  
    Limited for fiscal     commissions for     commissions were  
    year ended     fiscal year ended     paid for fiscal  
Fund Name   10/31/09     10/31/09     year ended 10/31/09  
Invesco Pacific Growth Fund
  $ 202       0.13 %     0.11 %
     During the fiscal years ended October 31, 2008, 2009 and 2010, the predecessor fund of Invesco Pacific Growth Fund paid brokerage commissions to Morgan Stanley & Co. Asia Limited as follows:
                         
    Brokerage commissions paid to
Morgan Stanley & Co. Asia
Limited for fiscal year ended
 
Fund Name   10/31/08     10/31/09     10/31/10  
Invesco Pacific Growth Fund
  $ 31,983     $ 0     $ 0  
     During the fiscal years ended October 31, 2008, 2009 and 2010, the predecessor fund of Invesco Pacific Growth Fund paid brokerage commissions to Morgan Stanley & Co. Japan Securities as follows:

J-2


 

                         
    Brokerage commissions paid to Morgan Stanley & Co.
Japan Securities for fiscal year ended
 
Fund Name   10/31/08     10/31/09     10/31/10  
Invesco Pacific Growth Fund
  $ 266     $ 0     $ 0  
     During the period June 1, 2009 to October 31, 2009, the predecessor fund of Invesco Pacific Growth Fund paid brokerage commissions to Citigroup, Inc. as follows:
                         
                    Percentage  
                    of aggregate  
    Brokerage     Percentage     dollar amount of  
    Commissions     of aggregate     executed trades on  
    paid to     brokerage     which brokerage  
    Citigroup, Inc.     commissions     commissions were  
    for the period ended     for the period     paid for the period  
    06/01/09 to     ended 06/01/09 to     ended 06/01/09 to  
    the end of     the end of     the end of  
Fund Name   fiscal year     fiscal year     fiscal year  
Invesco Global Advantage Fund (05/31/10)
  $ 2,236       3.07 %     5.04 %
Invesco Pacific Growth Fund (10/31/09)
  $ 2,062       1.34 %     0.55 %

J-3


 

APPENDIX K
DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF
SECURITIES OF REGULAR BROKERS OR DEALERS
     Information for periods prior to June 1, 2010 is that of the predecessor funds. Information for periods after June 1, 2010 is that of the Funds.
Directed Brokerage
     For the fiscal years ended in 2010 or 2011 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name), the predecessor funds and the Funds paid brokerage commissions to brokers in connection with transactions because of research services provided as follows:
                                 
                     
    Related Brokerage
Commissions for fiscal
year ended
    Transactions for
fiscal year ended
 
Fund Name   2010     2011     2010     2011  
Invesco Commodities Strategy Fund (07/31)
  $ 0       N/A     $ 0       N/A  
Invesco Global Advantage Fund (5/31)
    0     $ 128,052       0     $ 88,962,335  
Invesco Pacific Growth Fund (10/31)
    0       N/A       53,782,864       N/A  
Invesco Van Kampen Global Tactical Asset Allocation Fund (10/31)
    N/A       N/A       N/A       N/A  
Regular Broker-Dealers
     During the fiscal year ended May 31, 2011, Invesco Global Advantage Fund did not purchase securities of its “regular” broker or dealers.
     During the fiscal year ended in October 31, 2010, the predecessor funds and the Funds purchased securities issued by the following issuers which were among the ten brokers or ten dealers that executed transactions for or with the predecessor funds in the largest dollar amounts during the year:
     
Name of Portfolio   Issuer
Invesco Van Kampen Global Tactical Asset Allocation Fund
  Goldman Sachs Group, Inc.
     At October 31, 2010, the predececssor funds and the Funds held securities issued by such brokers or dealers with the following market values:
         
    Market Value  
Fund/Issuer   (as of October 31, 2010)  
Invesco Van Kampen Global Tactical Asset Allocation Fund Goldman Sachs Group, Inc.
  $ 96,570  

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 A2, 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 Asia Pacific Growth Fund
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy 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 Capital Development Fund
Invesco Charter Fund
Invesco China Fund
Invesco Commodities Strategy Fund
Invesco Constellation Fund
Invesco Convertible Securities Fund
Invesco Developing Markets Fund
Invesco Diversified Dividend Fund
Invesco Dynamics Fund
Invesco Emerging Markets Equity Fund
Invesco Endeavor Fund
Invesco Energy Fund
Invesco Equally-Weighted S&P 500 Fund
Invesco European Growth Fund
Invesco European Small Company Fund
Invesco Global Advantage Fund
Invesco Global Core Equity Fund
Invesco Global Equity Fund
Invesco Global Growth Fund
Invesco Global Health Care Fund
Invesco Global Real Estate Fund
Invesco Global Real Estate Income Fund
Invesco Global Small & Mid Cap Growth Fund
Invesco Gold & Precious Metals Fund
Invesco Growth Allocation Fund
Invesco Income Allocation Fund
Invesco International Allocation Fund
Invesco International Core Equity Fund
Invesco International Growth Fund
Invesco International Small Company Fund
Invesco Leisure Fund
Invesco Mid Cap Core Equity Fund
Invesco Mid-Cap Value Fund
Invesco Moderate Allocation Fund
Invesco Moderately Conservative Allocation Fund
Invesco Pacific Growth Fund
Invesco Real Estate Fund
Invesco S&P 500 Index Fund
Invesco Small Cap Equity Fund
Invesco Small Cap Growth Fund
Invesco Small Companies Fund
Invesco Structured Core Fund
Invesco Summit Fund
Invesco Technology Fund
Invesco Technology Sector Fund
Invesco U.S. Mid Cap Value Fund
Invesco Utilities Fund
Invesco Value Fund
Invesco Van Kampen American Franchise Fund
Invesco Van Kampen American Value Fund
Invesco Van Kampen Comstock Fund
Invesco Van Kampen Equity and Income Fund
Invesco Van Kampen Global Tactical Asset Allocation Fund
Invesco Van Kampen Growth and Income Fund
Invesco Van Kampen Leaders Fund
Invesco Van Kampen Mid Cap Growth Fund
Invesco Van Kampen Small Cap Growth Fund
Invesco Van Kampen Small Cap Value Fund
Invesco Van Kampen Value Opportunities Fund
                         
                    Dealer  
    Investor’s Sales Charge     Concession  
    As a Percentage of     As a Percentage of     As a Percentage of  
Amount of Investment in   the Public Offering     the Net Amount     the Net Amount  
Single Transaction   Price     Invested     Invested  
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 Plus Bond Fund

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Invesco Emerging Market Local Currency Debt Fund
Invesco High Yield Securities Fund
Invesco International Total Return Fund
Invesco U.S. Government Fund
Invesco Van Kampen Corporate Bond Fund
Invesco Van Kampen High Yield Municipal 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 Municipal Bond Fund
                         
                    Dealer  
    Investor’s Sales Charge     Concession  
    As a Percentage of     As a Percentage of     As a Percentage of  
Amount of Investment in   the Public Offering     the Net Amount     the Net Amount  
Single Transaction   Price     Invested     Invested  
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  
Category III Funds
Invesco Limited Maturity Treasury Fund (Class A2 shares)
Invesco Tax-Free Intermediate Fund (Class A2 shares)
                         
                    Dealer  
    Investor’s Sales Charge     Concession  
    As a Percentage of     As a Percentage of     As a Percentage of  
Amount of Investment in   the Public Offering     the Net Amount     the Net Amount  
Single Transaction   Price     Invested     Invested  
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

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Invesco Floating Rate Fund
Invesco Limited Maturity Treasury Fund (Class A shares)
Invesco Short Term Bond Fund
Invesco Tax-Free Intermediate Fund (Class A shares)
                         
                    Dealer  
    Investor’s Sales Charge     Concession  
    As a Percentage of     As a Percentage of     As a Percentage of  
Amount of Investment in   the Public Offering     the Net Amount     the Net Amount  
Single Transaction   Price     Invested     Invested  
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, 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

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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.
     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;

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    “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
    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

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      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.
 
    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 generally will have to pay the increased amount of sales charge.

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  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 generally 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.
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.

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     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 may 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.
     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);

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    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;
 
  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;
 
  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;

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  j.   Shareholders of record of Class B shares of Invesco Global Dividend Growth Securities Fund on May 20, 2011, who have continuously owned shares and who purchase additional Class A shares of Invesco Global Core Equity Fund, respectively; and
 
  k.   Shareholders of record of Class B shares of Invesco Van Kampen Global Equity Allocation Fund on May 20, 2011, who have continuously owned shares and who purchase additional Class A shares of Invesco Global Core Equity Fund, respectively.
    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;
 
    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

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      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 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-

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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.
     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.

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Certain Financial Advisers that Receive One or More Types of Payments
1st Global Capital Corporation
1 st Partners, Inc.
401k Exchange, Inc.
401k Producer Services
A G Edwards & Sons, Inc.
ADP Broker Dealer, Inc.AIG Retirement
Advantage Capital Corporation
Advest Inc.
Allianz Life
Allstate
American Portfolios Financial Services Inc.
American Skandia Life Assurance Corporation
American United Life Insurance Company
Ameriprise APS Financial Corporation
Ascensus
Associated Securities Corporation
AXA Advisors, LLC
The Bank of New York
Bank of America
Bank of Oklahoma
BCG Securities
Bear Stearns Securities Corp.
Benefit Plans, Inc.
BOSC, Inc.
Branch Banking & Trust Company
Brinker Capital
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 & Company, Inc.
Chase Insurance Life Annuity
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.
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
First Clearing Corp.
First Command Financial Planning, Inc.
First Financial Equity Corp.
First Southwest Company
Frost Brokerage Services, Inc.
Frost National Bank
FSC Securities Corporation
Fund Services Advisors, Inc.
Gardner Michael Capital, Inc.
GE Capital Life Insurance Company of New York
GE Life & Annuity Company
Genworth
Genworth Financial Securities Corp.
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
J.M. Lummis Securities
JP Morgan
Kanaly Trust Company
Kemper
LaSalle Bank, N.A.
Lincoln Financial
Lincoln Investment Planning
Loop Capital Markets, LLC
LPL Financial Corp.
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 Insurance Co.
Money Concepts
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 Services Corporation
National Planning Corporation
National Planning Holdings
National Retirement Partners Inc.
Nationwide
New York Life
Next Financial Group, Inc.
NFP Securities Inc.
NRP Financial

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Northeast Securities, Inc.
Northwestern Mutual Investment Services
OneAmerica Financial Partners Inc.
Oppenheimer & Company, Inc.
Oppenheimer Securities
Oppenheimer Trust Company
Pacific Life
Penn Mutual Life
Penson Financial Services
Pershing LLC
PFS Investments, Inc.
Phoenix Life Insurance Company
Piper Jaffray
PJ Robb
Plains Capital Bank
Plan Administrators
Planco
PNC Bank, N.A.
PNC Capital Markets LLC
PNC Investments, LLC
Primevest Financial Services, Inc.
Princeton Retirement Group, Inc.
Principal Financial
Proequities, Inc.
Prudential
R B C Dain Rauscher, Inc.
RBC Wealth Management
Raymond James
Ridge Clearing
Robert W. Baird & Co.
Ross Sinclair & Associates LLC
Royal Alliance Associates
Riversource (Ameriprise)
RSBCO
S I I Investments, Inc.
SagePoint Financial, Inc.
Salomon Smith Barney
Sanders Morris Harris
SCF Securities, Inc.
Scott & Stringfellow, Inc.
Securities America, Inc.
Securian Financial Services, Inc.
Security Distributors, Inc.
Sentra Securities
Signator Investors, Inc.
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
Sterne Agee Financial Services, Inc.
Stifel Nicolaus & Company
Summit Brokerage Services, Inc.
Summit Equities, Inc.
SunAmerica Securities, Inc.
SunGard
Sun Life
SunTrust
SunTrust Robinson Humphrey, Inc.
SWS Financial Services, Inc.
Symetra Investment Services Inc.
TD Ameritrade
The (Wilson) William Financial Group
TFS Securities, Inc.
Transamerica Financial Advisors, Inc.
Transamerica Life
Transamerica Capital Inc.
Transamerica Treasury Curve, LLC
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
USB Financial Services, Inc.
US Bank
U.S. Bank, N.A.
UVEST
USI Securities, Inc.
The Vanguard Group
Vanguard Marketing Corp.
V S R Financial Services, Inc.
VALIC Financial Advisors, Inc.
Vining Sparks IBG, LP
Wachovia Capital Markets, LLC
Wachovia
Waddell & Reed, Inc.
Wadsworth Investment Co., Inc.
Wall Street Financial Group, Inc.
Waterstone Financial Group, Inc.
Wells Fargo
Woodbury Financial Services, Inc.
Zions Bank
Purchases of Class B Shares
     New or additional investments in Class B shares are no longer permitted; 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 Short Term Bond Fund unless you exchange shares of another Invesco Fund that are subject to a CDSC into 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 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

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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:
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

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     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.
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 Invesco Money Market Fund, Invesco Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, 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

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irrevocably has approved the liquidation of the Fund, the Board of Trustees has the authority to suspend redemptions of the Fund 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.
     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 Short Term Bond Fund unless you exchange shares of another Invesco Fund that are subject to a CDSC into 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:

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    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 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 Short Term Bond Fund if you received such Class C shares by exchanging Class C shares of 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

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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 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

L-20


 

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.
      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 219078, Kansas City, Missouri 64121-9078. 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 payment on the required settlement date, the intermediary must reimburse the Fund for any overdraft charges incurred.

L-21


 

     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 May 31, 2011, Inveco Global Advantage Fund — Class A shares had a net asset value per share of $12.27. The offering price, assuming an initial sales charge of 5.50%, therefore was $12.98.
     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 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

L-22


 

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 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.

L-23


 

     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 generally will be subject to backup withholding.
     Each Invesco Fund, and other payers, generally must withhold 28% 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);
 
  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.

L-24


 

     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-25


 

APPENDIX M
AMOUNTS PAID PURSUANT TO DISTRIBUTION PLANS
     Information for periods prior to June 1, 2010 is that of the predecessor funds. Information for periods after June 1, 2010 is that of the Funds.
     A list of amounts paid by each class of shares to Invesco Distributors pursuant to the Plans for the fiscal year ended 2011 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name):
                         
Fund   Class A Shares     Class B Shares     Class C Shares  
Invesco Global Advantage Fund (5/31)
  $ 280,193     $ 40,417     $ 132,356  
     For the fiscal year ended in 2010 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name), shares of the predecessor funds and the Funds accrued amounts payable under the predecessor funds’ distribution plan as follows:
         
    Compensation accrued for the  
    fiscal year ended in 2009 or  
Fund Name   2010, as applicable.  
Invesco Commodities Strategy Fund (7/31/10)
       
Class A
  $ 101,744  
Class B
  $ 63,528  
Class C
  $ 54,278  
Class R
  $ 458  
Invesco Pacific Growth Fund (10/31/10)
       
Class A
  $ 267,694  
Class B
  $ 99,108  
Class C
  $ 58,037  
Class R
  $ 429  
     For the fiscal year ended in 2010 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name), the distributor of the predecessor funds and the Funds received the aggregate fees under the distribution plan as follows:
                                 
            Percentage of              
            Average Daily Net     Commissions &     Servicing and  
Fund Name   Aggregate Fees     Assets     Transaction Fees     Administering Plans  
Invesco Van Kampen Global Tactical Asset Allocation Fund (10/31/10)
                               
Class A
  $ 12,137       0.25 %   $ 0     $ 12,137  
Class B
  $ 12,676       1.01 %   $ 9,507     $ 3,169  
Class C
  $ 42,417       1.00 %   $ 31,813     $ 10,604  
Class R
  $ 564       0.50 %   $ 282     $ 282  
     For the fiscal year ended in 2010 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name), there were unreimbursed distribution-related expenses with respect to the predecessor funds of the following Funds:

M-1


 

         
    Unreimbursed  
    Distribution-Related  
Fund Name   Expenses  
Invesco Commodities Strategy Fund (7/31/10)
       
Class B
  $ 4,537,178  
Class C
  $ 0  
 
       
Invesco Global Advantage Fund (5/31/10)
       
Class A
  $ 315  
Class B
  $ 58,255,978  
Class C
  $ 0  
 
       
Invesco Pacific Growth Fund (10/31/10)
       
Class A
  $ 0  
Class B
  $ 43,090,737  
Class C
  $ 238  
 
       
Invesco Van Kampen Global Tactical Asset Allocation Fund (10/31/10)
       
Class B
  $ 10,150  
Class C
  $ 0  

M-2


 

APPENDIX N
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS
     Information for periods prior to June 1, 2010 is that of the predecesser funds. Information for periods after June 1, 2010 is that of the Funds.
Invesco Commodities Strategy Fund
     For the period August 1, 2009 to May 31, 2010, each class of the predecessor fund of Invesco Commodities Strategy Fund paid 100% of the amounts accrued under its distribution plan with respect to that Class. It is estimated that the distributor spent this amount in approximately the following ways: (i) 0% ($0) — advertising and promotional expenses; (ii) 0% ($0) — printing and mailing of prospectuses for distribution to other than current shareholders; and (iii) 100% ($39,639) — other expenses, including the gross sales credit and the carrying charge, of which 0% ($0) represents carrying charges, 41.40% ($16,411) represents commission credits to Morgan Stanley Smith Barney and Morgan Stanley & Co. branch offices and other selected broker-dealers for payments of commissions to Morgan Stanley authorized financial representatives, and 58.60% ($23,228) represents overhead and other branch office distribution-related expenses. The amounts accrued by Class A and a portion of the amounts accrued by Class C under the distribution plan during the fiscal year ended July 31, 2010 were service fees. The remainder of the amounts accrued by Class C were for expenses, which relate to compensation of sales personnel and associated overhead expenses.
Invesco Pacific Growth Fund
     For the period November 1, 2009 to May 31, 2010, each class of the predecessor fund of Invesco Pacific Growth Fund paid 100% of the amounts accrued under its distribution plan with respect to that Class. It is estimated that the distributor spent this amount in approximately the following ways: (i) 0.00% ($0) — advertising and promotional expenses; (ii) 0.00% ($0) — printing and mailing of prospectuses for distribution to other than current shareholders; and (iii) 100.00% ($384,639) — other expenses, including the gross sales credit and the carrying charge, of which 95.55% ($367,538) represents carrying charges, 1.84% ($7,080) represents commission credits to Morgan Stanley Smith Barney and Morgan Stanley & Co. branch offices and other selected broker-dealers for payments of commissions to the Morgan Stanley authorized financial representatives, and 2.61% ($10,021) represents overhead and other branch office distribution-related expenses. The amounts accrued by Class A and a portion of the amounts accrued by Class C under the distribution plan during the fiscal year ended October 31, 2010 were service fees. The remainder of the amounts accrued by Class C were for expenses, which relate to compensation of sales personnel and associated overhead expenses.

N-1


 

     An estimate by category of the allocation of actual fees paid by Class A shares of the Funds during the period June 1, 2010 through the end of the each Fund’s fiscal year as indicated in parentheses following each Fund’s name:
                                 
                            Invesco Van Kampen  
    Invesco Global     Invesco Commodities     Invesco Pacific     Global Tactical  
    Advantage Fund     Strategy Fund     Growth Fund     Asset Allocation  
Class A   (05/31/11)     (07/31/10)     (10/31/10)     Fund (10/31/10)  
Advertising
  $ 0     $ 0     $ 0     $ 0  
Printing and Mailing
    0       0       0       0  
Seminars
    0       0       0       0  
Underwriters Compensation
    0       0       0       0  
Dealers Compensation
    280,193       31,102       107,945       4,911  
Personnel
    0       0       0       0  
Travel Relating to Marketing
    0       0       0       0  
Annual Report Total
    280,193       31,102       107,945       4,911  
     An estimate by category of the allocation of actual fees paid by Class B shares of the Funds during the period June 1, 2010 through the end of the each Fund’s fiscal year as indicated in parentheses following each Fund’s name:
                                 
                            Invesco Van Kampen  
    Invesco Global     Invesco Commodities     Invesco Pacific     Global Tactical  
    Advantage Fund     Strategy Fund     Growth Fund     Asset Allocation  
Class B   (05/31/11)     (07/31/10)     (10/31/10)     Fund (10/31/10)  
Advertising
  $ 392     $ 24     $ 0     $ 15  
Printing and Mailing
    86       5       0       3  
Seminars
    0       0       0       0  
Underwriters Compensation
    30,313       14,337       26,779       3,955  
Dealers Compensation
    9,626       4,750       8,911       1,304  
Personnel
    0       0       15       0  
Travel Relating to Marketing
    0       0       0       0  
Annual Report Total
    40,417       19,116       35,705       5,277  
     An estimate by category of the allocation of actual fees paid by Class C shares of the Funds during the period June 1, 2010 through the end of the each Fund’s fiscal year as indicated in parentheses following each Fund’s name:
                                 
                            Invesco Van Kampen  
    Invesco Global     Invesco Commodities     Invesco Pacific     Global Tactical  
    Advantage Fund     Strategy Fund     Growth Fund     Asset Allocation  
Class C   (05/31/11)     (07/31/10)     (10/31/10)     Fund (10/31/10)  
Advertising
  $ 0     $ 188       0       569  
Printing and Mailing
    0       41       0       125  
Seminars
    0       0       0       0  
Underwriters Compensation
    6,666       685       1,251       2,082  
Dealers Compensation
    124,529       12,117       22,328       15,754  
Personnel
    1,161       0       208       0  
Travel Relating to Marketing
    0       0       0       0  
Annual Report Total
    132,356       13,031       23,787       18,530  

N-2


 

     An estimate by category of the allocation of actual fees paid by Class R shares of the Funds during the period June 1, 2010 through the end of the each Fund’s fiscal year as indicated in parentheses following each Fund’s name:
                 
            Invesco Van Kampen  
    Invesco     Global Tactical  
    Commodities     Asset Allocation  
    Strategy Fund     Fund  
Class R   (07/31/10)     (10/31/10)  
Advertising
  $ 15     $ 0  
Printing and Mailing
    3       0  
Seminars
    0       0  
Underwriters Compensation
    18       95  
Dealers Compensation
    0       92  
Personnel
    0       48  
Travel Relating to Marketing
    0       0  
Annual Report Total
    36       235  

N-3


 

APPENDIX O
TOTAL SALES CHARGES
     Information for periods prior to June 1, 2010 is that of the predecesser funds. Information for periods after June 1, 2010 is that of the Funds.
     The following chart reflects the total sales charges paid in connection with the sale of Class A shares of each Fund and the amount retained by Invesco Distributors for the fiscal year ended 2011 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name):
                 
    2011  
    Sales Charges     Amount Retained  
Invesco Global Advantage Fund (5/31)
  $ 12,809     $ 1,482  
     The following chart reflects the contingent deferred sales charges paid by Class A, Class B and Class C shareholders and retained by Invesco Distributors for the fiscal periods ended 2011 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name):
         
    2011  
Invesco Global Advantage Fund (5/31)
  $ 5,224  
     The following table describes the total sales charges paid in connection with the sale of shares of the predecessor funds and the Funds for the fiscal years ended in 2008, 2009 and 2010 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name):
                             
Fund Name       2008     2009     2010  
Invesco Commodities Strategy Fund (7/31)
                           
Class A
  Front End   $ 218,101     $ 40,860     $ 23,151  
 
  CDSCs                   $ 3,040  
Class B
  CDSCs   $ 0     $ 0     $ 21,280  
Class C
  CDSCs   $ 2,484     $ 10,776     $ 1,739  
Invesco Global Advantage Fund (5/31)
                           
Class A
  Front End   $ 22,266     $ 4,983     $ 7,479  
 
  CDSCs   $ 136     $ 213     $ 78  
Class B
  CDSCs   $ 29,186     $ 16,974     $ 8,842  
Class C
  CDSCs   $ 120     $ 377     $ 49  
Invesco Pacific Growth (10/31)
                           
Class A
  Front End   $ 35,033     $ 13,202     $ 5,016  
Amount Retained
                      $ 552  
 
  CDSCs   $ 256     $ 197     $ 10  
Class B
  CDSCs   $ 37,698     $ 17,926     $ 2,793  
Class C
  CDSCs   $ 2,056     $ 486     $ 20  
     The following table describes the total underwriting commissions on the sale of shares of each of the predecessor funds and the Funds for the fiscal years ended in 2007, 2008, 2009 and 2010 (the fiscal year end of each Fund is indicated in parentheses following each Fund’s name):

O-1


 

                 
    Total Underwriting     Amounts Retained by  
Fund Name   Commissions     Distributor  
Invesco Van Kampen Global Tactical Asset Allocation Fund (10/31/10)
               
2010
  $ 45,968     $ 7,421  
2009
  $ 62,500     $ 10,000  
2008
    N/A       N/A  

O-2


 

TABLE OF CONTENTS

Table of Contents
Obtaining Additional Information
PART C
Item 28. Exhibits
Item 29. Persons Controlled by or Under Common Control With the Fund
Item 30. Indemnification
Item 31. Business and Other Connections of Investment Advisor
Item 32. Principal Underwriters
Item 33. Location of Accounts and Records
Item 34. Management Services
Item 35. Undertakings
INDEX
PART C
OTHER INFORMATION
Item 28. Exhibits
         
a(1)
  -   (a) Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005. (19)
 
       
 
  -   (b) Amendment No. 1, dated January 9, 2006, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005. (20)
 
       
 
  -   (c) Amendment No. 2, dated May 24, 2006, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005. (23)
 
       
 
  -   (d) Amendment No. 3, dated July 5, 2006, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005. (23)
 
       
 
  -   (e) Amendment No. 4, dated February 28, 2007, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005. (24)
 
       
 
  -   (f) Amendment No. 5, dated May 1, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (27)
 
       
 
  -   (g) Amendment No. 6, dated June 19, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (27)
 
       
 
  -   (h) Amendment No. 7, dated January 22, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (30)
 
       
 
  -   (i) Amendment No. 8, dated April 14, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (30)
 
       
 
  -   (j) Amendment No. 9, dated November 12, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (31)
 
       
 
  -   (k) Amendment No. 10, dated February 12, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (35)
 
       
 
  -   (l) Amendment No. 11, dated April 30, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (36)
 
       
 
  -   (m) Amendment No. 12, dated March 12, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (37)
 
       
 
  -   (n) Amendment No. 13, dated June 15, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (40)
 
       
 
  -   (o) Amendment No. 14, dated June 16, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (40)

C-1


 

         
 
  -   (p) Amendment No. 15, dated July 16, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (40)
 
       
 
  -   (q) Amendment No. 16, dated September 15, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (46)
 
       
 
  -   (r) Amendment No. 17, dated October 14, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (46)
 
       
 
  -   (s) Amendment No. 18, dated January 20, 2011, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (48)
 
       
 
  -   (t) Amendment No. 19, dated April 1, 2011, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005. (51)
 
       
b
  -   (a) Amended and Restated By-Laws of Registrant, adopted effective September 14, 2005. (19)
 
       
 
  -   (b) Amendment to Amended and Restated Bylaws of Registrant, adopted effective August 1, 2006. (23)
 
       
 
  -   (c) Amendment No 2, to Amended and Restated Bylaws of Registrant, adopted effective March 23, 2007. (25)
 
       
 
  -   (d) Amendment No 3, to Amended and Restated Bylaws of Registrant, adopted effective January 1, 2008. (25)
 
       
 
  -   (e) Amendment No 4, to Amended and Restated Bylaws of Registrant, adopted effective April 30, 2010. (39)
 
       
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 By-Laws, as amended, both as previously filed, define rights of holders of shares.
 
       
d (1)
  -   (a) Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (5)
 
       
 
  -   (b) Amendment No. 1, dated September 1, 2001, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (6)
 
       
 
  -   (c) Amendment No. 2, dated December 28, 2001, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (8)
 
       
 
  -   (d) Amendment No. 3, dated July 1, 2002, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (8)

C-2


 

         
 
  -   (e) Amendment No. 4, dated September 23, 2002, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (9)
 
       
 
  -   (f) Amendment No. 5, dated November 1, 2002, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (9)
 
       
 
  -   (g) Amendment No. 6, dated February 28, 2003, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (9)
 
       
 
  -   (h) Amendment No. 7, dated June 23, 2003, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (10)
 
       
 
  -   (i) Amendment No. 8, dated November 3, 2003, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (12)
 
       
 
  -   (j) Amendment No. 9, dated November 24, 2003, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (13)
 
       
 
  -   (k) Amendment No. 10, dated July 18, 2005, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (18)
 
       
 
  -   (l) Amendment No. 11, dated March 31, 2006, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (23)
 
       
 
  -   (m) Amendment No. 12, dated February 28, 2007, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (25)
 
       
 
  -   (n) Amendment No. 13, dated July 1, 2007, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. (25)
 
       
 
  -   (o) Amendment No. 14, dated May 29, 2009, to Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. (30)
 
       
 
  -   (p) Amendment No. 15, dated January 1, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (34)
 
       
 
  -   (q) Amendment No. 16, dated February 12, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (35)
 
       
 
  -   (r) Amendment No. 17, dated April 30, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (39)

C-3


 

         
 
  -   (s) Amendment No. 18, dated June 14, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (39)
 
       
 
  -   (t) Amendment No. 19, dated June 16, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (40)
 
       
 
  -   (u) Amendment No. 20, dated September 15, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (46)
 
       
 
  -   (v) Amendment No. 21, dated November 29, 2010, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (46)
 
       
 
  -   (w) Amendment No. 22, dated May 31, 2011, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc. (53)
 
       
(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 Trimark Investment 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. and AIM Funds Management Inc. (now known as Invesco Trimark, Ltd.). (27)
 
       
 
  -   (b) Amendment No. 1, dated May 29, 2009, to 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.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (34)
 
       
 
  -   (c) Amendment No. 2, dated January 1, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, Inc., successor by merger to 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.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (34)
 
       
 
  -   (d) Amendment No. 3, dated February 12, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, 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 Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (35)

C-4


 

         
 
  -   (e) Amendment No. 4, dated April 30, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, 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 Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (39)
 
       
 
  -   (f) Amendment No. 5, dated June 14, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, 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 Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (40)
 
       
 
  -   (g) Amendment No. 6, dated October 29, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, 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 Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (49)
 
       
 
  -   (h) Amendment No. 7, dated November 29, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, 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 Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (49)
 
       
 
  -   (i) Amendment No. 8, dated May 31, 2011, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, 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 Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (53)
 
       
e (1)
  -   (a) First Restated Master Distribution Agreement (all classes of shares except Class B shares), dated August 18, 2003, and as subsequently amended and as restated September 20, 2006, between Registrant and A I M Distributors, Inc. (23)
 
       
 
  -   (b) Amendment No. 1, dated December 8, 2006, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. (24)
 
       
 
  -   (c) Amendment No. 2, dated January 31, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. (24)
 
       
 
  -   (d) Amendment No. 3, dated February 28, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. (25)
 
       
 
  -   (e) Amendment No. 4, dated March 9, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. (25)

C-5


 

         
 
  -   (f) Amendment No. 5, dated April 23, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. (25)
 
       
 
  -   (g) Amendment No. 6, dated September 28, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. (25)
 
       
 
  -   (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. (25)
 
       
 
  -   (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., formerly A I M Distributors, Inc. (27)
 
       
 
  -   (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. (27)
 
       
 
  -   (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. (27)
 
       
 
  -   (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. (27)
 
       
 
  -   (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. (28)
 
       
 
  -   (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. (30)
 
       
 
  -   (o) Amendment No. 14, dated June 2, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (35)
 
       
 
  -   (p) Amendment No. 15, dated July 14, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (35)
 
       
 
  -   (q) Amendment No. 16, dated September 25, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (35)
 
       
 
  -   (r) Amendment No. 17, dated November 4, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares). (35)

C-6


 

         
 
  -   (s) Amendment No. 18, dated February 1, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares). (35)
 
       
 
  -   (t) Amendment No. 19, dated February 12, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (35)
 
       
 
  -   (u) Amendment No. 20, dated February 12, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (35)
 
       
 
  -   (v) Amendment No. 21, dated April 30, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (39)
 
       
 
  -   (w) Amendment No. 22, dated June 14, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (40)
 
       
 
  -   (x) Amendment No. 23, dated October 29, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (46)
 
       
 
  -   (y) Amendment No. 24, dated November 29, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (47)
 
       
 
  -   (z) Amendment No. 25, dated December 22, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (48)
 
       
 
  -   (aa) Amendment No. 26, dated May 23, 2011, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (53)
 
       
 
  -   (bb) Amendment No. 27, dated May 31, 2011, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (53)
 
       
 
  -   (cc) Amendment No. 28, dated June 6, 2011, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares). (53)
 
       
(2)
  -   (a) Second Restated Master Distribution Agreement (Class B and Class B5) dated August 18, 2003, as subsequently amended and restated September 20, 2006, and May 4, 2010 between Registrant and Invesco Distributors, Inc. (39)
 
       
 
  -   (b) Amendment No. 1, dated June 1, 2010, to the Second Restated Master Distribution Agreement (Class B and B5 shares). (41)
 
       
 
  -   (c) Amendment No. 2, dated June 14, 2010, to the Second Restated Master Distribution Agreement (Class B and B5 shares). (41)

C-7


 

         
 
  -   (d) Amendment No. 3, dated October 29, 2010, to the Second Restated Master Distribution Agreement (Class B and B5 shares). (46)
 
       
 
  -   (e) Amendment No. 4, dated November 29, 2010, to the Second Restated Master Distribution Agreement (Class B and B5 shares). (47)
 
       
(3)
  -   Form of Selected Dealer Agreement between Invesco Aim Distributors, Inc. and selected dealers. (28)
 
       
(4)
  -   Form of Bank Selling Group Agreement between Invesco Aim Distributors, Inc. and banks. (28)
 
       
f (1)
  -   Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as approved by the Board of Directors/Trustees on December 31, 2010. (53)
 
       
(2)
  -   Form of Invesco Funds Trustee Deferred Compensation Agreement as approved by the Board of Directors/Trustees on December 31, 2010. (53)
 
       
g
  -   Amended and Restated Master Custodian Contract, dated June 1, 2010, between Registrant and State Street Bank and Trust Company. (40)
 
       
(2)
  -   Subcustodian Agreement, dated January 20, 1993, between State Street Bank and Trust Company and The Bank of New York. (7)
 
       
h (1)
  -   (a) Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (42)
 
       
 
  -   (b) Amendment No. 1, dated March 16, 2011, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (51)
 
       
 
  -   (c) Amendment No. 2, dated July 1, 2011, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc. (53)
 
       
(2)
  -   (a) Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and A I M Advisors, Inc. (23)
 
       
 
  -   (b) Amendment No. 1, dated February 28, 2007, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and A I M Advisors, Inc. (25)
 
       
 
  -   (c) Amendment No. 2, dated May 29, 2009, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. (30)
 
       
 
  -   (d) Amendment No. 3, dated January 1, 2010, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (34)
 
       
 
  -   (e) Amendment No. 4, dated February 12, 2010, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc. (35)

C-8


 

         
 
  -   (f) Amendment No. 5, dated April 30, 2010, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (39)
 
       
 
  -   (g) Amendment No. 6, dated June 14, 2010, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (39)
 
       
 
  -   (h) Amendment No. 7, dated October 29, 2010, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (46)
 
       
 
  -   (i) Amendment No. 8, dated November 29, 2010, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (47)
 
       
 
  -   (j) Amendment No. 9, dated May 31, 2011, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc. (53)
 
       
(3)
  -   Sixth Amended and Restated Memorandum of Agreement regarding securities lending waiver, dated July 1, 2010, between Registrant (on behalf of all Funds) and Invesco Advisers, Inc. (41)
 
       
(4)
  -   Memorandum of Agreement, regarding expense limitations, dated July 18, 2011, between Registrant (on behalf of certain Funds) and Invesco Advisers, Inc. (53)
 
       
(5)
  -   Memorandum of Agreement, regarding advisory fee waivers, dated July 1, 2011, between Registrant (on behalf of certain Funds) and Invesco Advisers, Inc. (53)
 
       
(6)
  -   Fourth Amended and Restated Interfund Loan Agreement dated April 30, 2011, between Registrant and Invesco Advisors, Inc. (51)
 
       
(7)
  -   Expense Reimbursement Agreement, dated June 30, 2003, between Registrant and A I M Fund Services, Inc. (now known as AIM Investment Services, Inc.). (13)
 
       
(8)
      Agreement and Plan of Reorganization, dated April 1, 2011, for Invesco Global Dividend Growth Securities Fund, Invesco Global Fund, Invesco Health Sciences Fund, Invesco Japan Fund, Invesco LIBOR Alpha Fund, Invesco Van Kampen Emerging Markets Fund, Invesco Van Kampen Global Equity Allocation Fund, Invesco Van Kampen Global Franchise Fund, Invesco Van Kampen International Advantage Fund, Invesco Van Kampen International Growth Fund. (53)
 
       
i
  -   Legal Opinions — None
 
       
j (1)
  -   Consent of Stradley Ronon Stevens & Young, LLP (53)
 
       
(2)
  -   Consent of PricewaterhouseCoopers LLP (53)

C-9


 

         
k
  -   Omitted Financial Statements — Not applicable
 
       
l (1)
  -   Agreement Concerning Initial Capitalization of Registrant’s AIM Trimark Endeavor Fund, AIM Trimark Fund and AIM Trimark Small Companies Fund dated November 3, 2003. (12)
 
       
(2)
  -   Agreement Concerning Initial Capitalization of Registrant’s AIM China Fund, AIM Enhanced Short Bond Fund, AIM International Bond Fund and AIM Japan Fund dated March 31, 2006. (23)
 
       
(3)
  -   Agreement Concerning Initial Capitalization of Registrant’s AIM Balanced-Risk Allocation Fund dated May 29, 2009. (30)
 
       
(4)
  -   Initial Capitalization Agreement, dated October 2, 2008, for Class Y shares of AIM Balanced-Risk Allocation Fund, AIM China Fund, AIM Developing Markets Fund, AIM Global Healthcare Fund, AIM International Total Return Fund, AIM Japan Fund, AIM LIBOR Alpha Fund, AIM Trimark Endeavor Fund, AIM Trimark Fund and AIM Trimark Small Companies Fund. (35)
 
       
(5)
  -   Agreement concerning Initial Capital Investment in Portfolios of the Registrant dated June 1, 2010, for Institutional Class Shares of Invesco Alternative Opportunities Fund, Institutional Class Shares of Invesco Commodities Strategy Fund, Institutional Class Shares of Invesco FX Alpha Plus Strategy Fund, Institutional Class Shares of Invesco FX Alpha Strategy Fund, Class B Shares and Class C Shares of Invesco International Growth Equity Fund, Institutional Class Shares of Invesco Van Kampen Emerging Markets Fund, Class Y Shares of Invesco Van Kampen Global Equity Allocation Fund, Institutional Class Shares of Invesco Van Kampen Global Tactical Asset Allocation Fund, Institutional Class Shares of Invesco Van Kampen International Growth Fund (40)
 
       
(6)
  -   Agreement concerning Initial Capital Investment of Registrant’s Invesco Emerging Market Local Currency Debt Fund dated June 11, 2010. (40)
 
       
(7)
      Agreement concerning Initial Capital Investment of Registrant’s Invesco Balanced-Risk Commodity Strategy Fund dated November 26, 2010. (47)
 
       
(8)
  -   Agreement concerning Initial Capital Investment of Registrant’s Invesco Emerging Markets Equity Fund dated May 26, 2011. (53)
 
       
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). (23)
 
       
 
  -   (b) Amendment No. 1, dated January 31, 2007, to the Registrant’s First Restated Master Distribution Plan (Class A shares). (25)
 
       
 
  -   (c) Amendment No. 2, dated February 28, 2007, to the Registrant’s First Restated Master Distribution Plan (Class A shares). (25)
 
       
 
  -   (d) Amendment No. 3, dated March 9, 2007, to the Registrant’s First Restated Master Distribution Plan (Class A shares). (25)
 
       
 
  -   (e) Amendment No. 4, dated April 23, 2007, to the Registrant’s First Restated Master Distribution Plan (Class A shares). (25)

C-10


 

         
 
  -   (f) Amendment No. 5, dated April 30, 2008, to the Registrant’s First Restated Master Distribution Plan (Class A shares). (27)
 
       
 
  -   (g) Amendment No. 6, dated May 1, 2008, to the Registrant’s First Restated Master Distribution Plan (Class A
shares). (27)
 
       
 
  -   (h) Amendment No. 7, dated July 24, 2008, to the Registrant’s First Restated Master Distribution Plan (Class A shares). (27)
 
       
 
  -   (i) Amendment No. 8, dated May 29, 2009, to the Registrant’s First Restated Master Distribution Plan (Class A shares). (30)
 
       
 
  -   (j) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan (Class A shares). (35)
 
       
 
  -   (k) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan (Class A shares). (35)
 
       
 
  -   (l) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan (Class A shares). (35)
 
       
 
  -   (m) Amendment No. 12, dated February 1, 2010, to the First Restated Master Distribution Plan (Class A shares). (35)
 
       
 
  -   (n) Amendment No. 13, dated February 12, 2010, to the First Restated Master Distribution Plan (Class A shares). (35)
 
       
 
  -   (o) Amendment No. 14, dated April 30, 2010, to the First Restated Master Distribution Plan (Class A shares). (39)
 
       
 
  -   (p) Amendment No. 15, dated May 5, 2010, to the First Restated Master Distribution Plan (Class A shares). (39)
 
       
 
  -   (q) Amendment No. 16, dated June 14, 2010, to the First Restated Master Distribution Plan (Class A shares). (39)
 
       
 
  -   (r) Amendment No. 17, dated October 29, 2010, to the First Restated Master Distribution Plan (Class A shares). (47)
 
       
 
  -   (s) Amendment No. 18, dated November 29, 2010, to the First Restated Master Distribution Plan (Class A shares). (47)
 
       
 
  -   (t) Amendment No. 19, dated May 31, 2011, to the First Restated Master Distribution Plan (Class A shares). (53)
 
       
 
  -   (u) Amendment No. 20, dated June 6, 2011, to the First Restated Master Distribution Plan (Class A shares). (53)
 
       
(2)
  -   (a) Plan of Distribution Pursuant to Rule 12b-1, dated February 12, 2010 (Class A, Class B and Class C Shares)(Reimbursement). (39)
 
       
 
  -   (b) Amendment No. 1, dated April 30, 2010, to Plan of Distribution Pursuant to Rule 12b-1 (Class A, Class B and Class C Shares) (Reimbursement). (39)

C-11


 

         
 
  -   (c) Amendment No. 2, dated May 4, 2010, to Plan of Distribution Pursuant to Rule 12b-1(Class A, Class B and Class C Shares) (Reimbursement). (39)
 
       
 
  -   (d) Amendment No. 3, dated October 29, 2010, to Plan of Distribution Pursuant to Rule 12b-1(Class A, Class B and Class C Shares) (Reimbursement). (47)
 
       
(3)
  -   (a) Plan of Distribution dated February 12, 2010, (Class R Shares) (Reimbursement). (39)
 
       
 
  -   (b) Amendment No. 1, dated April 30, 2010, to Plan of Distribution (Class R Shares) (Reimbursement). (39)
 
       
 
  -   (c) Amendment No. 2, dated October 29, 2010, to Plan of Distribution (Class R Shares) (Reimbursement). (47)
 
       
 
  -   (d) Shareholder Service Plan, dated February 12, 2010 (Class R Shares) (Reimbursement). (39)
 
       
 
  -   (e) Amendment No. 1 dated April 30, 2010, to Shareholder Service Plan, dated February 12, 2010 (Class R Shares) (Reimbursement). (43)
 
       
 
  -   (f) Amendment No. 2, dated October 29, 2010, to Shareholder Service Plan (Class R Shares) (Reimbursement). (47)
 
       
(4)
  -   (a) Amended and Restated Plan of Distribution Pursuant to Rule 12b-1, effective February 12, 2010, as amended February 12, 2010 (Class A, A5, B, B5, C, C5, R and R5 Shares)(Reimbursement). (39)
 
       
 
  -   (b) Amendment No. 1, dated April 30, 2010, to Amended and Restated Plan of Distribution Pursuant to Rule 12b-1 (Class A, A5, B, B5, C, C5, R and R5 Shares) (Reimbursement). (39)
 
       
 
  -   (c) Amendment No. 2, dated October 29, 2010, to Amended and Restated Plan of Distribution Pursuant to Rule 12b-1 (Class A, A5, B, B5, C, C5, R and R5 Shares) (Reimbursement). (47)
 
       
 
  -   (d) Service Plan dated February 12, 2010 (Class A, A5, B, B5, C, C5, R and R5 Shares)(Reimbursement). (39)
 
       
 
  -   (e) Amendment 1 to the Service Plan dated April 30, 2010 (Class A, A5, B, B5, C, C5, R and R5 Shares)(Reimbursement). (41)
 
       
 
  -   (f) Amendment 2 to the Service Plan dated October 29, 2010 (Class A, A5, B, B5, C, C5, R and R5 Shares)(Reimbursement). (47)
 
       
(5)
  -   (a) First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature). (23)
 
       
 
  -   (b) Amendment No. 1, dated January 31, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature). (24)
 
       
 
  -   (c) Amendment No. 2, dated February 28, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature). (25)

C-12


 

         
 
  -   (d) Amendment No. 3, dated March 9, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature). (25)
 
       
 
  -   (e) Amendment No. 4, dated April 23, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature). (25)
 
       
 
  -   (f) Amendment No. 5, dated April 30, 2008, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature). (27)
 
       
 
  -   (g) Amendment No. 6, dated May 1, 2008, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature). (27)
 
       
 
  -   (h) Amendment No. 7, dated July 24, 2008, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature). (27)
 
       
 
  -   (i) Amendment No. 8, dated May 29, 2009, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature). (30)
 
       
 
  -   (j) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan (Class B share) (Securitization Feature). (35)
 
       
 
  -   (k) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan (Class B share) (Securitization Feature). (35)
 
       
 
  -   (l) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan (Class B share) (Securitization Feature). (35)
 
       
 
  -   (m) Amendment No. 12, dated February 12, 2010, to the First Restated Master Distribution Plan (Class B share) (Securitization Feature). (35)
 
       
 
  -   (n) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan (Class B share) (Securitization Feature). (39)
 
       
 
  -   (o) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan (Class B share) (Securitization Feature). (39)
 
       
 
  -   (p) Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan (Class B share) (Securitization Feature). (39)
 
       
 
  -   (r) Amendment No. 16, dated October 29, 2010, to the First Restated Master Distribution Plan (Class B share) (Securitization Feature). (47)
 
       
 
  -   (s) Amendment No. 17, dated November 29, 2010, to the First Restated Master Distribution Plan (Class B share) (Securitization Feature). (47)
 
       
(6)
  -   (a) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares). (23)
 
       
 
  -   (b) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (24)
 
       
 
  -   (c) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (25)

C-13


 

         
 
  -   (d) Amendment No. 3, dated March 9, 2007, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (25)
 
       
 
  -   (e) Amendment No. 4, dated April 23, 2007, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (25)
 
       
 
  -   (f) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (27)
 
       
 
  -   (g) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (27)
 
       
 
  -   (h) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. (27)
 
       
 
  -   (i) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan between Registrant (Class C shares) and Invesco Aim Distributors, Inc. formerly known as A I M Distributors, Inc. (30)
 
       
 
  -   (j) Amendment No. 9, dated June 6, 2009, to the First Restated Master Distribution Plan (Class C shares). (35)
 
       
 
  -   (k) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan (Class C shares). (35)
 
       
 
  -   (l) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan (Class C shares). (35)
 
       
 
  -   (m) Amendment No. 12, dated February 12, 2010, to the First Restated Master Distribution Plan (Class C shares). (35)
 
       
 
  -   (n) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan (Class C shares). (39)
 
       
 
  -   (o) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan (Class C shares). (39)
 
       
 
  -   (p) Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan (Class C shares). (39)
 
       
 
  -   (q) Amendment No. 16, dated October 29, 2010, to the First Restated Master Distribution Plan (Class C shares). (47)
 
       
 
  -   (r) Amendment No. 17, dated November 29, 2010, to the First Restated Master Distribution Plan (Class C shares). (47)
 
       
 
  -   (s) Amendment No. 18, dated May 31, 2011, to the First Restated Master Distribution Plan (Class C shares). (53)
 
       
 
  -   (t) Amendment No. 19, dated June 6, 2011, to the First Restated Master Distribution Plan (Class C shares). (53)
 
       
(7)
  -   (a) 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-14


 

         
 
  -   (b) Amendment No. 1, dated January 31, 2007, to the Registrant’s First Restated Master Distribution Plan (Class R shares). (24)
 
       
 
  -   (c) Amendment No. 2, dated February 28, 2007, to the Registrant’s First Restated Master Distribution Plan (Class R shares). (25)
 
       
 
  -   (d) Amendment No. 3, dated April 30, 2008, to the Registrant’s First Restated Master Distribution Plan (Class R shares). (27)
 
       
 
  -   (e) Amendment No. 4, dated May 29, 2009, to the Registrant’s First Restated Master Distribution Plan (Class R shares). (30)
 
       
 
  -   (f) Amendment No. 5, dated June 2, 2009, to the First Restated Master Distribution Plan (Class R shares). (35)
 
       
 
  -   (g) Amendment No. 6, dated July 1, 2009, to the First Restated Master Distribution Plan (Class R shares). (35)
 
       
 
  -   (h) Amendment No. 7, dated November 4, 2009, to the First Restated Master Distribution Plan (Class R shares). (35)
 
       
 
  -   (i) Amendment No. 8, dated April 30, 2010, to the First Restated Master Distribution Plan (Class R shares). (39)
 
       
 
  -   (j) Amendment No. 9, dated June 14, 2010, to the First Restated Master Distribution Plan (Class R shares). (39)
 
       
 
  -   (k) Amendment No. 10, dated October 29, 2010, to the First Restated Master Distribution Plan (Class R shares). (47)
 
       
 
  -   (l) Amendment No. 11, dated November 29, 2010, to the First Restated Master Distribution Plan (Class R shares). (47)
 
       
 
  -   (m) Amendment No. 12, dated May 23, 2011, to the First Restated Master Distribution Plan (Class R shares). (53)
 
       
 
  -   (n) Amendment No. 13, dated May 31, 2011, to the First Restated Master Distribution Plan (Class R shares). (53)
 
       
 
  -   (o) Amendment No. 14, dated June 6, 2011, to the First Restated Master Distribution Plan (Class R shares). (53)
 
       
(8)
  -   (a) First Restated Master Distribution Plan (Compensation) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares). (23)
 
       
 
  -   (b) Amendment No. 1, dated December 20, 2007, to the Registrant’s First Restated Master Distribution Plan (Compensation) (Investor Class shares). (25)
 
       
 
  -   (c) Amendment No. 2, dated April 28, 2008, to the Registrant’s First Restated Master Distribution Plan (Compensation) (Investor Class shares). (27)
 
       
 
  -   (d) Amendment No. 3, dated April 30, 2010, to the Registrant’s First Restated Master Distribution Plan (Compensation) (Investor Class shares). (39)

C-15


 

         
(9)
  -   Master Related Agreement to First Restated Master Distribution Plan (Class A shares). (27)
 
       
(10)
  -   Master Related Agreement to First Restated Master Distribution Plan (Class C shares). (27)
 
       
(11)
  -   Master Related Agreement to Amended and Restated Master Distribution Plan (Class R shares). (27)
 
       
(12)
  -   Master Related Agreement to First Restated Master Distribution Plan (Compensation) (Investor Class). (27)
 
       
   n
  -   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. (37)
 
       
   o
  -   Reserved.
 
       
   p (1)
  -   Invesco Advisers, Inc. Code of Ethics, adopted January 1, 2011, relating to Invesco Advisers, Inc. and any of its subsidiaries. (50)
 
       
(2)
  -   Invesco Asset Management Limited Code of Ethics dated 2011, relating to Invesco UK. (52)
 
       
(3)
  -   Invesco Asset Management (Japan) Limited Code of Ethics on behalf of Invesco Japan Fund. (50)
 
       
(4)
  -   Invesco Staff Ethics and Personal Share Dealing dated May 2010, relating to Invesco Hong Kong Limited. (50)
 
       
(5)
  -   Invesco Ltd. Code of Conduct, revised October 2010, relating to Invesco Trimark Ltd.; Invesco Trimark Ltd., Policy No. D-6 Gifts and Entertainment, revised December 2009, and Policy No. D-7 Invesco Trimark Personal Trading Policy, revised November 2010, together the Code of Ethics relating to Invesco Trimark Ltd. (50)
 
       
(6)
  -   Invesco Asset Management Deutschland (GmbH) Code of Ethics dated 2011 relating to Invesco Continental
Europe. (52)
 
       
(7)
  -   Invesco Ltd. Code of Conduct, revised October 2010, relating to Invesco Australia Limited. (50)
 
       
(8)
  -   Invesco Senior Secured Management Code of Ethics. (50)
 
       
   q (1)
  -   Powers of Attorney for Arch, Baker, Bayley, Bunch, Crockett, Dammeyer, Dowden, Fields, Flanagan, Frischling , Mathai-Davis, Soll, Sonnenschein, Stickel, Taylor and Whalen. (47)

C-16


 

 
(1)   Incorporated herein by reference to PEA No. 55, filed on August 26, 1998.
 
(2)   Incorporated herein by reference to PEA No. 56, filed on December 30, 1998.
 
(3)   Incorporated herein by reference to PEA No. 57, filed on February 22, 1999.
 
(4)   Incorporated herein by reference to PEA No. 58, filed on February 24, 2000.
 
(5)   Incorporated herein by reference to PEA No. 59, filed on February 28, 2001.
 
(6)   Incorporated herein by reference to PEA No. 60, filed on October 15, 2001.
 
(7)   Incorporated herein by reference to PEA No. 61, filed on January 30, 2002.
 
(8)   Incorporated herein by reference to PEA No. 62, filed on August 14, 2002.
 
(9)   Incorporated herein by reference to PEA No. 63, filed on February 20, 2003.
 
(10)   Incorporated herein by reference to PEA No. 64, filed on August 20, 2003.
 
(11)   Incorporated herein by reference to PEA No. 65, filed on October 10, 2003.
 
(12)   Incorporated herein by reference to PEA No. 66, filed on February 25, 2004.
 
(13)   Incorporated herein by reference to PEA No. 67, filed August 31, 2004.
 
(14)   Incorporated herein by reference to PEA No. 70, filed on December 23, 2004.
 
(15)   Incorporated herein by reference to PEA No. 71, filed on February 23, 2005.
 
(16)   Incorporated herein by reference to PEA No. 72, filed on March 1, 2005.
 
(17)   Incorporated herein by reference to PEA No. 73, filed on March 30, 2005.
 
(18)   Incorporated herein by reference to PEA No. 74, filed on August 24, 2005.
 
(19)   Incorporated herein by reference to PEA No. 75, filed on December 15, 2005.
 
(20)   Incorporated herein by reference to PEA No. 76, filed on January 13, 2006.
 
(21)   Incorporated herein by reference to PEA No. 77, filed on February 23, 2006.
 
(22)   Incorporated herein by reference to PEA No. 78, filed on March 24, 2006.
 
(23)   Incorporated herein by reference to PEA No. 79, filed on December 20, 2006.
 
(24)   Incorporated herein by reference to PEA No. 80, filed on February 23, 2007.
 
(25)   Incorporated herein by reference to PEA No. 81, filed on February 8, 2008.
 
(26)   Incorporated herein by reference to PEA No. 82, filed on February 19, 2008.
 
(27)   Incorporated herein by reference to PEA No. 83, filed on September 22, 2008.
 
(28)   Incorporated herein by reference to PEA No. 84, filed on February 25, 2009.
 
(29)   Incorporated herein by reference to PEA No. 85, filed on March 10, 2009.
 
(30)   Incorporated herein by reference to PEA No. 86, filed on May 29, 2009.
 
(31)   Incorporated herein by reference to PEA No. 87, filed on November 25, 2009.
 
(32)   Incorporated herein by reference to PEA No. 88, filed on December 22, 2009.
 
(33)   Incorporated herein by reference to PEA No. 89, filed on February 5, 2010.
 
(34)   Incorporated herein by reference to PEA No. 90, filed on February 12, 2010.
 
(35)   Incorporated herein by reference to PEA No. 92, filed on February 26, 2010.
 
(36)   Incorporated herein by reference to PEA No. 93, filed on March 10, 2010.
 
(37)   Incorporated herein by reference to PEA No. 94, filed on March 24, 2010.
 
(38)   Incorporated herein by reference to PEA No. 95, filed on May 27, 2010.
 
(39)   Incorporated herein by reference to PEA No. 96, filed on June 11, 2010.
 
(40)   Incorporated herein by reference to PEA No. 97, filed on July 16, 2010
 
(41)   Incorporated herein by reference to PEA No. 98, filed on July 26, 2010.
 
(42)   Incorporated herein by reference to PEA No. 99, filed on September 24, 2010
 
(43)   Incorporated herein by reference to PEA No. 101, filed on October 21, 2010
 
(44)   Incorporated herein by reference to PEA No. 102, filed on October 28, 2010
 
(45)   Incorporated herein by reference to PEA No. 104, filed on November 8, 2010
 
(46)   Incorporated herein by reference to PEA No. 105, filed on November 24, 2010
 
(47)   Incorporated herein by reference to PEA No. 106, filed on December 21, 2010
 
(48)   Incorporated herein by reference to PEA No. 108, filed on December 23, 2010.
 
(49)   Incorporated herein by reference to PEA No. 109, filed on February 7, 2011.
 
(50)   Incorporated herein by reference to PEA No. 110, filed on February 24, 2011.
 
(51)   Incorporated herein by reference to PEA No. 112, filed on April 21, 2011.
 
(52)   Incorporated herein by reference to PEA No. 114, filed on May 20, 2011.
 
(53)   Filed herewith electronically.
Item 29. Persons Controlled by or Under Common Control With the Fund

C-17


 

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 28(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 issuers, with a $80,000,000 limit of liability (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 Advisers”) 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 Advisers or any of its officers, directors or employees, that Invesco Advisers 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 Advisers to any series of the Registrant shall not automatically impart liability on the part of Invesco Advisers 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.

C-18


 

Section 9 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Sub-Advisory Contract”) between Invesco Advisers, 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 Invesco Canada 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-Adviser 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.
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, such indemnification by it is against public policy, as expressed in the Act and will be governed by final adjudication of such issue.
Item 31. Business and Other Connections of Investment Advisor
The only employment of a substantial nature of the Adviser’s directors and officers is with Invesco 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 Canada 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-Advisor herein incorporated by reference. Reference is also made to the caption “Fund Management — The Advisor” 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 32(b) of this Part C.

C-19


 

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 Funds Group (Invesco Funds Group)
AIM Growth Series (Invesco Growth Series)
AIM International Mutual Funds (Invesco International Mutual 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)
Invesco Prime Income Trust
Invesco Van Kampen Senior Loan Fund
PowerShares Actively Managed Exchange-Traded Fund Trust
PowerShares Exchange-Traded Fund Trust
PowerShares Exchange-Traded Fund Trust II
PowerShares India Exchange-Traded Fund Trust
Short-Term Investments Trust

C-20


 

(b)   The following table sets forth information with respect to each director, officer or partner of Invesco Distributors, Inc .
         
Name and Principal   Position and Offices with   Positions and Offices with
Business Address*   Underwriter   Registrant
Robert C. Brooks
  Director   None
 
       
John S. Cooper
  Director & President   Assistant Vice President
 
       
Karen Dunn Kelley
  Executive Vice President   Vice President
 
       
Eric P. Johnson
  Executive Vice President   None
 
       
Brian Lee
  Executive Vice President   None
 
       
Ben Utt
  Executive Vice President   None
 
       
Eliot Honaker
  Senior 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
 
       
Greg J. Murphy
  Senior Vice President   None
 
       
David J. Nardecchia
  Senior Vice President   None
 
       
Margaret A. Vinson
  Senior Vice President   None
 
       
Gary K. Wendler
  Senior Vice President   Assistant Vice President
 
       
John M. Zerr
  Senior Vice President & Secretary   Senior Vice President, Secretary and Chief Legal Officer
 
       
Annette Lege
  Treasurer & Chief Financial Officer   None
 
       
Lisa Gray
  Chief Compliance Officer   None
 
       
Lance A. Rejsek
  Anti-Money Laundering Compliance Officer   Anti-Money Laundering Compliance Officer
 
*   11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173
(c)   Not applicable.

C-21


 

Item 33. Location of Accounts and Records
Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, GA 30309, will maintain physical possession of each such account, book or other document of the Registrant at the Registrant’s principal executive offices, 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173, except for those 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., 11 Greenway Plaza, Suite 2500, Houston, Texas 77046-1173.
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 Canada Ltd.
5140 Yonge Street
Suite 900
Toronto, Ontario
Canada M2N 6X7
Item 34. Management Services
None.
Item 35. Undertakings
Not applicable.

C-22


 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and 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 23 rd day of September, 2011.
         
  Registrant: AIM INVESTMENT FUNDS
                      (INVESCO INVESTMENT FUNDS)
 
 
  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
  Trustee & President   September 23, 2011
 
(Philip A. Taylor)
   (Principal Executive Officer)    
 
       
/s/ David C. Arch*
  Trustee   September 23, 2011
 
(David C. Arch)
       
 
       
/s/ Bob R. Baker*
  Trustee   September 23, 2011
 
(Bob R. Baker)
       
 
       
/s/ Frank S. Bayley*
  Trustee   September 23, 2011
 
(Frank S. Bayley)
       
 
       
/s/ James T. Bunch*
  Trustee   September 23, 2011
 
(James T. Bunch)
       
 
       
/s/ Bruce L. Crockett*
  Chair & Trustee   September 23, 2011
 
(Bruce L. Crockett)
       
 
       
/s/ Rod Dammeyer*
  Trustee   September 23, 2011
 
(Rod Dammeyer)
       
 
       
/s/ Albert R. Dowden*
  Trustee   September 23, 2011
 
(Albert R. Dowden)
       
 
       
/s/ Martin L. Flanagan*
  Trustee   September 23, 2011
 
(Martin L. Flanagan)
       
 
       
/s/ Jack M. Fields*
  Trustee   September 23, 2011
 
(Jack M. Fields)
       
 
       
/s/ Carl Frischling*
  Trustee   September 23, 2011
 
       
(Carl Frischling)
       
 
       
/s/ Prema Mathai-Davis*
  Trustee   September 23, 2011
 
(Prema Mathai-Davis)
       

 


 

         
SIGNATURES   TITLE   DATE
 
       
/s/ Larry Soll*
  Trustee   September 23, 2011
 
(Larry Soll)
       
 
       
/s/ Hugo F. Sonnenschein*
  Trustee   September 23, 2011
 
(Hugo F. Sonnenschein)
       
 
       
/s/ Raymond Stickel, Jr.*
  Trustee   September 23, 2011
 
(Raymond Stickel, Jr.)
       
 
       
/s/ Wayne W. Whalen*
  Trustee   September 23, 2011
 
(Wayne W. Whalen)
       
 
       
/s/ Sheri Morris
  Vice President & Treasurer   September 23, 2011
 
(Sheri Morris)
   (Principal Financial and Accounting Officer)    
         
* By
  /s/ Philip A. Taylor    
 
 
 
Philip A. Taylor
   
 
  Attorney-in-Fact    
 
*   Philip A. Taylor, pursuant to powers of attorney dated November 30, 2011, filed in Registrant’s Post-Effective Amendment No. 106 on December 22, 2011.

 


 

INDEX
     
Exhibit    
Number   Description
d(1)(w)
  Amendment No. 22, dated May 31, 2011, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Advisers, Inc.
 
   
d(1)(i)
  Amendment No. 8, dated May 31, 2011, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisers, 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 Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd.
 
   
e(1)(aa)
  Amendment No. 26, dated May 23, 2011, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares).
 
   
e(1)(bb)
  Amendment No. 27, dated May 31, 2011, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares)
 
   
e(1)(cc)
  Amendment No. 28, dated June 6, 2011, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B shares and Class B5 shares).
 
   
f(1)
  Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as approved by the Board of Directors/Trustees on December 31, 2010.
 
   
f(2)
  Form of Invesco Funds Trustee Deferred Compensation Agreement as approved by the Board of Directors/Trustees on December 31, 2010.
 
   
h(1)(c)
  Amendment No. 2, dated July 1, 2011, to the Fourth Amended and Restated Transfer Agency and Service Agreement, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc.
 
   
h(2)(j)
  Amendment No. 9, dated May 31, 2011, to the Second Amended and Restated Master Administrative Services Agreement, between Registrant and Invesco Advisers, Inc.
 
   
h(4)
  Memorandum of Agreement, regarding expense limitations, dated July 18, 2011, between Registrant (on behalf of certain Funds) and Invesco Advisers, Inc.
 
   
h(5)
  Memorandum of Agreement, regarding advisory fee waivers, dated July 1, 2011, between Registrant (on behalf of certain Funds) and Invesco Advisers, Inc.
 
   
h(8)
  Agreement and Plan of Reorganization, dated April 1, 2011, for Invesco Global Dividend Growth Securities Fund, Invesco Global Fund, Invesco Health Sciences Fund, Invesco Japan Fund, Invesco LIBOR Alpha Fund, Invesco Van Kampen Emerging Markets Fund, Invesco Van Kampen Global Equity Allocation Fund, Invesco Van Kampen Global Franchise Fund, Invesco Van Kampen International Advantage Fund, Invesco Van Kampen International Growth Fund.
 
   
j(1)
  Consent of Stradley Ronon Stevens & Young, LLP
 
   
j(2)
  Consent of PricewaterhouseCoopers LLP

 


 

     
Exhibit    
Number   Description
l(8)
  Agreement concerning Initial Capital Investment of Registrant’s Invesco Emerging Markets Equity Fund dated May 26, 2011.
 
   
m(1)(t)
  Amendment No. 19, dated May 31, 2011, to the First Restated Master Distribution Plan (Class A shares).
 
   
m(1)(u)
  Amendment No. 20, dated June 6, 2011, to the First Restated Master Distribution Plan (Class A shares).
 
   
m(6)(s)
  Amendment No. 18, dated May 31, 2011, to the First Restated Master Distribution Plan (Class C shares).
 
   
m(6)(t)
  Amendment No. 19, dated June 6, 2011, to the First Restated Master Distribution Plan (Class C shares).
 
   
m(7)(m)
  Amendment No. 12, dated May 23, 2011, to the First Restated Master Distribution Plan (Class R shares).
 
   
m(7)(n)
  Amendment No. 13, dated May 31, 2011, to the First Restated Master Distribution Plan (Class R shares).
 
   
m(7)(o)
  Amendment No. 14, dated June 6, 2011, to the First Restated Master Distribution Plan (Class R shares).

 

AMENDMENT NO. 22
TO
MASTER INVESTMENT ADVISORY AGREEMENT
     This Amendment dated as of May 31, 2011, amends the Master Investment Advisory Agreement (the “Agreement”), dated September 11, 2000, between AIM Investment Funds (Invesco Investment Funds), a Delaware statutory trust, and Invesco Advisers, Inc., a Delaware corporation.
W I T N E S S E T H :
     WHEREAS, the parties agree to amend the Agreement to add a new portfolio — Invesco Emerging Markets Equity Fund;
     NOW, THEREFORE, the parties agree as follows;
  1.   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 Balanced-Risk Allocation Fund
  May 29, 2009
 
   
Invesco Balanced-Risk Commodity Strategy Fund
  November 29, 2010
 
   
Invesco China Fund
  March 31, 2006
 
   
Invesco Developing Markets Fund
  September 1, 2001
 
   
Invesco Emerging Market Local Currency Debt Fund
  June 14, 2010
 
   
Invesco Emerging Markets Equity Fund
  May 31, 2011
 
   
Invesco Global Health Care Fund
  September 1, 2001
 
   
Invesco International Total Return Fund
  March 31, 2006
 
   
Invesco Japan Fund
  March 31, 2006
 
   
Invesco LIBOR Alpha Fund
  March 31, 2006
 
   
Invesco Endeavor Fund
  November 3, 2003
 
   
Invesco Global Fund
  November 3, 2003
 
   
Invesco Small Companies Fund
  November 3, 2003

 


 

     
Name of Fund   Effective Date of Advisory Agreement
Invesco Commodities Strategy Fund
  June 16, 2010
 
   
Invesco Global Advantage Fund
  February 12, 2010
 
   
Invesco Global Dividend Growth Securities Fund
  February 12, 2010
 
   
Invesco Health Sciences Fund
  February 12, 2010
 
   
Invesco Pacific Growth Fund
  February 12, 2010
 
   
Invesco Van Kampen Emerging Markets 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

 


 

APPENDIX B
COMPENSATION TO THE ADVISOR
     The Trust shall pay the Adviser, 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 Balanced-Risk Allocation Fund
         
Net Assets   Annual Rate*
First $250 million
    0.95 %
Next $250 million
    0.925 %
Next $500 million
    0.90 %
Next $1.5 billion
    0.875 %
Next $2.5 billion
    0.85 %
Next $2.5 billion
    0.825 %
Next $2.5 billion
    0.80 %
Over $10 billion
    0.775 %
 
*   To the extent Invesco Balanced-Risk Allocation Fund invests its assets in Invesco Cayman Commodity Fund I Ltd., a direct wholly-owned subsidiary of Invesco Balanced-Risk Allocation Fund, the Adviser shall not collect the portion of the advisory fee that the Adviser would otherwise be entitled to collect from Invesco Balanced-Risk Allocation Fund, in an amount equal to 100% of the advisory fee that the Adviser receives from Invesco Cayman Commodity Fund I Ltd.
Invesco Balanced-Risk Commodity Strategy Fund
         
Net Assets   Annual Rate*
First $250 million
    1.050 %
Next $250 million
    1.025 %
Next $500 million
    1.000 %
Next $1.5 billion
    0.975 %
Next $2.5 billion
    0.950 %
Next $2.5 billion
    0.925 %
Next $2.5 billion
    0.900 %
Over $10 billion
    0.875 %
 
*   To the extent Invesco Balanced-Risk Commodity Strategy Fund invests its assets in Invesco Cayman Commodity Fund III Ltd., a direct wholly-owned subsidiary of Invesco Balanced-Risk Commodity Strategy Fund, the Adviser shall not collect the portion of the advisory fee that the Adviser would otherwise be entitled to collect from Invesco Balanced-Risk Commodity Strategy Fund, in an amount equal to 100% of the advisory fee that the Adviser receives from Invesco Cayman Commodity Fund III Ltd.

 


 

Invesco China Fund
Invesco Developing Markets Fund
Invesco Emerging Markets Equity Fund
Invesco Japan 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 Emerging Market Local Currency Debt Fund
         
Net Assets   Annual Rate
First $500 million
    0.75 %
Next $500 million
    0.70 %
Next $500 million
    0.67 %
Over $1.5 billion
    0.65 %
Invesco Global Health Care Fund
         
Net Assets   Annual Rate
First $350 million
    0.75 %
Next $350 million
    0.65 %
Next $1.3 billion
    0.55 %
Next $2 billion
    0.45 %
Next $2 billion
    0.40 %
Next $2 billion
    0.375 %
Over $8 billion
    0.35 %
Invesco International Total Return Fund
         
Net Assets   Annual Rate
First $250 million
    0.65 %
Next $250 million
    0.59 %
Next $500 million
    0.565 %
Next $1.5 billion
    0.54 %
Next $2.5 billion
    0.515 %
Next $5 billion
    0.49 %
Over $10 billion
    0.465 %

 


 

Invesco LIBOR Alpha Fund
         
Net Assets   Annual Rate
First $1 billion
    0.45 %
Next $4 billion
    0.425 %
Over $5 billion
    0.40 %
Invesco Endeavor Fund
Invesco Small Companies 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 Global 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 %
Invesco Commodities Strategy Fund
         
Net Assets   Annual Rate
All Assets
    0.50 %**
 
**   To the extent Invesco Commodities Strategy Fund invests its assets in Invesco Cayman Commodity Fund II Ltd., a direct wholly-owned subsidiary of Invesco Commodities Strategy Fund, the Adviser shall not collect the portion of the advisory fee that the Adviser would otherwise be entitled to collect from Invesco Commodities Strategy Fund, in an amount equal to 100% of the advisory fee that the Adviser receives from Invesco Cayman Commodity Fund II Ltd.

 


 

Invesco Global Advantage Fund
         
Net Assets   Annual Rate
First $1.5 billion
    0.57 %
Over $1.5 billion
    0.545 %
Invesco Global Dividend Growth Securities Fund
         
Net Assets   Annual Rate
First $1 billion
    0.67 %
Next $500 million
    0.645 %
Next $1 billion
    0.62 %
Next $1 billion
    0.595 %
Next $1 billion
    0.57 %
Over $4.5 billion
    0.545 %
Invesco Health Sciences Fund
         
Net Assets   Annual Rate
First $500 million
    0.92 %
Next $500 million
    0.87 %
Over $1 billion
    0.845 %
Invesco Van Kampen International Growth Fund
         
Net Assets   Annual Rate
First $1 billion
    0.75 %
Over $1 billion
    0.70 %
Invesco Pacific Growth Fund
         
Net Assets   Annual Rate
First $1 billion
    0.87 %
Next $1 billion
    0.82 %
Over $2 billion
    0.77 %
Invesco Van Kampen Emerging Markets Fund
         
Net Assets   Annual Rate
First $500 million
    1.25 %
Next $500 million
    1.20 %
Next $1.5 billion
    1.15 %
Over $2.5 billion
    1.00 %

 


 

Invesco Van Kampen Global Equity Allocation Fund
         
Net Assets   Annual Rate
First $750 million
    1.00 %
Next $500 million
    0.95 %
Over $1.25 billion
    0.90 %
Invesco Van Kampen Global Franchise Fund
         
Net Assets   Annual Rate
First $500 million
    0.80 %
Next $500 million
    0.75 %
Over $1 billion
    0.70 %
Invesco Van Kampen Global Tactical Asset Allocation Fund
         
Net Assets   Annual Rate
First $750 million
    0.75 %
Next $750 million
    0.70 %
Over $1.5 billion
    0.65 %
Invesco Van Kampen International Advantage Fund
         
Net Assets   Annual Rate
First $500 million
    0.90 %
Next $500 million
    0.85 %
Over $1 billion
    0.80 %”

 


 

  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 INVESTMENT FUNDS
 
              (INVESCO INVESTMENT FUNDS)
 
               
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)
               

 

AMENDMENT NO. 8
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
     This Amendment dated as of May 31, 2011, amends the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Contract”), dated May 1, 2008, between Invesco Advisers, Inc. (the “Adviser”), on behalf of AIM Investment Funds (Invesco Investment Funds), 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”).
W I T N E S S E T H:
     WHEREAS, the parties desire to amend the Contract to add a new portfolio — Invesco Emerging Markets Equity Fund;
     NOW, THEREFORE, the parties agree as follows;
  1.   Exhibit A to the Contract is hereby deleted in its entirety and replaced with the following:
“EXHIBIT A
Invesco Balanced-Risk Allocation Fund
Invesco Balanced-Risk Commodity Strategy Fund
Invesco China Fund
Invesco Developing Markets Fund
Invesco Emerging Market Local Currency Debt Fund
Invesco Emerging Markets Equity 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 Commodities Strategy Fund
Invesco Global Advantage Fund
Invesco Global Dividend Growth Securities Fund
Invesco Health Sciences Fund
Invesco Pacific Growth Fund
Invesco Van Kampen Emerging Markets 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”


 

  2.   All other terms and provisions of the Contract not amended shall remain in full force and effect.


 

     IN WITNESS WHEREOF, the parties hereto have caused this Contract 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    


 

             
    INVESCO TRIMARK LTD.    
 
           
    Sub-Adviser    
 
           
 
  By:   /s/ Julianna Ahn    
 
  Name:   Julianna Ahn    
 
  Title:   Assistant Secretary    
 
           
 
  By:   /s/ Wayne Bolton    
 
  Name:   Wayne Bolton    
 
  Title:   Vice President, Compliance &
Chief Compliance Officer
   


 

             
    INVESCO ASSET MANAGEMENT DEUTSCHLAND GMBH    
 
           
    Sub-Adviser    
 
           
 
  By:   /s/ Christian Puschmann    
 
      /s/ Jens Langewand    
 
  Name:   Christian Puschmann    
 
      Jens Langewand    
 
  Title:   Managing Directors    


 

             
    INVESCO ASSET MANAGEMENT LIMITED    
 
           
    Sub-Adviser    
 
           
 
  By:   /s/ G J Proudfoot    
 
  Name:   G J Proudfoot    
 
  Title:   Director    


 

             
    INVESCO ASSET MANAGEMENT (JAPAN) LTD.    
 
           
    Sub-Adviser    
 
           
 
  By:   /s/ Masakazu Hasegawa    
 
  Name:   Masakazu Hasegawa    
 
  Title:   Managing Director    


 

             
    INVESCO AUSTRALIA LIMITED
 
           
    Sub-Adviser
 
           
 
  By:   /s/ Nick Burrell   /s/ Mark Yesberg
 
  Name:   Nick Burrell   Mark Yesberg
 
  Title:   Company Secretary   Director


 

             
    INVESCO HONG KONG LIMITED
 
           
    Sub-Adviser
 
           
 
  By:   /s/ Anna Tong   /s/ Gracie Liu
 
  Name:   Anna Tong   Gracie Liu
 
  Title:   Driectors    


 

         
    INVESCO SENIOR SECURED MANAGEMENT, INC.
 
       
    Sub-Adviser
 
       
 
  By:   /s/ Jeffrey H. Kupor
 
  Name:   Jeffrey H. Kupor
 
  Title:   Secretary and General Counsel

AMENDMENT NO. 26
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 add Class R Shares to Invesco Van Kampen American Franchise Fund, Class R Shares to Invesco Global Core Equity Fund, Institutional Class Shares to Invesco Pacific Growth Fund, Class R Shares and Institutional Class Shares to Invesco Van Kampen Value Opportunities Fund, and Institutional Class Shares to Invesco Convertible Securities 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 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
 
   
Invesco S&P 500 Index Fund —
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen American Franchise Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

2


 

     
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 Pennsylvania Tax Free Income Fund —
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Small Cap Growth Fund —
  Class A
 
  Class C
 
  Class Y
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

3


 

     
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
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 R
 
  Class Y
 
  Institutional Class

4


 

     
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
 
   
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

5


 

     
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
 
   
Invesco Conservative Allocation Fund —
  Class A
 
  Class C
 
  Class R
 
  Class S
 
  Class Y
 
  Institutional Class
 
   
Invesco Convertible Securities Fund —
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Global Equity Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

6


 

     
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
 
   
Invesco Moderately Conservative Allocation Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

7


 

     
Invesco Small Cap Growth Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
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
 
   
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

8


 

     
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
 
   
Invesco Balanced-Risk Commodity Strategy 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

9


 

     
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
 
   
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 Commodities 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 Pacific Growth Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Emerging Markets Fund —
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
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

11


 

     
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

12


 

     
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

13


 

     
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

14


 

     
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

15


 

     
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 R
 
  Class Y
 
  Institutional Class
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

16


 

     
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”

17


 

     All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
Dated: May 23, 2011
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   
 

18

AMENDMENT NO. 27

TO THE

FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS B5 SHARES)
     This Amendment dated as of May 31, 2011, amends the First Restated Master Distribution Agreement (all Classes of shares except Class B and Class B5 Shares) (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 “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 Markets Equity 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 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
 
   
Invesco S&P 500 Index Fund —
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen American Franchise Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

2


 

     
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 Pennsylvania Tax Free Income Fund —
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Small Cap Growth Fund —
  Class A
 
  Class C
 
  Class Y
 
   
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

3


 

     
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
 
   
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 R
 
  Class Y
 
  Institutional Class

4


 

     
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
 
   
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

5


 

     
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
 
   
Invesco Conservative Allocation Fund —
  Class A
 
  Class C
 
  Class R
 
  Class S
 
  Class Y
 
  Institutional Class
 
   
Invesco Convertible Securities Fund —
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Global Equity Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

6


 

     
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
 
   
Invesco Moderately Conservative Allocation Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

7


 

     
Invesco Small Cap Growth Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
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
 
   
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

8


 

     
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
 
   
Invesco Balanced-Risk Commodity Strategy 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

9


 

     
Invesco Emerging Market Local Currency Debt Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Emerging Markets Equity 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
 
   
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 Commodities 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 Pacific Growth Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Emerging Markets Fund —
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
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

11


 

     
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

12


 

     
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

13


 

     
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

14


 

     
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

15


 

     
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 R
 
  Class Y
 
  Institutional Class
 
   
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

16


 

     
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”

17


 

     All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
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   
 

18

AMENDMENT NO. 28
TO THE
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B AND CLASS B5 SHARES)
     This Amendment dated as of June 6, 2011, amends the First Restated Master Distribution Agreement (all Classes of shares except Class B and Class B5 Shares) (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 “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 add Class S Shares to Invesco Moderately Conservative Allocation Fund and Class R Shares to Invesco Van Kampen Corporate Bond 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 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
 
   
Invesco S&P 500 Index Fund —
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen American Franchise Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

2


 

     
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 Pennsylvania Tax Free Income Fund —
  Class A
 
  Class C
 
  Class Y
 
   
Invesco Van Kampen Small Cap Growth Fund —
  Class A
 
  Class C
 
  Class Y
 
   
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

3


 

     
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
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 R
 
  Class Y
 
  Institutional Class

4


 

     
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
 
   
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

5


 

     
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
 
   
Invesco Conservative Allocation Fund —
  Class A
 
  Class C
 
  Class R
 
  Class S
 
  Class Y
 
  Institutional Class
 
   
Invesco Convertible Securities Fund —
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
Invesco Global Equity Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class

6


 

     
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
 
   
Invesco Moderately Conservative Allocation Fund —
  Class A
 
  Class C
 
  Class R
 
  Class S
 
  Class Y
 
  Institutional Class

7


 

     
Invesco Small Cap Growth Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
  Investor Class
 
   
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
 
   
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

8


 

     
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
 
   
Invesco Balanced-Risk Commodity Strategy 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

9


 

     
Invesco Emerging Market Local Currency Debt Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Emerging Markets Equity 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
 
   
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 Commodities 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 Pacific Growth Fund —
  Class A
 
  Class C
 
  Class R
 
  Class Y
 
  Institutional Class
 
   
Invesco Van Kampen Emerging Markets Fund —
  Class A
 
  Class C
 
  Class Y
 
  Institutional Class
 
   
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

11


 

     
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

12


 

     
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 R
 
  Class Y
 
  Institutional Class

13


 

     
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

14


 

     
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

15


 

     
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 R
 
  Class Y
 
  Institutional Class
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

16


 

     
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”

17


 

     All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
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   
 

18

AIM FUNDS
RETIREMENT PLAN FOR ELIGIBLE
DIRECTORS/TRUSTEES
Effective as of March 8, 1994
As Restated September 18, 1995
As Restated March 7, 2000
As Restated October 1, 2001
As Amended and Restated as of January 1, 2005
As Amended and Restated as of January 1, 2008
As Amended and Restated as of January 1, 2009

 


 

TABLE OF CONTENTS
         
RETIREMENT PLAN FOR ELIGIBLE
    i  
ARTICLE I — DEFINITION OF TERMS AND CONSTRUCTION
    1  
1.1 Definitions
    1  
1.2 Plurals and Gender
    3  
1.3 Directors/Trustees
    3  
1.4 Headings
    3  
1.5 Severability
    3  
ARTICLE II — PARTICIPATION
    3  
2.1 Commencement of Participation
    3  
2.2 Termination of Participation
    3  
ARTICLE III — RETIREMENT BENEFITS
    3  
3.1 Amount and Terms
    3  
3.2 Forfeiture
    4  
3.3 Payment After Participant’s Death
    4  
3.4 Payment While Serving as Director
    4  
3.5 Benefits Calculated in the Aggregate for all of the AIM Funds
    4  
ARTICLE IV — SUSPENSION OF BENEFITS
    4  
4.1 No Suspension of Benefits Upon Resumption of Service
    4  
ARTICLE V — ADMINISTRATOR
    4  
5.1 Appointment of Administrator
    4  
5.2 Powers and Duties of Administrator
    5  
5.3 Action by Administrator
    5  
5.4 Participation by Administrator
    6  
5.5 Payment of Benefits
    6  
5.6 Agents and Expenses
    6  
5.7 Allocation of Duties
    6  
5.8 Delegation of Duties
    6  
5.9 Administrator’s Action Conclusive
    6  
5.10 Records and Reports
    7  
5.11 Information from the AIM Funds
    7  
5.12 Reservation of Rights by Boards of Directors
    7  
5.13 Liability and Indemnification
    7  
ARTICLE VI — AMENDMENTS AND TERMINATION
    8  
6.1 Amendments
    8  
6.2 Termination
    8  
ARTICLE VII — MISCELLANEOUS
    8  
7.1 Rights of Creditors
    8  
7.2 Liability Limited
    8  
7.3 Incapacity
    8  
7.4 Cooperation of Parties
    9  
7.5 Governing Law
    9  
7.6 No Guarantee of Director Status
    9  
7.7 Counsel
    9  
7.8 Spendthrift Provision
    10  
7.9 Forfeiture for Cause
    10  
 i 

 


 

         
ARTICLE VIII — CLAIMS PROCEDURE
    10  
8.1 Notice of Denial
    10  
8.2 Right to Reconsideration
    10  
8.3 Review of Documents
    10  
8.4 Decision by Administrator
    11  
8.5 Notice by Administrator
    11  
Appendix A — AIM Funds
    12  
Appendix B — Amount of Benefit — Post December 31, 2005
    13  
Appendix C — Amount of Benefit — Pre January 1, 2006
    16  
 ii 

 


 

PREAMBLE
          Effective as of March 8, 1994, the registered investment companies managed, advised, administered and/or distributed by A I M Advisors, Inc. or its affiliates (the “AIM Funds”) and identified on Appendix A (including their predecessors and successors in interest) have adopted THE AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES (the “Plan”) for the benefit of each of the directors and trustees of each of the AIM Funds who is not an employee of any of the AIM Funds, A I M Management Group Inc. or any of their affiliates. As this Plan does not benefit any employees of the AIM Funds, it is not intended to be classified as an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
          Effective January 1, 2005 this Plan became subject to the provisions of section 409A of the Internal Revenue Code of 1986, as amended (“Code”), and has been amended and restated herein to comply with section 409A of the Code and Treasury regulations thereunder (together, “section 409A”) and to make certain design changes, as approved by the Board of Directors in December, 2005, December, 2008 and December 2010.
ARTICLE I — DEFINITION OF TERMS AND CONSTRUCTION
     1.1 Definitions.
          Unless a different meaning is plainly implied by the context, the following terms as used in this Plan shall have the following meanings:
          (a) “ Accrued Benefit ” shall mean, as of any date prior to a Director’s Retirement date, his Retirement Benefit commencing on such Retirement date, but based upon his Compensation and Years of Service computed as of such date of determination.
          (b) “ Administrator ” shall mean the administrative committee provided for in Article V.
          (c) “ AIM Funds ” shall mean those registered investment companies managed, advised, administered or distributed by A I M Advisors, Inc. or its affiliates, set forth on Appendix A hereto (including predecessors in interest and successors in interest), as such Appendix may be amended from time to time.
          (d) “ Board of Directors ” shall mean the Board of Directors or Board of Trustees of each of the AIM Funds.
          (e) “ Compensation ” shall mean, for any Director, the amount of the retainer paid or accrued by the AIM Funds for such Director during the twelve month period immediately preceding the Director’s termination of his Service, including retainer amounts deferred under a separate agreement between the AIM Funds and the Director. Compensation shall not include amounts paid as Board meeting fees or additional compensation paid for service as Chair of the

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Board or as Chair or Vice Chair of certain committees. The amount of such retainer Compensation shall be as determined by the Administrator.
          (f) “ Director ” shall mean an individual who is a director or trustee of one or more of the AIM Funds which have adopted their version of this Plan but who is not an employee of any of the AIM Funds, A I M Management Group Inc. or any of their affiliates.
          (g) “ Disabled ” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, determined in accordance with section 409A.
          (h) “ Effective Date ” of the Plan (as amended and restated herein in December 2008) shall mean January 1, 2008. Except as provided in Appendix B and Appendix C, the terms of the Plan as in effect when the Participant terminates Service shall determine the amount, form and timing of his Retirement Benefits.
          (i) “ Fund ” shall mean an AIM Fund that has adopted the Plan.
          (j) “ Participant ” shall mean a Director who is included in this Plan as provided in Article II hereof.
          (k) “ Plan ” shall mean the “AIM Funds Retirement Plan for Eligible Directors/Trustees” as described herein or as hereafter amended from time to time, which shall constitute a separate arrangement, using one document, for each Fund.
          (l) “ Plan Year ” shall mean the calendar year.
          (m) “ Removal for Cause ” shall mean the removal of a Director by the Directors of the AIM Funds or by shareholders due to such Director’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Director.
          (n) “ Retirement Benefit ” shall mean the benefit described under Section 3.1 hereof.
          (o) “ Service ” shall mean an individual’s serving as a Director of one or more of the Funds. Furthermore, any unbroken service provided by a Participant (i) to an AIM Fund immediately prior to its being managed or administered by A I M Advisors, Inc. (or any of its affiliates) or (ii) to a predecessor of an AIM Fund immediately prior to its being merged into such AIM Fund, will be taken into account in determining such Participant’s Years of Service, subject to all restrictions and other forfeiture provisions contained herein. If a Participant whose Service terminates thereafter again becomes a Director, his different periods of Service shall be aggregated for purposes of calculating his Retirement Benefit, except that if a Participant’s Service terminates prior to his being credited with 5 Years of Service, he shall forfeit all Years of Service completed prior to such termination unless the number of Years of Service he accumulated prior to such termination exceeds the number of years in which he did not serve as a Director.

2


 

          (p) “ Year of Service ” shall mean a twelve consecutive month period of Service.
     1.2 Plurals and Gender.
          Where appearing in this Plan, the masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates a different meaning.
     1.3 Directors/Trustees.
          Where appropriate, the term “director” shall refer to “trustee”, “directorship” shall refer to “trusteeship” and “Board of Directors” shall refer to “Board of Trustees.”
     1.4 Headings.
          The headings and sub-headings in this Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.
     1.5 Severability.
          In case any provision of this Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of this Plan, but shall be fully severable, and this Plan shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein.
ARTICLE II — PARTICIPATION
     2.1 Commencement of Participation.
          Each Director shall become a Participant hereunder on the date his directorship of one or more of the Funds commences. No one shall become a Participant in the Plan after December 1, 2008. As of January 1, 2011 the only current Directors that are Participants shall be: Bob R. Baker; Frank S. Bayley; James T. Bunch; Bruce L. Crockett; Albert R. Dowden; Jack M. Fields; Carl Frischling; Prema Mathai-Davis; Lewis F. Pennock; Larry Soll; and Raymond Stickel, Jr.
     2.2 Termination of Participation.
          A Director shall remain a Participant until his entire vested Retirement Benefit has been paid to him or on his behalf.
ARTICLE III — RETIREMENT BENEFITS
     3.1 Amount and Terms.
          Participants terminating service on or after January 1, 2006 shall receive a benefit as described in Appendix B. Participants terminating service on or before December 31, 2005 shall receive a benefit as described in Appendix C.

3


 

     3.2 Forfeiture.
          (a) If a Participant’s Service terminates on account of Removal for Cause, no Retirement Benefit shall be paid to him or on his behalf, even if such termination occurs after he has completed 5 Years of Service.
          (b) If a Participant’s Service terminates for any reason without his having been credited with at least 5 Years of Service, neither he nor anyone else on his behalf shall be entitled to a Retirement Benefit.
     3.3 Payment After Participant’s Death.
          No benefits will be paid under this Plan with respect to a Participant after his death other than as provided in Appendix B or Appendix C, as applicable.
     3.4 Payment While Serving as Director.
          Except as provided in Article IV, no benefits will be paid under this Plan to any Participant while such Participant continues in active service as a Director.
     3.5 Benefits Calculated in the Aggregate for all of the AIM Funds.
          With respect to each Participant, the benefits payable hereunder shall be based on the aggregate Compensation paid by all of the AIM Funds. Each Fund’s share of the obligation to provide such benefits shall be determined by use of accounting methods adopted by the Administrator.
ARTICLE IV — SUSPENSION OF BENEFITS
     4.1 No Suspension of Benefits Upon Resumption of Service.
          If a Participant who has begun receiving Retirement Benefits in accordance with the provisions of Article III resumes Service, his Retirement Benefit shall continue to be paid during the new period of Service, with the following adjustments: (i) the amount of the quarterly payment shall be increased, as appropriate, beginning with the first quarter of each subsequent calendar year to reflect any increase in the Participant’ Compensation during the prior year (initially as compared with his Compensation when he originally terminated Service), and (ii) the length of the payment period shall be lengthened, but not beyond a total of 16 years, to reflect any additional Years of Service earned after reemployment as a Director.
ARTICLE V — ADMINISTRATOR
     5.1 Appointment of Administrator.
          This Plan shall be administered by the Governance Committees of the Boards of Directors of the AIM Funds. The members of such committees are not “interested persons” (within the meaning of Section 2(a)(19) of the Investment Company Act of 1940) of any of the

4


 

AIM Funds. The term “Administrator” as used in this Plan shall refer to the members of such Committees, either individually or collectively, as appropriate.
     5.2 Powers and Duties of Administrator.
          Except as provided below, the Administrator shall have the following duties and responsibilities in connection with the administration of this Plan:
          (a) to promulgate and enforce such rules, regulations and procedures as shall be proper for the efficient administration of this Plan;
          (b) to determine all questions arising in the administration, interpretation and application of this Plan, including questions of eligibility and of the status and rights of Participants and any other persons hereunder; provided that the Administrator shall interpret and administer the Plan in all respects in accordance with the requirements of section 409A, regardless of whether the applicable provision makes specific reference to section 409A;
          (c) to decide any dispute arising hereunder; provided, however, that no Administrator shall participate in any matter involving any questions relating solely to his own participation or benefits under this Plan;
          (d) to advise the Boards of Directors of the AIM Funds regarding the known future need for funds to be available for distribution;
          (e) to correct defects, supply omissions and reconcile inconsistencies to the extent necessary to effectuate this Plan and comply with section 409A;
          (f) to compute the amount of benefits and other payments which shall be payable to any Participant, surviving spouse or designated beneficiary in accordance with the provisions of this Plan and to determine the person or persons to whom such benefits shall be paid;
          (g) to make recommendations to the Boards of Directors of the AIM Funds with respect to proposed amendments to this Plan;
          (h) to file all reports with government agencies, Participants and other parties as may be required by law, whether such reports are initially the obligation of the AIM Funds, or this Plan; and
          (i) to have all such other powers as may be necessary to discharge its duties hereunder.
     5.3 Action by Administrator.
          A majority of the members of the Administrator then serving shall constitute a quorum for the transacting of business related to this Plan. All resolutions or other action taken by the Administrator in connection with this Plan shall be by vote of a majority of those present at such meeting and entitled to vote. Resolutions may be adopted or other action taken without a

5


 

meeting upon written consent signed by at least a majority of the members. All documents, instruments, orders, requests, directions, instructions and other papers shall be executed on behalf of the Administrator by either the Chairman or any Vice-Chairman of the Administrator, or by any member or agent of the Administrator duly authorized to act on the Administrator’s behalf.
     5.4 Participation by Administrator.
          No Administrator shall be precluded from becoming a Participant in this Plan if he would be otherwise eligible, but he shall not be entitled to vote or act upon matters or to sign any documents relating specifically to his own participation under this Plan, except when such matters or documents relate to benefits generally. If this disqualification results in the lack of a quorum, then the Boards of Directors, by majority vote of the members of a majority of such Boards of Directors (a “Majority Vote”), shall appoint a sufficient number of temporary Administrators, who shall serve for the sole purpose of determining such a question.
     5.5 Payment of Benefits.
          Any payment actually made within the applicable grace period under section 409A shall be deemed made on its scheduled payment date for all purposes of the Plan.
     5.6 Agents and Expenses.
          The Administrator may employ agents and provide for such clerical, legal, actuarial, accounting, medical, advisory or other services as it deems necessary to perform its duties under this Plan. The cost of such services and all other expenses incurred by the Administrator in connection with the administration of this Plan shall be allocated to each Fund pursuant to the method utilized under Section 3.4 hereof with respect to costs related to benefit accruals.
     5.7 Allocation of Duties.
          The duties, powers and responsibilities reserved to the Administrator may be allocated among its members so long as such allocation is pursuant to written procedures adopted by the Administrator, in which case no Administrator shall have any liability, with respect to any duties, powers or responsibilities not allocated to him, for the acts or omissions of any other Administrator.
     5.8 Delegation of Duties.
          The Administrator may delegate any of its duties to employees of Invesco AIM Advisors, Inc. or any of its affiliates or to any other person or firm, provided that the Administrator shall prudently choose such agents and rely in good faith on their actions.
     5.9 Administrator’s Action Conclusive.
          Any action on matters within the discretion of the Administrator shall be final and conclusive.

6


 

     5.10 Records and Reports.
          The Administrator shall maintain adequate records of its actions and proceedings in administering this Plan and shall file all reports and take all other actions as it deems appropriate in order to comply with any federal or state law.
     5.11 Information from the AIM Funds.
          The AIM Funds shall promptly furnish all necessary information to the Administrator to permit it to perform its duties under this Plan. The Administrator shall be entitled to rely upon the accuracy and completeness of all information furnished to it by the AIM Funds, unless it knows or should have known that such information is erroneous.
     5.12 Reservation of Rights by Boards of Directors.
          When rights are reserved in this Plan to the Boards of Directors, such rights shall be exercised only by Majority Vote of the Boards of Directors, except where the Boards of Directors, by unanimous written resolution, delegate any such rights to one or more persons or to the Administrator. Subject to the rights reserved to the Boards of Directors as set forth in this Plan, no member of the Boards of Directors shall have any duties or responsibilities under this Plan, except to the extent he shall be acting in the capacity of an Administrator.
     5.13 Liability and Indemnification.
          (a) The Administrator shall perform all duties required of it under this Plan in a prudent manner. The Administrator shall not be responsible in any way for any action or omission of the AIM Funds or their employees in the performance of their duties and obligations as set forth in this Plan. The Administrator also shall not be responsible for any act or omission of any of its agents provided that such agents were prudently chosen by the Administrator and that the Administrator relied in good faith upon the action of such agents.
          (b) Except for its own gross negligence, willful misconduct or willful breach of the terms of this Plan, the Administrator shall be indemnified and held harmless by the AIM Funds against any and all liability, loss, damages, cost and expense which may arise, occur by reason of, or be based upon, any matter connected with or related to this Plan or its administration (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending any litigation, commenced or threatened, or in settlement of any such claim).

7


 

ARTICLE VI — AMENDMENTS AND TERMINATION
     6.1 Amendments.
          The Boards of Directors reserve the right at any time and from time to time, and retroactively if deemed necessary or appropriate by them, to amend in whole or in part by Majority Vote any or all of the provisions of this Plan, provided that:
          (a) No amendment shall make it possible for any part of a Participant’s or former Participant’s Retirement Benefit to be used for, or diverted to, purposes other than for the exclusive benefit of such Participant, except to the extent otherwise provided in this Plan; and
          (b) No amendment may reduce any Participant’s or former Participant’s Retirement Benefit as of the effective date of the amendment.
          Amendments may be made in the form of Board of Directors’ resolutions or separate written document.
     6.2 Termination.
          Except as provided below, the Boards of Directors reserve the right to terminate this Plan at any time by Majority Vote by giving to the Administrator notice in writing of such desire to terminate. The Plan shall terminate upon the date of receipt of such notice and all Participants shall be paid their Retirement Benefits (determined as of the date this Plan is terminated) as set forth herein, or to the extent permitted by section 409A, in an actuarially equivalent lump sum as soon as possible after the effective date of such termination, as determined by the Administrator.
ARTICLE VII — MISCELLANEOUS.
     7.1 Rights of Creditors.
          (a) The Plan is unfunded. Neither the Participants nor any other persons shall have any interest in any Fund or in any specific asset or assets of any of the AIM Funds by reason of any Retirement Benefit hereunder, nor any rights to receive distribution of any Retirement Benefit except and as to the extent expressly provided hereunder.
          (b) The Retirement Benefits of each Participant are unsecured and shall be subject to the claims of the general creditors of the AIM Funds.
     7.2 Liability Limited.
          Neither the AIM Funds, the Administrator, nor any agents, employees, officers, directors or shareholders of any of them, nor any other person shall have any liability or responsibility with respect to this Plan, except as expressly provided herein.
     7.3 Incapacity.

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          If the Administrator shall receive evidence satisfactory to it that a Participant, surviving spouse or designated beneficiary entitled to receive any benefit under this Plan is, at the time when such benefit becomes payable, physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of such Participant, surviving spouse, or designated beneficiary and that no guardian, committee or other representative of the estate of such Participant, surviving spouse, or designated beneficiary shall have been duly appointed, the Administrator may make payment of such benefit otherwise payable to such Participant, surviving spouse, or designated beneficiary to such other person or institution, and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit.
     7.4 Cooperation of Parties.
          All parties to this Plan and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out this Plan or any of its provisions.
     7.5 Governing Law.
          All rights under this Plan shall be governed by and construed in accordance with rules of Federal law applicable to such plans and, to the extent not preempted, by the laws of the State of Texas without regard to principles of conflicts of law. No action shall be brought by or on behalf of any Participant for or with respect to benefits due under this Plan unless the person bringing such action has timely exhausted this Plan’s claim review procedure. Any such action must be commenced within three years. This three-year period shall be computed from the earlier of (a) the date a final determination denying such benefit, in whole or in part, is issued under this Plan’s claim review procedure or (b) the date such individual’s cause of action first accrued. Any dispute, controversy or claim arising out of or in connection with this Plan (including the applicability of this arbitration provision) and not resolved pursuant to the Plan’s claim review procedure shall be determined and settled by arbitration conducted by the American Arbitration Association (“AAA”) in the County and State of the Funds’ principal place of business and in accordance with the then existing rules, regulations, practices and procedures of the AAA. Any award in such arbitration shall be final, conclusive and binding upon the parties to the arbitration and may be enforced by either party in any court of competent jurisdiction. Each party to the arbitration will bear its own costs and fees (including attorney’s fees).
     7.6 No Guarantee of Director Status.
          Nothing contained in this Plan shall be construed as a guaranty or right of any Participant to be continued as a Director of one or more of the AIM Funds (or of a right of a Director to any specific level of Compensation) or as a limitation of the right of the AIM Funds to remove any of its directors.
     7.7 Counsel.
          The Administrator may consult with legal counsel, who may be counsel for one or more of the Boards of Directors of the AIM Funds and for the Administrator, with respect to the meaning or construction of this Plan, its obligations or duties hereunder or with respect to any

9


 

action or proceeding or any question of law, and they shall be fully protected with respect to any action taken or omitted by them in good faith pursuant to the advice of legal counsel.
     7.8 Spendthrift Provision.
          A Participant’s interest in his Accrued Benefit or Retirement Benefit may not be transferred, alienated, assigned nor become subject to execution, garnishment or attachment, and any attempt to do so will render benefits hereunder immediately forfeitable.
     7.9 Forfeiture for Cause.
          Notwithstanding any other provision of this Plan to the contrary, any benefits to which a Participant (or his surviving spouse or designated beneficiary) may otherwise be entitled hereunder will be forfeited in the event the Director has been Removed for Cause.
ARTICLE VIII — CLAIMS PROCEDURE
     8.1 Notice of Denial.
          If a Participant is denied any Retirement Benefit (or a surviving spouse or designated beneficiary is denied a survivor’s benefit) under this Plan, either in total or in an amount less than the full Retirement Benefit to which he would normally be entitled, the Administrator shall advise the Participant (or surviving spouse or designated beneficiary) in writing of the amount of his Retirement Benefit (or survivor’s benefit), if any, and the specific reasons for the denial. The Administrator shall also furnish the Participant (or surviving spouse or designated beneficiary) at that time with a written notice containing:
          (a) A specific reference to pertinent Plan provisions.
          (b) A description of any additional material or information necessary for the Participant (or surviving spouse or designated beneficiary) to perfect his claim, if possible, and an explanation of why such material or information is needed.
          (c) An explanation of this Plan’s claim review procedure.
     8.2 Right to Reconsideration.
          Within 60 days of receipt of the information stated in Section 8.1 above, the Participant (or surviving spouse or designated beneficiary) shall, if he desires further review, file a written request for reconsideration with the Administrator.
     8.3 Review of Documents.
          So long as the Participant’s (or surviving spouse’s or designated beneficiary’s) request for review is pending (including the 60 day period in 8.2 above), the Participant (or surviving spouse or designated beneficiary) or his duly authorized representative may review pertinent Plan documents and may submit issues and comments in writing to the Administrator.

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     8.4 Decision by Administrator.
          A final and binding decision shall be made by the Administrator within 60 days of the filing by the Participant (or surviving spouse or designated beneficiary) of his request for reconsideration, provided, however, that if the Administrator, in its discretion, feels that a hearing with the Participant (or surviving spouse or designated beneficiary) or his representative present is necessary or desirable, this period shall be extended an additional 60 days.
     8.5 Notice by Administrator.
          The Administrator’s decision shall be conveyed to the Participant (or surviving spouse or designated beneficiary) in writing and shall include specific reasons for the provisions on which the decision is based.

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Appendix A — AIM Funds
     For the purposes of the Retirement Plan for Eligible Directors/Trustees, “AIM Funds” shall mean:
     (a) each of the regulated investment companies constituting classes or series of shares of the following entities, and any future regulated investment companies that are within the same “fund complex” as defined in Form N-1A adopted under the Investment Company Act of 1940:
AIM COUNSELOR SERIES TRUST (“ACST”)
AIM EQUITY FUNDS (“AEF”)
AIM FUNDS GROUP (“AFG”)
AIM GROWTH SERIES (“AGS”)
AIM INTERNATIONAL MUTUAL FUNDS (“AIMF”)
AIM INVESTMENT FUNDS (“AIF”)
AIM INVESTMENT SECURITIES FUNDS (“AIS”)
AIM SECTOR FUNDS (“ASF”)
AIM TAX-EXEMPT FUNDS (“ATEF”)
AIM TREASURER’S SERIES TRUST (“ATST”)
SHORT-TERM INVESTMENTS TRUST (“STIT”); and
     (b) each of the following regulated investment companies, effective as of June 1, 2010:
INVESCO CALIFORNIA INSURED MUNICIPAL INCOME TRUST (“IIC”)
INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES (“IQC”)
INVESCO HIGH YIELD INVESTMENTS FUND (“MSY”)
INVESCO INSURED CALIFORNIA MUNICIPAL SECURITIES (“ICS”)
INVESCO INSURED MUNICIPAL BOND TRUST (“IMC”)
INVESCO INSURED MUNICIPAL INCOME TRUST (“IIM”)
INVESCO INSURED MUNICIPAL SECURITIES (“IMS”)
INVESCO INSURED MUNICIPAL TRUST (“IMT”)
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST (“OIA”)
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II (“OIB”)
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III (“OIC”)
INVESCO MUNICIPAL PREMIUM INCOME TRUST (“PIA”)
INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES (“IQN”)
INVESCO PRIME INCOME TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST (“IQI”)
INVESCO QUALITY MUNICIPAL INVESTMENT TRUST (“IQT”)
INVESCO QUALITY MUNICIPAL SECURITIES (“IQM”)

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Appendix B — Amount of Benefit — Post December 31, 2005
Amount of Retirement Benefit — Directors who cease Service on or after January 1, 2006.
Section 1. Amount of Benefit.
(a) Subject to the following provisions of this Appendix B and Article III, a Participant who ceases to be a Director after completing at least 5 Years of Service shall be entitled to receive an annual retirement benefit from the AIM Funds equal to seventy-five percent (75%) of the Participant’s Compensation, payable in quarterly installments for a period of years equal to his Years of Service (up to a maximum of 16 Years of Service).
(b) Except as provided in paragraphs (c) and (d) of this Appendix B, Section 1, such Retirement Benefit shall commence on the first day of the first quarter following the later of (i) the Participant’s termination of Service or (ii) the Participant’s attainment of age 72.
(c) A Participant may make an irrevocable election (in a form and manner prescribed by the Administrator) to commence payment of his Retirement Benefit on the first day of the first quarter following the later of (i) his termination of Service or (ii) his attainment of age 65 (or such other age between 65 and 72 as the Participant specifies) in the event the Participant terminates Service prior to age 72. Such election shall normally be made within the first 30 days after a Director first becomes a Participant, provided that pursuant to Treasury Notices 2005-1 and 2007-86, an individual who is both a Director and a Participant on the Effective Date may make a special, irrevocable election to change the date on which his Retirement Benefit will commence in accordance with this paragraph (c) no later than December 31, 2008. Any Retirement Benefit payable in accordance with this paragraph (c) shall be actuarially reduced to reflect its early commencement in accordance with the following table:
         
Age   %
65
    71 %
66
    75 %
67
    78 %
68
    82 %
69
    86 %
70
    91 %
71
    95 %
72
    100 %

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There shall be no actuarial increase in the event a Participant’s benefit commences after age 72.
(d) Notwithstanding the foregoing, if a Participant becomes Disabled, his Retirement Benefit shall commence on the first day of the first quarter following the later of (i) his becoming Disabled or (ii) his attainment of age 60, and such Retirement Benefit shall not be reduced to reflect commencement prior to age 72.
(e) Notwithstanding the foregoing, no change made by election or by default pursuant to this amended and restated Plan shall have the effect of deferring a payment that would otherwise have been made in 2008 into a different calendar year. The intent of this paragraph (e) is that the Plan meet all applicable requirements for transition relief under Notices 2005-1 and 2007-86 pertaining to changes in the time and form of payment of a Retirement Benefit (including the so-called “in and out rule”), and it shall be interpreted accordingly.
(f) Whether a Participant has terminated Service (and thereby become eligible for payment hereunder) shall be determined in accordance with section 409A, consistent with Treas. Reg. § 1.409A-1(h).
Section 2. Death of a Participant.
(a) Payment to Designated Beneficiary.
If a Participant who has completed at least 5 Years of Service dies before commencement of his Retirement Benefit, or dies after payment of his Retirement Benefit has commenced but has not been completed, such Retirement Benefit (or the remainder thereof in the case of death after commencement) shall be paid to his designated beneficiary at the same time, for the same (remaining) period and in the same amount as would have been paid to the Participant had the Participant lived to receive his full Retirement Benefit unless the Participant elects to have any Retirement Benefit still payable at the time of Participant’s death paid to Participant’s beneficiary in a lump sum (discounted to the net present value of total benefits calculated with reference to the current yield of 10-year bonds on the Bloomberg Municipal AAA-rated Tax Exempt General Obligation 10-year Bond Index (the “Index”) as reported on the 10th business day following the Participant’s death) 60 days following Participant’s death. If the Index is not available as of the date of calculation, the Plan Administrator is authorized to select a suitable and appropriate substitute. The election authorized pursuant to this section must be made by December 31, 2008 and is irrevocable.
(b) Designated Beneficiary.
(i) A Participant may designate one or more persons (including a trust) as his beneficiary; if multiple beneficiaries are designated, the Participant must indicate (in whole percentages) each person’s share of the Retirement Benefit payable on his death. To the extent permitted by the Administrator, a Participant may also designate one or more contingent (secondary) beneficiaries in the event a primary beneficiary predeceases him. A Participant may change any beneficiary designation at any time, without the consent of any previously designated beneficiary, provided a written instruction setting forth the desired change is received by the Administrator prior to the Participant’s death.

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(ii) If payments are being made to one or more designated beneficiaries, and a beneficiary dies before the entire amount due such beneficiary can be paid, an actuarially-equivalent lump sum payment of the remaining amount due such beneficiary shall be made to the estate of the beneficiary on the first day of the second quarter following such beneficiary’s death.
(iii) If Participant has failed to designate a beneficiary, or if no designated beneficiary survives the Participant, the Participant shall be deemed to have designated the Participant’s estate as beneficiary.

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Appendix C — Amount of Benefit — Pre January 1, 2006
Amount of Retirement Benefit — Directors who cease Service before January 1, 2006.
Section 1. Retirement Benefit.
(a) Subject to the following provisions of this Appendix C and Article III, a Participant who ceased to be a Director prior to January 1, 2006 after attaining at least age 65 and after completing at least 5 Years of Service was entitled to receive a Retirement Benefit from the AIM Funds equal to seventy-five percent (75%) of the Participant’s Compensation, payable in quarterly installments for a period of years equal to his Years of Service, up to a maximum of ten (10) Years of Service.
(b) All Participants eligible for benefits pursuant to paragraph (a) above commenced receipt of their Retirement Benefits prior to the Effective Date.
Section 2. Death of a Participant.
(a) If a Participant receiving his Retirement Benefit pursuant to this Appendix C dies prior to complete payment of such Retirement Benefit, a portion of the remainder of his Retirement Benefit shall be paid to his surviving spouse at the same time as the Participant, for the same remaining period as the Participant but in a reduced amount equal to 50% of the quarterly amount payable to the Participant at the time of his death. If a Participant dies without a surviving spouse, or his surviving spouse dies before payment of the 50% survivor portion of the Participant’s Retirement Benefit is complete, any remaining portion of his Retirement Benefit will be forfeited. No death benefit under this Appendix C shall be paid to an estate or to any person who is not a surviving spouse.
(b) A Participant’s “surviving spouse” for purposes of this Appendix C shall be the person to whom he is legally married on the date of his death.

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AIM FUNDS
RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES
Elections pursuant to Appendix B
1. Payment Election
Pursuant to Appendix B, Section 1(c) of the AIM Funds Retirement Plan for Eligible Directors/Trustees, as amended and restated effective as of January 1, 2008:
      I hereby elect that if I leave the board before age 72, I want my benefits to commence at my attainment of age ___ [specify an age from 65 to 72] 1
I understand that if I do not make this election, payments will commence after I retire from the board and attain age 72.
2. Death Benefit Payment Election
Pursuant to Appendix B, Section 2(a) of the AIM Funds Retirement Plan for Eligible Directors/Trustees, as restated effective as of January 1, 2008:
      if I should die before I have received the entire amount of the Retirement Benefit, I elect to have any Retirement Benefit still payable at the time of my death paid to my beneficiary in a lump sum (discounted to the net present value of total benefits calculated with reference to the current yield of 10-year bonds on the Bloomberg Municipal AAA-rated Tax Exempt General Obligation 10-year Bond Index (the “Index”) as reported on the 10th business day following my death) 60 days following my death. If the Index is not available as of the date of calculation, the Plan Administrator may select a suitable and appropriate substitute.
I understand that if I do not make this election, then any Retirement Benefit still payable at the time of my death will be paid to my designated beneficiary at the same time, for the same (remaining) period and in the same amount as would have been paid to me had the Participant lived to receive his full Retirement Benefit.
I understand that these elections are irrevocable.
             
Dated: December                      , 2008
     
 
Signature
Name of Director:
   
 
1   Note: payments will not commence until the Trustee retires from the board.

 


 

AIM FUNDS
RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES
Beneficiary Designation Form Pursuant to Section 3.3 and Appendix B
          With respect to the AIM Funds Retirement Plan for Eligible Directors/Trustees (as amended and restated effective as of January 1, 2008) (the “Retirement Plan”):
          I hereby revoke any prior designation of Beneficiary under the Retirement Plan, and designate the following as my Primary and/or Contingent Beneficiary or Beneficiaries under the Retirement Plan. 2 I hereby make the following beneficiary designations:
I. Primary Beneficiary
          I hereby appoint the following as my Primary Beneficiary(ies) to receive at my death the amounts payable with respect to my service in accordance with Appendix B of the Retirement Plan and my election pursuant thereto. If I am survived by more than one Primary Beneficiary, the Primary Beneficiaries shall share in such payments as follows (in percentages, the sum of which must equal 100%):
         
Name & Address
  Relationship 3   Percentage Share
 
       
II. Secondary (Contingent) Beneficiary
          If no Primary Beneficiaries survive me at the date of my death, I hereby appoint the following as Secondary (Contingent) Beneficiary(ies) to receive payments under the Retirement Plan. If I am survived by more than one Secondary Beneficiary, such Secondary Beneficiaries shall share in such payments as follows:
         
Name & Address
  Relationship 3   Percentage Share
 
       
 
2   A Trustee may designate any person or a Trust as a Beneficiary.
 
3   For aid in identification only.

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III. I understand that:
  1.   I may revoke or amend the above designations at any time without the consent of any beneficiary;
 
  2.   If I am not survived by a Primary or Contingent Beneficiary, I will be deemed to have designated my estate as my primary beneficiary.
     This designation shall be effective when received by the Retirement Plan Administrator and will remain effective until replaced by a properly filed new designation.
             
Dated:                      , 20__
     
 
Signature
Name of Director:
   
RECEIVED:                           (date)
         
AIM Funds
       
         
By:
       
Title:
 
 
   
 
 
 
   

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INVESCO FUNDS
TRUSTEE DEFERRED COMPENSATION AGREEMENT
               AGREEMENT, made on this _____ day of ___________, 20____, by and between the registered management investment companies contained in the Invesco Funds Complex listed on Appendix A hereto (each, a “Fund”), and ____________________________ (the “Trustee”) residing at ____________________.
               WHEREAS, the undersigned has been elected or appointed to serve as a Trustee of the Funds; and
               WHEREAS, the Funds and the Trustee desire to enter into an agreement whereby the Funds provide to the Trustee a vehicle under which the Trustee will defer receipt of directors’ fees payable by the Funds.
               NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, the Funds and the Trustee hereby agree as follows:
1   DEFINITION OF TERMS AND CONSTRUCTION
1.1 Definitions . Unless a different meaning is plainly implied by the context, the following terms as used in this Agreement shall have the following meanings:
  (a)   409A ” shall mean section 409A of the Code, and any regulations adopted thereunder.
 
  (b)   Invesco Funds Complex ” means any two or more registered investment companies that (i) hold themselves out to investors as related companies for purposes of investment and investor services and (ii) have a common investment adviser or principal underwriter, or have as investment advisers or principal underwriters companies that are affiliated with each other, and includes all funds comprising the AIM Funds Complex as of April 29, 2010.
 
  (c)   Beneficiary ” shall mean such person or persons designated pursuant to Section 4.4 hereof to receive benefits after the death of the Director.
 
  (d)   Boards of Trustees ” shall mean the respective Boards of Trustees of the Funds.
 
  (e)   Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.

 


 

  (f)   Compensation ” shall mean the amount of trustees’ fees paid by each of the Funds to the Trustee during a Deferral Year prior to reduction for Compensation Deferrals made under this Agreement.
 
  (g)   Compensation Deferral ” shall mean the amount or amounts of the Trustee’s Compensation deferred under the provisions of Section 2 of this Agreement.
 
  (h)   Deferral Accounts ” shall mean the bookkeeping accounts maintained to reflect the Trustee’s Compensation Deferrals made pursuant to Section 2 hereof (or pursuant to any prior agreement) and any other credits or debits thereto.
 
  (i)   Deferral Election Form ” shall mean the form attached to this Agreement as Exhibit A, as modified from time to time.
 
  (j)   Deferral Year ” shall mean each calendar year (or portion thereof) during which the Trustee makes, or is entitled to make, Compensation Deferrals under Section 2 hereof.
 
  (k)   Disability ” shall mean a condition under which a Trustee is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, as determined pursuant to 409A.
 
  (l)   Fund ” shall mean each series portfolio of any Trust for which the Trustee serves as Trustee that is part of the Invesco Funds Complex.
 
  (m)   Hardship ” shall mean any unforeseeable emergency resulting in a several financial hardship to the Trustee within the meaning of 409A, as determined by the Plan Administrator or its delegatee in accordance with written Hardship Procedures adopted by the Boards of Trustees.
 
  (n)   Modification Form ” shall mean the form attached to this Agreement as Exhibit B, as modified from time to time.
 
  (o)   Payment Date ” shall mean the specified day on which payment of the Trustee’s Deferral Account is to be made or commence. Payment actually made within the grace period permitted under 409A shall be deemed to be made on the applicable Payment Date.
 
  (p)   Payment Form ” shall mean the manner of payment as specified in Section 2.5.
 
  (q)   Plan Administrator ” shall mean the Governance Committee of the Boards of Trustees, and any person designated by the Boards of Trustees of the Funds to administer the Funds’ deferred compensation arrangements as

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      contemplated in this Agreement. The Governance Committee initially delegates the performance of obligations of the Plan Administrator under this Agreement to Invesco Advisers, Inc., subject to oversight of the Governance Committee.
 
  (r)   Retirement ” shall mean the date the Trustee ceases service as a Trustee of the Funds, interpreted in accordance with Treas. Reg. § 1.409A-1(h).
 
  (s)   Retirement Plan” shall mean the “AIM Funds Retirement Plan for Eligible Directors/Trustees.”
 
  (t)   Valuation Date ” shall mean the last business day of each calendar year and any other day upon which the Funds makes valuations of the Deferral Accounts.
1.2 Plurals and Gender . Where appearing in this Agreement the singular shall include the plural and the masculine shall include the feminine, and vice versa, unless the context clearly indicates a different meaning.
1.3 Directors and Trustees . Where appearing in this Agreement, “Director” shall also refer to “Trustee” and “Board of Directors” shall also refer to “Board of Trustees.”
1.4 Headings . The headings and sub-headings in this Agreement are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof.
1.5 Separate Agreement for Each Fund . This Agreement is drafted, and shall be construed, as a separate agreement between the Trustee and each Fund.
2   PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED
2.1 Commencement of Compensation Deferrals . The Trustee may elect, by completing the Deferral Election Form provided in Exhibit A and submitting the Deferral Election Form to the Plan Administrator, to commence Compensation Deferrals under Section 2.3 hereof.
2.2 Termination of Deferrals . The Trustee shall not be eligible to make Compensation Deferrals after the date on which he ceases to serve as a Trustee of the Funds.
2.3 Compensation Deferral Elections .
  (a)   Before the first day of any Deferral Year, the Trustee may elect, on the Deferral Election Form attached as Exhibit A, to defer the receipt of all or a portion of the Trustee’s Compensation for services performed during such Deferral Year; provided, however , that a Trustee newly appointed as Trustee to the Funds may make a deferral election with respect to Compensation payable for services to be performed after the election if

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      such new Trustee submits a Deferral Election Form to the Plan Administrator within 30 days of commencing service as a Trustee.
 
  (b)   Any Deferral Election Form must set forth in writing the following information:
  (i)   the percentage amount of the Trustee’s desired Compensation Deferral;
 
  (ii)   the Payment Date for the Trustee’s Deferral Account, from among the options provided in Section 2.4; and
 
  (iii)   the Payment Form for the Trustee’s Deferral Account, from among the options provided in Section 2.5.
  (c)   Compensation Deferrals shall continue in effect for all subsequent Deferral Years, unless modified (including to zero) as provided below.
 
  (d)   Compensation Deferrals shall be withheld from each payment of Compensation by the Funds to the Trustee based upon the percentage amount elected by the Trustee under this Section 2.3.
 
  (e)   The Trustee may modify the amount of his Compensation Deferrals on a prospective basis by submitting to the Plan Administrator a Modification Form, which will apply, with respect to the percentage amount of the deferral, as of the first day of the next Deferral Year that begins after the date the Modification Form revision is received by the Plan Administrator.
 
  (f)   When the deadline for making a Deferral Election expires, elections made with respect to such Deferral Year shall be irrevocable.
2.4 Payment Date .
  (a)   A Trustee’s Payment Date shall be the first day of the calendar quarter after one of the following (at the Trustee’s election):
  (i)   a specified date;
 
  (ii)   the Trustee’s termination of service as a Trustee;
 
  (iii)   the earlier of (a) or (b); or
 
  (iv)   the later of (a) or (b).
  (b)   If a Trustee fails to elect a Payment Date, the Trustee shall be deemed to have selected the Trustee’s termination of service as a Trustee (Section 2.4(a)(i) above).
2.5 Payment Form . A Trustee may elect one of the following Payment Forms:

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  (a)   lump sum; or
 
  (b)   quarterly payments over a period of five or ten years.
If a Trustee fails to elect a Payment Form, the Trustee shall be deemed to have selected (a) above. For purposes of 409A, each installment under (b) above shall be considered a separate payment.
2.6 Single Payment Date/Form . All compensation deferred under this Agreement shall be paid on the same Payment Date and in the same Payment Form.
2.7 Modifications to Payment Date and Payment Form.
  (a)   A Trustee may change the Payment Date or Payment Form for payment of the Trustee’s Compensation Deferrals by submitting a Modification Form to the Plan Administrator. Changes to Payment Date or Payment Form will be applied so long as:
  (i)   With respect to such changes:
  (1)   the Modification Form provides for a new Payment Date that is at least five years later than the original Payment Date (determined in accordance with 409A);
 
  (2)   the Modification Form is submitted to the Plan Administrator at least twelve months prior to the original Payment Date; and
 
  (3)   the Modification Form has been in place for at least twelve months before payment would have been due under the prior Deferral Election Form; and
  (ii)   payment in accordance with the changes would not violate 409A.
  (b)   If the provisions of this Section 2.7 are not satisfied, then the Plan Administrator shall make payments in accordance with the previously effective Deferral Election Form or previously effective Modification Form, if any.
3   MAINTENANCE OF DEFERRAL ACCOUNTS; VALUATION
3.1 Deferral Accounts . Each Fund shall establish one or more bookkeeping Deferral Accounts to which will be credited an amount equal to the Trustee’s Compensation Deferrals under this Agreement made with respect to Compensation earned from each such Fund. Compensation Deferrals shall be allocated to the Deferral Accounts on the first business day following the date such Compensation Deferrals are withheld from the Trustee’s Compensation. Compensation Deferrals in consecutive years shall be allocated to a single Deferral Account for each Trustee . As of the date of this Agreement, the

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Deferral Accounts also shall be credited with the amounts credited to the Trustee under each other outstanding elective deferred compensation agreement entered into by and between the Funds and the Trustee which is superseded by this Agreement pursuant to Section 6.11 hereof. The Deferral Accounts shall be debited to reflect any distributions from such Accounts. Such debits shall be allocated to the Deferral Accounts as of the date such distributions are made.
3.2 Valuation . As of each Valuation Date, income, gain and loss equivalents (determined as if the Deferral Accounts are invested in the manner set forth under Section 3.3, below) attributable to the period following the next preceding Valuation Date shall be credited to and/or deducted from the Trustee’s Deferral Accounts.
3.3 Investment of Deferral Account Balances .
  (a)   Investment Designations.
  (i)   The Trustee may designate, from various options made available by the Funds, the investment media in which all or part of his Deferral Accounts shall be deemed to be invested. All investment media shall be open-ended registered investment companies that are not exchange-traded funds.
 
  (ii)   All Deferral Accounts of the Trustee shall be subject to the same investment designations and such investment designations shall apply to all compensation deferred with respect to any deferral year.
 
  (iii)   The Trustee shall make one or more deemed investment designations on the Investment Designation Form provided by the Plan Administrator (a copy of which is attached as Exhibit C) which shall remain effective until another valid direction has been made by the Trustee as herein provided. The Trustee may amend his deemed investment designations by giving written direction to the Plan Administrator in such manner and at such time as the Funds may permit, but no more frequently than quarterly on thirty (30) days’ notice prior to the end of a calendar quarter. A timely change to a Trustee’s deemed investment designations shall become effective as soon as practicable following receipt by the Plan Administrator.
 
  (iv)   The investment media deemed to be made available to the Trustee, and any limitations on the maximum or minimum percentages of the Trustee’s Deferral Accounts that may be invested any particular medium, shall be the same as from time-to-time communicated to the Trustee by the Plan Administrator.
Except as provided below, the Trustee’s Deferral Accounts shall be deemed to be invested in accordance with the Trustee’s investment

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designations, provided such designations conform to the provisions of this Section 3.3. Notwithstanding the above, the Boards of Trustees, in their sole discretion, may disregard the Trustee’s election and determine that all Compensation Deferrals shall be deemed to be invested in a Fund determined by the Boards of Trustees. If any fund in which any portion of the Trustee’s Deferral Accounts is deemed to be invested ceases to exist, such portion of the Trustee’s Deferral Accounts thereafter shall be held in the successor to such Fund, subject to subsequent deemed investment elections. The Funds shall provide an annual statement to the Trustee showing such information as is appropriate, including the aggregate amount in the Deferral Accounts, as of a reasonably current date.
4   DISTRIBUTIONS FROM DEFERRAL ACCOUNTS
4.1 Payment Date and Form . Except as otherwise provided in this Agreement, payment to the Trustee will be made on the Payment Date he or she has elected on the Deferral Election Form.
4.2 Disability or Death of a Trustee .
  (a)   If a Trustee suffers a Disability, then the balance of the Trustee’s Deferral Account shall be distributed to the Trustee in a single payment within 90 days after the Trustee’s Disability is determined to have occurred (in accordance with 409A).
 
  (b)   Upon the death of a Trustee , payment of the balance of the Trustee’s Deferral Account shall be made
  (i)   in accordance with the Payment Date and Payment Form designations submitted by the Trustee pursuant to Sections 2.4 and 2.5; or
 
  (ii)   if the Trustee has so elected at the same time as the Trustee initially elects their Payment Date and Form in accordance with Section 2.3, in a lump sum within 90 days after the Trustee’s death.
4.3 Liquidation or Dissolution . In the event of the liquidation, dissolution or winding up of a Fund or the distribution of all or substantially all of a Fund’s assets and property relating to one or more series of its shares to the shareholders of such series (for this purpose a sale, conveyance or transfer of a Fund’s assets to a trust, partnership, association or corporation in exchange for cash, shares or other securities with the transfer being made subject to, or with the assumption by the transferee of, the liabilities of the Fund shall not be deemed a termination of the Fund or such a distribution), all unpaid balances of the Deferral Accounts related to such Fund as of the effective date thereof shall be paid in a lump sum on such effective date to the extent permitted by, and in accordance with, 409A.

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4.4 Designation of Beneficiary . Each Trustee shall designate one or more Beneficiaries as indicated on Exhibit D hereto, and shall submit such Beneficiary Designation Form to the Plan Administrator. Payment shall be made to the Trustee’s designated Primary Beneficiary; if no Primary Beneficiary survives Trustee, then payment shall be made to Trustee’s Secondary Beneficiary; if no Primary or Secondary Beneficiary survives Trustee, then payment shall be made to Trustee’s estate. If no Beneficiary is designated, the Trustee shall be deemed to have designated the Trustee’s estate.
4.5 Unforeseeable Emergency . If a Trustee experiences a Hardship, the Plan Administrator may distribute to the Trustee a portion of the Trustee’s Account that does not exceed the amount necessary to satisfy such Hardship plus the amount necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such emergency is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Trustee’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). An accelerated payment in accordance with this Section 4.5 shall be requested in writing by the Trustee and approved by the Plan Administrator in accordance with written Hardship Procedures adopted by the Board of Trustees.
4.6 Payments Due Missing Persons . The Funds shall make a reasonable effort to locate all persons entitled to benefits under this Agreement. However, notwithstanding any provisions of this Agreement to the contrary, if, after a period of five (5) years from the date such benefit shall be due, any such persons entitled to benefits have not been located, their rights under this Agreement shall stand suspended. Before this provision becomes operative, the Funds shall send a certified letter to all such persons to their last known address advising them that their benefits under this Agreement shall be suspended. Any such suspended amounts shall be held by the Funds for a period of three (3) additional years (or a total of eight (8) years from the time the benefits first become payable) and thereafter, if unclaimed, such amounts shall be forfeited.
5   AMENDMENTS AND TERMINATION
5.1 Amendments .
 
  (a)   The Funds and the Trustee may, by a written instrument signed by, or on behalf of, such parties, amend this Agreement at any time and in any manner that complies with applicable law including 409A.
 
  (b)   The Funds reserve the right to amend, in whole or in part, and in any manner, any or all of the provisions of this Agreement by action of their Boards of Trustees for the purposes of complying with any provision of the Code or any other technical or legal requirements, provided that:
  (i)   No such amendment shall make it possible for any part of the Trustee’s Deferral Account to be used for, or diverted to, purposes other than for the exclusive benefit of the Trustee or the Trustee’s

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      Beneficiaries, except to the extent otherwise provided in this Agreement; and
 
  (ii)   No such amendment may reduce the amount of the Trustee’s Deferral Account as of the effective date of such amendment.
5.2 Termination . To the extent permitted by, and in accordance with 409A, the Trustee and the Funds may, by written instrument signed by, or on behalf of, such parties, terminate this Agreement with respect to all of the Funds. Following a termination of this Agreement, Deferral Accounts shall continue to be maintained in accordance with the provisions of this Agreement until the time they are paid out. If a Fund obligated to pay deferred compensation to the Trustee under this Agreement is liquidated and ceases to exist (with no legal successor), then the portion of the Trustee’s Deferral Account attributable to that Fund shall be paid to the Trustee in accordance with 409A and other applicable law governing such liquidation.
6   MISCELLANEOUS .
6.1 Rights of Creditors .
  (a)   This Agreement is unfunded. Neither the Trustee nor any other persons shall have any interest in any specific asset or assets of any Fund or any Fund in the Invesco Funds Complex by reason of any Deferral Accounts hereunder, nor any rights to receive distribution of any Deferral Accounts except and as to the extent expressly provided hereunder. The Funds shall not be required to purchase, hold or dispose of any investments pursuant to this Agreement; however, if in order to cover their obligations hereunder the Funds elect to purchase any investments the same shall continue for all purposes to be a part of the general assets and property of the respective series of the Funds, subject to the claims of their general creditors and no person other than the Funds and their respective series shall by virtue of the provisions of this Agreement have any interest in such assets other than an interest as a general creditor.
 
  (b)   This Agreement is made by and between the Trustee and each Fund, individually and not jointly. The rights of the Trustee and the Beneficiaries to the amounts held in the Deferral Accounts are separate unsecured general obligations of each of the Funds obligated to pay deferred compensation to the Trustee and shall be subject to the creditors of the respective Fund. The Plan Administrator shall maintain records that separately identify the obligation of each Fund under this Agreement.
 
  (c)   This Agreement is executed on behalf of the Funds by an officer, or other representative, of the Funds as such and not individually. Any obligation of the Funds hereunder shall be an unsecured obligation of the Funds and not of any other person.

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6.2 Agents . The Funds may employ agents and provide for such clerical, legal, actuarial, accounting, advisory or other services as it deems necessary to perform their duties under this Agreement. The Funds shall bear the cost of such services and all other expenses they incur in connection with the administration of this Agreement.
6.3 Liability and Indemnification . Except for their own gross negligence, willful misconduct or willful breach of the terms of this Agreement, the Funds shall be indemnified and held harmless by the Trustee against liability or losses occurring by reason of any act or omission of the Funds or any other person.
6.4 Incapacity . If any officer, Trustee or other designated representative of the Funds shall receive evidence satisfactory to them that the Trustee or any Beneficiary entitled to receive any benefit under the Agreement is, at the time when such benefit becomes payable, a minor, or is physically or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or an institution is then maintaining or has custody of the Trustee or Beneficiary and that no guardian, committee or other representative of the estate of the Trustee or Beneficiary shall have been duly appointed, the Funds may make payment of such benefit otherwise payable to the Trustee or Beneficiary to such other person or institution, including a custodian under a Uniform Gifts to Minors Act, or corresponding legislation (who shall be an adult, a guardian of the minor or a trust company), and the release of such other person or institution shall be a valid and complete discharge for the payment of such benefit.
6.5 Cooperation of Parties . All parties to this Agreement and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out this Agreement or any of its provisions.
6.6 Governing Law . This Agreement is made and entered into in the State of Texas and all matters concerning its validity, construction and administration shall be governed by the internal laws of the State of Texas.
6.7 No Guarantee of Trusteeship . Nothing contained in this Agreement shall be construed as a contract or guarantee of the right of the Trustee to be, or remain as, a trustee of any of the Funds or to receive any, or any particular rate of, Compensation from any of the Funds.
6.8 Counsel . The Funds may consult with legal counsel with respect to the meaning or construction of this Agreement, their obligations or duties hereunder or with respect to any action or proceeding or any question of law, and they shall be fully protected with respect to any action taken or omitted by them in good faith pursuant to the advice of legal counsel.
6.9 Spendthrift Provision. The Trustee’s and Beneficiaries’ interests in the Deferral Accounts may not be anticipated, sold, encumbered, pledged, mortgaged, charged, transferred, alienated, assigned nor become subject to execution, garnishment or

10


 

attachment and any attempt to do so by any person shall render the Deferral Accounts immediately forfeitable.
6.10 Notices . For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or mailed by United States registered or certified mail, return receipt requested, postage prepaid, or by any nationally recognized overnight delivery service providing for a signed return receipt, addressed to the Trustee at the home address set forth in the Funds’ records and to the Funds at the address set forth on the first page of this Agreement, provided that all notices to the Funds shall be directed to the attention of the Plan Administrator or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.
6.11 Entire Agreement . This Agreement contains the entire understanding between the Trust and the Trustee with respect to the payment of non-qualified elective deferred compensation by the Trust to the Trustee pursuant to an election hereunder. Effective for Agreements executed on or before December 31, 2008, the Agreement replaces, and supersedes, all other non-qualified elective deferred compensation agreements by and between the Trustee and the Funds prior to such date.
6.12 Interpretation of Agreement. Interpretations of, and determinations (including factual determinations) related to, this Agreement made by the Funds in good faith, including any determinations of the amounts of the Deferral Accounts, shall be conclusive and binding upon all parties; and the Funds shall not incur any liability to the Trustee for any such interpretation or determination so made or for any other action taken by it in connection with this Agreement in good faith. This Agreement shall be interpreted and administered in all respects in accordance with the requirements of 409A, regardless of whether the affected provision makes specific reference to 409A.
6.13 Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the Funds and their successors and assigns and to the Trustee and his or her heirs, executors, administrators and personal representatives.
6.14 Severability. In the event any one or more provisions of this Agreement are held to be invalid or unenforceable, such illegality or unenforceability shall not affect the validity or enforceability of the other provisions hereof and such other provisions shall remain in full force and effect unaffected by such invalidity or unenforceability.
6.15 Execution in Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
The Funds

11


 

                 
 
      By:        
 
Witness
      Name:  
 
   
 
      Title:        
             
 
Witness
     
 
Trustee
   

12


 

APPENDIX A
      For the purposes of the Deferred Compensation Agreement, “Invesco Funds” shall mean each of the regulated investment companies constituting classes or series of shares of the following entities:
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
INVESCO CALIFORNIA INSURED MUNICIPAL INCOME TRUST
INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES
INVESCO HIGH YIELD INVESTMENTS FUND
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

2


 

EXHIBIT A
INVESCO FUNDS
TRUSTEE DEFERRED COMPENSATION AGREEMENT
DEFERRAL ELECTION FORM
               With respect to the Trustee Deferred Compensation Agreement (the “Agreement”) dated as of _______________ by and between the undersigned and the Invesco Funds, I hereby make the following Deferral Election:
I.   Deferral of Compensation
Starting with Compensation to be paid to me with respect to services provided by me to the Invesco Funds for the next Deferral Year commencing January 1, 20__ [insert year] or, if I am a newly appointed Trustee, after the date hereof (provided I make this Deferral Election) within 30 days of my appointment to the Board of Trustees, I hereby elect that _______________ percent (_______%) of my Compensation (as defined under the Agreement) be reduced and that the Fund establish and maintain a Deferral Account in accordance with the Agreement.
I understand that this election will remain in effect with respect to Compensation I earn in subsequent years unless I modify or revoke it by submitting a Modification Form. I understand that any Modification Form will be effective only prospectively and will become effective as to Compensation I earn in the calendar year that begins after the Modification Form is received by the Plan Administrator.
II.   Payment Date Election
I hereby designate the first day of the calendar quarter following the designated event below as my Payment Date for the amounts credited to my Deferral Account pursuant to the Agreement [place an “X” preceding your choice and fill in the missing information, as applicable]:
____ (a) ___________ 1, ____. [Insert any date at least two years after this deferral election is made]
____ (b) Termination of my services as a Trustee with respect to all Funds.
____ (c) The later of (a) ______________ 1, _____ [fill in month and year from (a) above] or (b) termination of my service as a Trustee with respect to all Funds.
____ (d) The earlier of (a) _____________ 1, _____ [fill in month and year from (a) above] or (b termination of my service as a Trustee with respect to all Funds.
Note : administrative delays in making the actual payment consistent with 409A will not affect the Payment Date.
Page A-1

 


 

I understand that any future decision I make to change the Payment Date of amounts already deferred must be made at least 12 months before the scheduled payment date and must defer payment for at least five years after the amount would otherwise have been paid. Notwithstanding any statement to the contrary in the Agreement, amounts deferred cannot be paid to me or on my behalf prior to the Payment Date elected herein except on account of Hardship.
III.   Payment Form Election
I hereby designate one of the following as my Payment Method for the amounts credited to my Deferral Account pursuant to the Agreement [place an “X” preceding your choice and fill in the missing information, as applicable]:
____ A lump sum payment.
____ Quarterly installments for a period of ____ [ pick either 5 or 10 ] years.
I understand that for purposes of modifications to payment form, each installment stands alone (e.g., to change installments to a lump sum, the lump sum must be deferred to five years after the last installment payment would have been made).
IV.   Death Benefit Payment Date and Form

                                         
          [Sign here]
If I die before I have received the entire amount credited to my Deferral Account, I elect to have the balance of my Deferral Account paid to my beneficiar(y)(ies) in a lump sum within 90 days following my death.
I understand that if I do not make this election, then any amount credited to my Deferral Account at the time of my death will be paid to my designated beneficiary at the same time, for the same (remaining) period and in the same amount as would have been paid to me had I lived to receive my Deferral Accounts in full.
I understand that this election is irrevocable.
V.   Representations of Trustee
I understand that the amounts credited to my Deferral Account remain the general assets of the Invesco Funds and that, with respect to the payment of such amounts, I am merely a general creditor of the Invesco Funds. I may not sell, encumber, pledge, assign or otherwise alienate the amounts credited to my Deferral Account.
I understand that my Deferral Elections and investment of my Deferral Account may be limited in accordance with policies adopted by the Board of Trustees from time to time, including, but not limited to, policies limiting deferral of fees allocable to service as a Trustee to particular funds.
Page A-2

 


 

I hereby agree that the terms of the Agreement, as effective as of December 31, 2008, are incorporated herein and are made a part hereof.
Dated:                     
                 
TRUSTEE:       RECEIVED:    
 
               
             
        The Governance Committees of the Funds in the Invesco Fund Complex,    
 
               
 
      By:        
 
         
 
   
 
               
 
      Date:        
 
         
 
   
Page A-3

 


 

EXHIBIT B
INVESCO FUNDS
TRUSTEE DEFERRED COMPENSATION AGREEMENT
MODIFICATION FORM
               With respect to the Trustee Deferred Compensation Agreement (the “Agreement”) by and between the undersigned and the Invesco Funds, I hereby make the following modifications to my prior deferral elections:
I.   Modification of Deferral Percentage
Starting with Compensation to be paid to me with respect to services provided by me to the Invesco Funds for the next Deferral Year commencing January 1, 20__ [insert year], I hereby elect that _______________ percent (_______%) 1 of my Compensation (as defined under the Agreement) be reduced and that the Fund establish and maintain a Deferral Account in accordance with the Agreement.
I understand that this election will remain in effect with respect to Compensation I earn in subsequent years unless I modify or revoke it by submitting a new Modification Form. I understand that any Modification Form will be effective only prospectively and will become effective as to Compensation I earn in the calendar year that begins after the Modification Form is received by the Plan Administrator.
II.   Modification of Payment Date
I hereby modify my prior Payment Date and designate the first day of the calendar quarter following the event designated below as my new Payment Date for the amounts credited to my Deferral Account [ place an “X” preceding your choice and fill in the missing information, as applicable ]:
____ (a) ___________ 1, ____. [ Select the first month in any calendar quarter, and insert any year at least five years after your previously designated date]
____ (b) Termination of my service as a Trustee with respect to all Funds.
____ (c) The later of (a) ______________ 1, _____ [ fill in month and year from (a) above ] or (b) termination of my service as a Trustee with respect to all Funds.
____ (d) The earlier of (a) _____________ 1, _____ [ fill in month and year from (a) above ] or (b) termination of my service as a Trustee with respect to all Funds.
 
1   To stop deferrals of compensation, enter “zero” and “0” in these blanks.
Page B-1

 


 

Note:
(i) Any change in Payment Date cannot accelerate a payment. If you have elected installment payments and would like to change to a lump sum, your earliest payment date would be five years after the date the last installment payment would have been made.
(ii) Any change in Payment Date must be received by the Plan Administrator at least 12 months before the payment would have otherwise been made and be effective for at least 12 months before payment is made. For example, if you elected a lump sum payment in July 2012, your Modification Form must be received by July 2011.
(iii) Any change in Payment Date must defer payment for at least five years after the amount would otherwise have been paid, interpreted in accordance with regulations adopted under 409A. For example, if you elected a lump sum in July 2012, you must defer the receipt of the payment until at least July 2017.
III.   Payment Form Election
I hereby modify my Payment Form election and designate the following as my Payment Form for the amounts credited to my Deferral Account [ place an “X” preceding your choice and fill in the missing information, as applicable ]:
____ A lump sum payment.
____ Quarterly installments for a period of ____ [ pick either 5 or 10 ] years.
I understand that for purposes of modifications to the Payment Form, each installment stands alone (e.g., to change installments to a lump sum, the lump sum must be deferred to five years after the last installment payment would have been made). I understand that any future decision I make to change the Payment Form is subject to restrictions on acceleration and mandatory deferrals pursuant to applicable provisions of the Internal Revenue Code.
Note: Please contact counsel to the Independent Trustees to confirm that your desired change in Payment Date or Payment Form will comply with 409A.
I understand that my Deferral Elections and investment of my Deferral Account may be limited in accordance with policies adopted by the Board of Trustees from time to time, including, but not limited to, policies limiting deferral of fees allocable to service as a Trustee to particular funds.
[remainder of page left blank]
Page B-2

 


 

I hereby agree that the terms of the Agreement, as effective as of ________ __, 2010, are incorporated herein and are made a part hereof.
Dated:                     
                 
TRUSTEE:       RECEIVED:    
 
               
             
        The Governance Committees of the Funds in the Invesco Fund Complex,    
 
               
 
      By:        
 
         
 
   
 
               
 
      Date:        
 
         
 
   
Page B-3

 


 

EXHIBIT C
INVESCO FUNDS
TRUSTEE DEFERRED COMPENSATION AGREEMENT
INVESTMENT DESIGNATION FORM
          With respect to the Trustee Deferred Compensation Agreement (the “Agreement”) by and between the undersigned and the Invesco Funds:
I. Designation of Investments
          I hereby elect that my Deferral Account be considered to be invested as follows (in multiples of 10%) (total must equal 100%) :
Apply the following designations to:
             
 
  Yes   No    
 
  o   o   newly deferred amounts 2 (amounts deferred after the date this form is received by Invesco Funds)
 
 
  o   o   all amounts ( rebalancing ) 3
                 
Name of Fund   ___ %   Name of Fund   ___ %    
 
  ___%       ___%    
 
               
 
  ___%       ___%    
 
               
 
  ___%       ___%    
 
               
 
  ___%       ___%    
 
               
 
  ___%       ___%    
 
               
 
2   If you select “ newly deferred amounts ”, then from the date of the first payment to be deferred in the calendar quarter following receipt of the designation form, deferred amounts will be deemed invested in those Funds, but previously deferred amounts will continue to be deemed to be invested in accordance with your earlier designations.
 
3   If you select “ rebalancing ,” the entire amount standing credited to your account will be re-allocated in accordance with your new designations the following calendar quarter following receipt of the designation form. Any newly deferred amounts will be deemed invested with these new designations from the date of the first payment to be deferred in the calendar quarter following receipt of the designation form.
Note: all funds must be open-ended funds that are not ETFs.

Page C- 1


 

II. Changes to Existing Designations
          Please change my existing designations by effecting the following transfers:
                         
Transfer
      % of       Fund into       Fund
 
                       
Transfer
      % of       Fund into       Fund
 
                       
Transfer
      % of       Fund into       Fund
 
                       
Transfer
      % of       Fund into       Fund
 
                       
Transfer
      % of       Fund into       Fund
 
                       
Transfer
      % of       Fund into       Fund
 
                       
Transfer
      % of       Fund into       Fund
 
                       
          I acknowledge that I may change these Investment Designations quarterly upon 30 days notice, by submitting a new Investment Designation Form to the Plan Administrator. I also acknowledge that the Funds have reserved the right to disregard my Investment Designations and consider my Deferral Account to be deemed to be invested in a fund of its choosing.
Dated:                     
                     
TRUSTEE:       RECEIVED:
 
                   
           
        The Governance Committees of the Funds in the Invesco Fund Complex,
 
                   
 
      By:            
 
      Date:  
 
       
 
         
 
       

Page C-2


 

EXHIBIT D
INVESCO FUNDS
TRUSTEE DEFERRED COMPENSATION AGREEMENT
BENEFICIARY DESIGNATION FORM
          With respect to the Trustee Deferred Compensation Agreement (the “Agreement”) by and between the undersigned and the Invesco Funds:
I hereby revoke any prior designation of beneficiary(ies), if applicable, and make the following beneficiary designations: 4
I. Primary Beneficiary
I hereby appoint the following as my Primary Beneficiary(ies) to receive at my death the amounts credited to my Deferral Account under the Agreement. If I am survived by more than one Primary Beneficiary, such Primary Beneficiaries shall share equally in such amounts unless I indicate otherwise on this form:
             
Name
  Share   Address   Relationship 5
 
           
II. Secondary Beneficiary
     I hereby appoint the following as Secondary Beneficiary(ies) to receive death benefits under the Agreement if none of my Primary Beneficiaries survive me. If I am survived by more than one Secondary Beneficiary, such Secondary Beneficiaries shall share equally unless I indicate otherwise on this form:
             
Name
  Share   Address   Relationship 5
 
           
[continued on next page]
 
4   A Trustee may designate any person or a Trust as a Beneficiary.
 
5   For aid in identification only.

Page D- 1


 

I understand that (i) if none of my Primary or Secondary Beneficiaries survive me then payment will be made to my estate; and (ii) if I do not properly designate a Beneficiary, under the Agreement, I will be deemed to have designated my estate as my Primary Beneficiary.
I understand that I may revoke or amend the above designations at any time. I further understand that if I am not survived by a Primary or Secondary Beneficiary, my Beneficiary shall be as set forth under the Agreement.
Dated:                     
                     
TRUSTEE:       RECEIVED:
 
                   
         
        The Governance Committees of the Funds in the Invesco Fund Complex,
 
                   
 
      By:            
 
         
 
       
 
                   
 
      Date:            
 
         
 
       

Page D- 2

AMENDMENT NUMBER 2 TO THE FOURTH AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
This Amendment, dated as of July 1, 2011, is made to the Fourth Amended and Restated Transfer Agency and Service Agreement dated July 1, 2010, (the “Agreement”) between AIM Investment Funds (Invesco Investment Funds) (the “Fund”) and Invesco Investment Services, Inc. (the “Transfer Agent”) pursuant to Article 11 of the Agreement.
WITNESSETH:
     WHEREAS, the parties desire to amend the Agreement to lower the per account fee by $1.00.
     NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows;
Schedule A of the Agreement is hereby amended and restated to read in its entirety as set forth below:
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) $18.60 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 may 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 $750, or such amount as may be adjusted by the Transfer Agent for any year depending on various factors, including market conditions (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. Decision by the Transfer Agent to charge or not charge the Small Account Fee generally will be applied uniformly across a share class of the Funds. 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.
      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.
 
  (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.
     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.”
     All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
         
  AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
 
 
  By:   /s/ John M. Zerr    
    Name:   John M. Zerr   
    Title:   Senior Vice President   
 
         
ATTEST:
 
   
/s/ Vilma Valdez      
Assistant Secretary     
     
 
         
  INVESCO INVESTMENT SERVICES, INC.
 
 
  By:   /s/ William J. Galvin, Jr.    
    Name:   William J. Galvin, Jr.   
    Title:   President   
 
         
ATTEST:
 
   
/s/ Vilma Valdez      
Assistant Secretary     
     
 

 

AMENDMENT NO. 9
TO
SECOND AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT
     This Amendment dated as of May 31, 2011, amends the Second Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2006, by and between Invesco Advisers, Inc., a Delaware corporation, and AIM Investment Funds (Invesco Investment Funds), a Delaware statutory trust, is hereby amended as follows:
W I T N E S S E T H:
     WHEREAS, the parties agree to amend the Agreement to add a new portfolio — Invesco Emerging Markets Equity Fund;
     NOW, THEREFORE, the parties agree as follows;
     Appendix A of the Agreement is hereby deleted in its entirety and replaced with the following:
“APPENDIX A
TO
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
     
Portfolios   Effective Date of Agreement
Invesco Balanced-Risk Allocation Fund
  May 29, 2009
Invesco Balanced-Risk Commodity Strategy Fund
  November 29, 2010
Invesco China Fund
  July 1, 2006
Invesco Developing Markets Fund
  July 1, 2006
Invesco Emerging Market Local Currency Debt Fund
  June 14, 2010
Invesco Emerging Markets Equity Fund
  May 31, 2011
Invesco Global Health Care Fund
  July 1, 2006
Invesco International Total Return Fund
  July 1, 2006
Invesco Japan Fund
  July 1, 2006
Invesco LIBOR Alpha Fund
  July 1, 2006
Invesco Endeavor Fund
  July 1, 2006
Invesco Global Fund
  July 1, 2006
Invesco Small Companies Fund
  July 1, 2006
Invesco Commodities Strategy Fund
  February 12, 2010
Invesco Global Advantage Fund
  February 12, 2010
Invesco Global Dividend Growth Securities Fund
  February 12, 2010
Invesco Health Sciences Fund
  February 12, 2010
Invesco Pacific Growth Fund
  February 12, 2010
Invesco Van Kampen Emerging Markets 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

 


 

The Administrator may receive from each Portfolio reimbursement for costs or reasonable compensation for such services as follows:
     
Rate*   Net Assets
0.023%
  First $1.5 billion
0.013%
  Next $1.5 billion
0.003%
  Over $3 billion
 
*   Annual minimum fee is $50,000. An additional $10,000 per class of shares is charged for each class other than the initial class. The $10,000 class fee is waived for any of the above Portfolios with insufficient assets to result in the payment of more than the minimum fee of $50,000.”
     All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.
                     
            INVESCO ADVISERS, INC.    
 
                   
Attest:
  /s/ Stephen R. Rimes       By:   /s/ John M. Zerr    
 
  Assistant Secretary          
 
John M. Zerr
   
 
              Senior Vice President    
 
                   
(SEAL)
                   
 
                   
            AIM INVESTMENT FUNDS    
            (INVESCO INVESTMENT FUNDS)    
 
                   
Attest:
  /s/ Stephen R. Rimes       By:   /s/ John M. Zerr    
 
  Assistant Secretary          
 
John M. Zerr
   
 
              Senior Vice President    
 
                   
(SEAL)
                   

2

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), Invesco California Insured Municipal Income Trust, Invesco California Quality Municipal Securities, Invesco High Yield Investments Funds, 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 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 — D), the Trusts and Invesco agree until at least the expiration date set forth on the attached Exhibits A — D (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 — D 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-D. 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 — D), 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)
INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES
INVESCO HIGH YIELD INVESTMENT FUNDS, 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
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 18, 2011
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 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     0.75 %   June 6, 2011   June 30, 2013
Class B Shares
  Contractual     1.50 %   June 6, 2011   June 30, 2013
Class C Shares
  Contractual     1.50 %   June 6, 2011   June 30, 2013
Class R Shares
  Contractual     1.00 %   June 6, 2011   June 30, 2013
Class Y Shares
  Contractual     0.50 %   June 6, 2011   June 30, 2013
Institutional Class Shares
  Contractual     0.50 %   June 6, 2011   June 30, 2013
 
                   
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 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   June 30, 2012
Class B Shares
  Contractual     1.75 %   July 1, 2009   June 30, 2012
Class C Shares
  Contractual     1.75 %   July 1, 2009   June 30, 2012
Class R Shares
  Contractual     1.25 %   July 1, 2009   June 30, 2012
Class Y Shares
  Contractual     0.75 %   July 1, 2009   June 30, 2012
Investor Class Shares
  Contractual     1.00 %   July 1, 2009   June 30, 2012
Institutional Class Shares
  Contractual     0.75 %   July 1, 2009   June 30, 2012
See page 14 for footnotes to Exhibit A.

3


 

as of July 18, 2011
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Van Kampen American Franchise Fund *
                   
Class A Shares
  Contractual     1.05 %   May 23, 2011   June 30, 2013
Class B Shares
  Contractual     1.22 % 8   May 23, 2011   June 30, 2013
Class C Shares
  Contractual     1.80 %   May 23, 2011   June 30, 2013
Class R Shares
  Contractual     1.30 %   May 23, 2011   June 30, 2013
Class Y Shares
  Contractual     0.80 %   May 23, 2011   June 30, 2013
Institutional Class Shares
  Contractual     0.80 %   May 23, 2011   June 30, 2013
 
                   
Invesco Van Kampen Equity and Income Fund *
                   
Class A Shares
  Contractual     0.82 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     0.95 % 8   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 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, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2012
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2012
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2012
 
                   
Invesco Charter Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2012
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2012
Class S Shares
  Contractual     1.90 %   September 25, 2009   February 28, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2012
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2012
See page 14 for footnotes to Exhibit A.

4


 

as of July 18, 2011
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Constellation Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2012
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2012
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2012
 
                   
Invesco Disciplined Equity Fund
                   
Class Y Shares
  Contractual     1.75 %   July 14, 2009   February 28, 2012
 
                   
Invesco Diversified Dividend Fund
                   
Class A Shares
  Contractual     0.95 %   July 18, 2011   June 30, 2013
Class B Shares
  Contractual     1.70 %   July 18, 2011   June 30, 2013
Class C Shares
  Contractual     1.70 %   July 18, 2011   June 30, 2013
Class R Shares
  Contractual     1.20 %   July 18, 2011   June 30, 2013
Class Y Shares
  Contractual     0.70 %   July 18, 2011   June 30, 2013
Investor Class Shares
  Contractual     0.95 %   July 18, 2011   June 30, 2013
Institutional Class Shares
  Contractual     0.70 %   July 18, 2011   June 30, 2013
 
                   
Invesco Summit Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2012
Class P Shares
  Contractual     1.85 %   July 1, 2009   February 28, 2012
Class S Shares
  Contractual     1.90 %   September 25, 2009   February 28, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2012
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2012
AIM Funds Group (Invesco Funds Group)
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco European Small Company Fund
                   
Class A Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2012
Class B Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2012
Class C Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2012
Class Y Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2012
 
                   
Invesco Global Core Equity Fund
                   
Class A Shares
  Contractual     1.25 %   May 23, 2011   June 30, 2013
Class B Shares
  Contractual     1.52 % 8   May 23, 2011   June 30, 2013
Class C Shares
  Contractual     2.00 %   May 23, 2011   June 30, 2013
Class R Shares
  Contractual     1.50 %   May 23, 2011   June 30, 2013
Class Y Shares
  Contractual     1.00 %   May 23, 2011   June 30, 2013
Institutional Class Shares
  Contractual     1.00 %   May 23, 2011   June 30, 2013
 
                   
Invesco International Small Company Fund
                   
Class A Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2012
Class B Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2012
Class C Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2012
Class Y Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2012
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2012
 
                   
Invesco Small Cap Equity Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2012
Class R Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2012
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2012
See page 14 for footnotes to Exhibit A.

5


 

as of July 18, 2011
AIM Growth Series (Invesco Growth Series)
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Balanced-Risk Retirement 2020 Fund 2
                   
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2012
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2012
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2012
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2012
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2012
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2012
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2012
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2012
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2012
 
                   
Invesco Balanced-Risk Retirement 2030 Fund 3
                   
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2012
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2012
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2012
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2012
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2012
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2012
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2012
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2012
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2012
 
                   
Invesco Balanced-Risk Retirement 2040 Fund 4
                   
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2012
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2012
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2012
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2012
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2012
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2012
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2012
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2012
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2012
 
                   
Invesco Balanced-Risk Retirement 2050 Fund 5
                   
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2012
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2012
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2012
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2012
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2012
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2012
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2012
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2012
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2012
 
                   
Invesco Balanced-Risk Retirement Now Fund 6
                   
Class A Shares
  Contractual     0.25 %   November 4, 2009   June 30, 2012
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.00 %   November 4, 2009   June 30, 2012
Class C Shares
  Contractual     1.00 %   November 4, 2009   June 30, 2012
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   June 30, 2012
Class R Shares
  Contractual     0.50 %   November 4, 2009   June 30, 2012
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.00 %   November 4, 2009   June 30, 2012
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   June 30, 2012
See page 14 for footnotes to Exhibit A.

6


 

as of July 18, 2011
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Convertible Securities Fund *
                   
Class A Shares
  Contractual     1.11 %   May 23, 2011   June 30, 2012
Class B Shares
  Contractual     1.86 %   May 23, 2011   June 30, 2012
Class C Shares
  Contractual     1.86 %   May 23, 2011   June 30, 2012
Class Y Shares
  Contractual     0.86 %   May 23, 2011   June 30, 2012
Institutional Class Shares
  Contractual     0.86 %   May 23, 2011   June 30, 2012
 
                   
Invesco Global Equity Fund
                   
Class A Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2012
Class B Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2012
Class C Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2012
Class R Shares
  Contractual     2.50 %   July 1, 2009   April 30, 2012
Class Y Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2012
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2012
 
                   
Invesco Growth Allocation Fund
                   
Class A Shares
  Contractual     0.37 %   June 6, 2011   June 30, 2012
Class B Shares
  Contractual     1.12 %   June 6, 2011   June 30, 2012
Class C Shares
  Contractual     1.12 %   June 6, 2011   June 30, 2012
Class R Shares
  Contractual     0.62 %   June 6, 2011   June 30, 2012
Class S Shares
  Contractual     0.27 %   June 6, 2011   June 30, 2012
Class Y Shares
  Contractual     0.12 %   June 6, 2011   June 30, 2012
Institutional Class Shares
  Contractual     0.12 %   June 6, 2011   June 30, 2012
 
                   
Invesco Income Allocation Fund
                   
Class A Shares
  Contractual     0.28 %   July 1, 2009   April 30, 2012
Class B Shares
  Contractual     1.03 %   July 1, 2009   April 30, 2012
Class C Shares
  Contractual     1.03 %   July 1, 2009   April 30, 2012
Class R Shares
  Contractual     0.53 %   July 1, 2009   April 30, 2012
Class Y Shares
  Contractual     0.03 %   July 1, 2009   April 30, 2012
Institutional Class Shares
  Contractual     0.03 %   July 1, 2009   April 30, 2012
 
                   
Invesco International Allocation Fund
                   
Class A Shares
  Contractual     0.43 %   July 1, 2009   April 30, 2012
Class B Shares
  Contractual     1.18 %   July 1, 2009   April 30, 2012
Class C Shares
  Contractual     1.18 %   July 1, 2009   April 30, 2012
Class R Shares
  Contractual     0.68 %   July 1, 2009   April 30, 2012
Class Y Shares
  Contractual     0.18 %   July 1, 2009   April 30, 2012
Institutional Class Shares
  Contractual     0.18 %   July 1, 2009   April 30, 2012
 
                   
Invesco Mid Cap Core Equity Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2012
Class R Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2012
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2012
 
                   
Invesco Moderate Allocation Fund
                   
Class A Shares
  Contractual     0.37 %   July 1, 2009   June 30, 2012
Class B Shares
  Contractual     1.12 %   July 1, 2009   June 30, 2012
Class C Shares
  Contractual     1.12 %   July 1, 2009   June 30, 2012
Class R Shares
  Contractual     0.62 %   July 1, 2009   June 30, 2012
Class S Shares
  Contractual     0.27 %   September 25, 2009   June 30, 2012
Class Y Shares
  Contractual     0.12 %   July 1, 2009   June 30, 2012
Institutional Class Shares
  Contractual     0.12 %   July 1, 2009   June 30, 2012
 
                   
Invesco Moderately Conservative Allocation Fund
                   
Class A Shares
  Contractual     0.39 %   July 1, 2009   June 30, 2012
Class B Shares
  Contractual     1.14 %   July 1, 2009   June 30, 2012
Class C Shares
  Contractual     1.14 %   July 1, 2009   June 30, 2012
Class R Shares
  Contractual     0.64 %   July 1, 2009   June 30, 2012
Class S Shares
  Contractual     0.29 %   June 6, 2011   June 30, 2012
Class Y Shares
  Contractual     0.14 %   July 1, 2009   June 30, 2012
Institutional Class Shares
  Contractual     0.14 %   July 1, 2009   June 30, 2012
See page 14 for footnotes to Exhibit A.

7


 

as of July 18, 2011
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Small Cap Growth Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2012
Class R Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2012
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2012
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   April 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 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, 2012
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2012
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2012
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
 
                   
Invesco European Growth Fund
                   
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2012
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2012
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2012
Class R Shares
  Contractual     2.50 %   July 1, 2009   February 28, 2012
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
Investor Class Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2012
 
                   
Invesco Global Growth Fund
                   
Class A Shares
  Contractual     2.25 %   May 23, 2011   February 28, 2012
Class B Shares
  Contractual     3.00 %   May 23, 2011   February 28, 2012
Class C Shares
  Contractual     3.00 %   May 23, 2011   February 28, 2012
Class Y Shares
  Contractual     2.00 %   May 23, 2011   February 28, 2012
Institutional Class Shares
  Contractual     2.00 %   May 23, 2011   February 28, 2012
 
                   
Invesco Global Small & Mid Cap Growth Fund
                   
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2012
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2012
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2012
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
 
                   
Invesco International Core Equity Fund
                   
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2012
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2012
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2012
Class R Shares
  Contractual     2.50 %   July 1, 2009   February 28, 2012
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
Investor Class Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2012
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
See page 14 for footnotes to Exhibit A.

8


 

as of July 18, 2011
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco International Growth Fund
                   
Class A Shares
  Contractual     1.40 %   May 23, 2011   June 30, 2013
Class B Shares
  Contractual     2.15 %   May 23, 2011   June 30, 2013
Class C Shares
  Contractual     2.15 %   May 23, 2011   June 30, 2013
Class R Shares
  Contractual     1.65 %   May 23, 2011   June 30, 2013
Class Y Shares
  Contractual     1.15 %   May 23, 2011   June 30, 2013
Institutional Class Shares
  Contractual     1.15 %   May 23, 2011   June 30, 2013
AIM Investment Funds (Invesco Investment Funds)
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Balanced-Risk Allocation Fund 7
                   
Class A Shares
  Contractual     1.04 %   November 4, 2009   February 28, 2012
Class B Shares
  Contractual     1.79 %   November 4, 2009   February 28, 2012
Class C Shares
  Contractual     1.79 %   November 4, 2009   February 28, 2012
Class R Shares
  Contractual     1.29 %   November 4, 2009   February 28, 2012
Class Y Shares
  Contractual     0.79 %   November 4, 2009   February 28, 2012
Institutional Class Shares
  Contractual     0.79 %   November 4, 2009   February 28, 2012
 
                   
Invesco Balanced-Risk Commodity Strategy Fund 10
                   
Class A Shares
  Contractual     1.22 %   November 29, 2010   February 28, 2012
Class B Shares
  Contractual     1.97 %   November 29, 2010   February 28, 2012
Class C Shares
  Contractual     1.97 %   November 29, 2010   February 28, 2012
Class R Shares
  Contractual     1.47 %   November 29, 2010   February 28, 2012
Class Y Shares
  Contractual     0.97 %   November 29, 2010   February 28, 2012
Institutional Class Shares
  Contractual     0.97 %   November 29, 2010   February 28, 2012
 
                   
Invesco China Fund
                   
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2012
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2012
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2012
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
 
                   
Invesco Commodities Strategy Fund* 11
                   
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     2.10 %   May 23, 2011   June 30, 2012
Class B Shares
  Contractual     2.85 %   May 23, 2011   June 30, 2012
Class C Shares
  Contractual     2.85 %   May 23, 2011   June 30, 2012
Class Y Shares
  Contractual     1.85 %   May 23, 2011   June 30, 2012
Institutional Class Shares
  Contractual     1.85 %   May 23, 2011   June 30, 2012
 
                   
Invesco Emerging Markets Equity Fund
                   
Class A Shares
  Contractual     1.85 %   May 11, 2011   June 30, 2012
Class C Shares
  Contractual     2.60 %   May 11, 2011   June 30, 2012
Class R Shares
  Contractual     2.10 %   May 11, 2011   June 30, 2012
Class Y Shares
  Contractual     1.60 %   May 11, 2011   June 30, 2012
Institutional Class Shares
  Contractual     1.60 %   May 11, 2011   June 30, 2012
 
                   
Invesco Emerging Market Local Currency Debt Fund
                   
Class A Shares
  Contractual     1.24 %   June 14, 2010   February 28, 2012
Class B Shares
  Contractual     1.99 %   June 14, 2010   February 28, 2012
Class C Shares
  Contractual     1.99 %   June 14, 2010   February 28, 2012
Class R Shares
  Contractual     1.49 %   June 14, 2010   February 28, 2012
Class Y Shares
  Contractual     0.99 %   June 14, 2010   February 28, 2012
Institutional Class Shares
  Contractual     0.99 %   June 14, 2010   February 28, 2012
See page 14 for footnotes to Exhibit A.

9


 

as of July 18, 2011
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Endeavor Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2012
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2012
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 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 Health Care Fund
                   
Class A Shares
  Contractual     1.65 %   May 23, 2011   June 30, 2012
Class B Shares
  Contractual     2.40 %   May 23, 2011   June 30, 2012
Class C Shares
  Contractual     2.40 %   May 23, 2011   June 30, 2012
Class Y Shares
  Contractual     1.40 %   May 23, 2011   June 30, 2012
Investor Class Shares
  Contractual     1.65 %   May 23, 2011   June 30, 2012
 
                   
Invesco International Total Return Fund
                   
Class A Shares
  Contractual     1.10 %   March 31, 2006   February 28, 2012
Class B Shares
  Contractual     1.85 %   March 31, 2006   February 28, 2012
Class C Shares
  Contractual     1.85 %   March 31, 2006   February 28, 2012
Class Y Shares
  Contractual     0.85 %   October 3, 2008   February 28, 2012
Institutional Class Shares
  Contractual     0.85 %   March 31, 2006   February 28, 2012
 
                   
Invesco Pacific Growth Fund *
                   
Class A Shares
  Contractual     1.88 %   February 12, 2010   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
Institutional Class Shares
  Contractual     1.63 %   May 23, 2011   June 30, 2012
 
                   
Invesco Small Companies Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2012
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2012
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 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
AIM Investment Securities Funds (Invesco Investment Securities Funds)
                     
    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, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   June 30, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   June 30, 2012
Class R Shares
  Contractual     2.25 %   July 1, 2009   June 30, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   June 30, 2012
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   June 30, 2012
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   June 30, 2012
See page 14 for footnotes to Exhibit A.

10


 

as of July 18, 2011
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Global Real Estate Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   June 30, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   June 30, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   June 30, 2012
Class R Shares
  Contractual     2.25 %   July 1, 2009   June 30, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   June 30, 2012
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   June 30, 2012
 
                   
Invesco High Yield Fund
                   
Class A Shares
  Contractual     0.89 %   June 6, 2011   June 30, 2013
Class B Shares
  Contractual     1.64 %   June 6, 2011   June 30, 2013
Class C Shares
  Contractual     1.64 %   June 6, 2011   June 30, 2013
Class Y Shares
  Contractual     0.64 %   June 6, 2011   June 30, 2013
Investor Class Shares
  Contractual     0.89 %   June 6, 2011   June 30, 2013
Institutional Class Shares
  Contractual     0.64 %   June 6, 2011   June 30, 2013
 
                   
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     0.70 %   July 1, 2011   June 30, 2012
Class B Shares
  Contractual     1.45 %   July 1, 2011   June 30, 2012
Class C Shares
  Contractual     1.45 %   July 1, 2011   June 30, 2012
Class Y Shares
  Contractual     0.45 %   July 1, 2011   June 30, 2012
Investor Class Shares
  Contractual     0.70 %   July 1, 2011   June 30, 2012
 
                   
Invesco Real Estate Fund
                   
Class A Shares
  Contractual     1.55 %   May 23, 2011   June 30, 2012
Class B Shares
  Contractual     2.30 %   May 23, 2011   June 30, 2012
Class C Shares
  Contractual     2.30 %   May 23, 2011   June 30, 2012
Class R Shares
  Contractual     1.80 %   May 23, 2011   June 30, 2012
Class Y Shares
  Contractual     1.30 %   May 23, 2011   June 30, 2012
Investor Class Shares
  Contractual     1.55 %   May 23, 2011   June 30, 2012
Institutional Class Shares
  Contractual     1.30 %   May 23, 2011   June 30, 2012
 
                   
Invesco Short Term Bond Fund
                   
Class A Shares
  Contractual     0.56 %   June 6, 2011   June 30, 2013
Class C Shares
  Contractual     0.91 % 8   March 4, 2009   June 30, 2013
Class R Shares
  Contractual     0.91 %   March 4, 2009   June 30, 2013
Class Y Shares
  Contractual     0.41 %   March 4, 2009   June 30, 2013
Institutional Class Shares
  Contractual     0.41 %   March 4, 2009   June 30, 2013
 
                   
Invesco U.S. Government Fund
                   
Class A Shares
  Contractual     1.03 %   June 6, 2011   June 30, 2012
Class B Shares
  Contractual     1.78 %   June 6, 2011   June 30, 2012
Class C Shares
  Contractual     1.78 %   June 6, 2011   June 30, 2012
Class R Shares
  Contractual     1.28 %   June 6, 2011   June 30, 2012
Class Y Shares
  Contractual     0.78 %   June 6, 2011   June 30, 2012
Investor Class Shares
  Contractual     1.03 %   June 6, 2011   June 30, 2012
Institutional Class Shares
  Contractual     0.78 %   June 6, 3011   June 30, 2012
 
                   
Invesco Van Kampen Corporate Bond Fund *
                   
Class A Shares
  Contractual     0.95 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.29 % 8   June 6, 2011   June 30, 2012
Class C Shares
  Contractual     1.65 % 8   June 6, 2011   June 30, 2012
Class R Shares
  Contractual     1.20 %   June 6, 2011   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
See page 14 for footnotes to Exhibit A.

11


 

as of July 18, 2011
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, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2012
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2012
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2012
 
                   
Invesco Gold & Precious Metals Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2012
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2012
 
                   
Invesco Leisure Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2012
Class R Shares
  Contractual     2.25 %   July 1, 2009   August 31, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2012
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2012
 
                   
Invesco Technology Fund
                   
Class A Shares
  Contractual     1.76 %   May 23, 2011   June 30, 2012
Class B Shares
  Contractual     2.51 %   May 23, 2011   June 30, 2012
Class C Shares
  Contractual     2.51 %   May 23, 2011   June 30, 2012
Class Y Shares
  Contractual     1.51 %   May 23, 2011   June 30, 2012
Investor Class Shares
  Contractual     1.76 %   May 23, 2011   June 30, 2012
Institutional Class Shares
  Contractual     1.51 %   May 23, 2011   June 30, 2012
 
                   
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 Utilities Fund
                   
Class A Shares
  Contractual     1.32 %   May 23, 2011   June 30, 2013
Class B Shares
  Contractual     2.07 %   May 23, 2011   June 30, 2013
Class C Shares
  Contractual     2.07 %   May 23, 2011   June 30, 2013
Class Y Shares
  Contractual     1.07 %   May 23, 2011   June 30, 2013
Investor Class Shares
  Contractual     1.32 %   May 23, 2011   June 30, 2013
Institutional Class Shares
  Contractual     1.07 %   May 23, 2011   June 30, 2013
 
                   
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 Van Kampen American Value Fund *
                   
Class A Shares
  Contractual     1.41 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.65 % 8   May 23, 2011   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
See page 14 for footnotes to Exhibit A.

12


 

as of July 18, 2011
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
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 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     1.03 %   May 23, 2011   June 30, 2012
Class B Shares
  Contractual     1.40 % 8   May 23, 2011   June 30, 2012
Class C Shares
  Contractual     1.78 %   May 23, 2011   June 30, 2012
Class Y Shares
  Contractual     0.78 %   May 23, 2011   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 R Shares
  Contractual     1.66 %   May 23, 2011   June 30, 2012
Class Y Shares
  Contractual     1.16 %   February 12, 2010   June 30, 2012
Institutional Class Shares
  Contractual     1.16 %   May 23, 2011   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     0.85 %   July 1, 2011   N/A 9
Class B Shares
  Voluntary     1.60 %   July 1, 2011   N/A 9
Class C Shares
  Voluntary     1.60 %   July 1, 2011   N/A 9
Class Y Shares
  Voluntary     0.60 %   July 1, 2011   N/A 9
Institutional Class Shares
  Voluntary     0.60 %   July 1, 2011   N/A 9
 
                   
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
 
                   
Invesco Van Kampen Intermediate Term Municipal Income Fund *
                   
Class A Shares
  Contractual     0.75 %   June 6, 2011   June 30, 2013
Class B Shares
  Contractual     1.50 %   June 6, 2011   June 30, 2013
Class C Shares
  Contractual     1.50 %   June 6, 2011   June 30, 2013
Class Y Shares
  Contractual     0.50 %   June 6, 2011   June 30, 2013
See page 14 for footnotes to Exhibit A.

13


 

as of July 18, 2011
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Van Kampen Municipal Income Fund *
                   
Class A Shares
  Contractual     0.83 %   June 6, 2011   June 30, 2013
Class B Shares
  Contractual     1.58 %   June 6, 2011   June 30, 2013
Class C Shares
  Contractual     1.58 %   June 6, 2011   June 30, 2013
Class Y Shares
  Contractual     0.58 %   June 6, 2011   June 30, 2013
 
                   
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 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.
 
3   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.
 
4   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.
 
5   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.
 
6   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.
 
7   Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund I, Ltd.
 
8   The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc.
 
9   Invesco may establish, amend or terminate voluntary waivers at any time in its sole discretion after consultation with the Trust.
 
10   Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund III, Ltd.
 
11   Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund II, Ltd.

14


 

as of July 18, 2011
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 3
                   
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
 
                   
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.

15


 

as of July 18, 2011
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. Balanced-Risk Allocation Fund 1
                   
Series I Shares
  Contractual     0.70 %   December 22, 2010   June 30, 2013
Series II Shares
  Contractual     0.95 %   December 22, 2010   June 30, 2013
 
                   
Invesco V.I. Basic Value Fund
                   
Series I Shares
  Contractual     1.30 %   January 1, 2005   April 30, 2012
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2012
 
                   
Invesco V.I. Capital Appreciation Fund
                   
Series I Shares
  Contractual     1.30 %   January 1, 2005   April 30, 2012
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2012
 
                   
Invesco V.I. Capital Development Fund
                   
Series I Shares
  Contractual     1.30 %   January 1, 2005   June 30, 2012
Series II Shares
  Contractual     1.45 %   January 1, 2005   June 30, 2012
 
                   
Invesco V.I. Core Equity Fund
                   
Series I Shares
  Contractual     1.30 %   January 1, 2005   April 30, 2012
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2012
 
                   
Invesco V.I. Diversified Income Fund
                   
Series I Shares
  Contractual     0.75 %   July 1, 2005   April 30, 2012
Series II Shares
  Contractual     1.00 %   July 1, 2005   April 30, 2012
 
                   
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. Global Health Care Fund
                   
Series I Shares
  Contractual     1.30 %   April 30, 2004   April 30, 2012
Series II Shares
  Contractual     1.45 %   April 30, 2004   April 30, 2012
 
                   
Invesco V.I. Global Real Estate Fund
                   
Series I Shares
  Contractual     1.30 %   April 30, 2004   April 30, 2012
Series II Shares
  Contractual     1.45 %   April 30, 2004   April 30, 2012
 
                   
Invesco V.I. Government Securities Fund
                   
Series I Shares
  Contractual     0.60 %   May 2, 2011   June 30, 2012
Series II Shares
  Contractual     0.85 %   May 2, 2011   June 30, 2012
 
1   Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund IV, Ltd.

16


 

as of July 18, 2011
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco V.I. High Yield Fund
                   
Series II Shares
  Contractual     0.80 %   May 2, 2011   June 30, 2013
Series II Shares
  Contractual     1.05 %   May 2, 2011   June 30, 2013
 
                   
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. International Growth Fund
                   
Series I Shares
  Contractual     1.11 %   May 2, 2011   June 30, 2012
Series II Shares
  Contractual     1.36 %   May 2, 2011   June 30, 2012
 
                   
Invesco V.I. Leisure Fund
                   
Series I Shares
  Contractual     1.01 %   April 30, 2004   April 30, 2012
Series II Shares
  Contractual     1.26 %   April 30, 2004   April 30, 2012
 
                   
Invesco V.I. Mid Cap Core Equity Fund
                   
Series I Shares
  Contractual     1.30 %   September 10, 2001   April 30, 2012
Series II Shares
  Contractual     1.45 %   September 10, 2001   April 30, 2012
 
                   
Invesco V.I. Money Market Fund
                   
Series I Shares
  Contractual     1.30 %   January 1, 2005   April 30, 2012
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2012
 
                   
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 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, 2012
Series II Shares
  Contractual     1.40 %   July 1, 2005   April 30, 2012
 
                   
Invesco V.I. Technology Fund
                   
Series I Shares
  Contractual     1.30 %   April 30, 2004   April 30, 2012
Series II Shares
  Contractual     1.45 %   April 30, 2004   April 30, 2012
 
                   
Invesco V.I. Utilities Fund
                   
Series I Shares
  Contractual     0.93 %   September 23, 2005   April 30, 2012
Series II Shares
  Contractual     1.18 %   September 23, 2005   April 30, 2012
 
                   
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

17


 

as of July 18, 2011
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
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 %   February 12, 2010   June 30, 2012
Series II Shares
  Contractual     0.75 % 2   February 12, 2010   June 30, 2012
 
                   
Invesco Van Kampen V.I. Global Value Equity Fund *
                   
Series I Shares
  Contractual     0.94 %   May 2, 2011   June 30, 2012
Series II Shares
  Contractual     1.19 %   May 2, 2011   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. 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 %   February 12, 2010   June 30, 2012
Series II Shares
  Contractual     1.28 % 2   February 12, 2010   June 30, 2012
 
2   The expense limit shown is the expense limit after Rule 12b-1 fee waivers by Invesco Distributors, Inc.

18


 

as of July 18, 2011
EXHIBIT “D” — CLOSED-END FUNDS 1
Invesco California Insured Municipal Income Trust
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco California Insured Municipal Income Trust
  Contractual     0.67 %   June 1, 2010   June 30, 2012
Invesco California Quality Municipal Securities
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco California Quality Municipal Securities
  Contractual     0.70 %   June 1, 2010   June 30, 2012
Invesco High Yield Fund, Inc.
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco High Yield Investment Funds, Inc.
  Contractual     0.98 %   June 1, 2010   June 30, 2012
Invesco Insured California Municipal Securities
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Insured California Municipal Securities
  Contractual     0.70 %   June 1, 2010   June 30, 2012
Invesco Insured Municipal Bond Trust
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Insured Municipal Bond Trust
  Contractual     1.00 %   June 1, 2010   June 30, 2012
Invesco Insured Municipal Income Trust
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Insured Municipal Income Trust
  Contractual     0.64 %   June 1, 2010   June 30, 2012
Invesco Insured Municipal Securities
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Insured Municipal Securities
  Contractual     0.54 %   June 1, 2010   June 30, 2012

19


 

as of July 18, 2011
Invesco Insured Municipal Trust
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Insured Municipal Trust
  Contractual     0.66 %   June 1, 2010   June 30, 2012
Invesco Municipal Income Opportunities Trust
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Municipal Income Opportunities Trust
  Contractual     0.73 %   June 1, 2010   June 30, 2012
Invesco Municipal Income Opportunities Trust II
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Municipal Income Opportunities Trust II
  Contractual     0.73 %   June 1, 2010   June 30, 2012
Invesco Municipal Income Opportunities Trust III
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Municipal Income Opportunities Trust III
  Contractual     0.84 %   June 1, 2010   June 30, 2012
Invesco Municipal Premium Income Trust
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Municipal Premium Income Trust
  Contractual     1.03 %   June 1, 2010   June 30, 2012
Invesco New York Quality Municipal Securities
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco New York Quality Municipal Securities
  Contractual     0.80 %   June 1, 2010   June 30, 2012
Invesco Prime Income Trust
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Prime Income Trust
  Contractual     1.32 %   June 1, 2010   June 30, 2012

20


 

as of July 18, 2011
Invesco Quality Municipal Income Trust
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Quality Municipal Income Trust
  Contractual     0.70 %   June 1, 2010   June 30, 2012
Invesco Quality Municipal Investment Trust
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Quality Municipal Investment Trust
  Contractual     0.70 %   June 1, 2010   June 30, 2012
Invesco Quality Municipal Securities
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Quality Municipal Securities
  Contractual     0.66 %   June 1, 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.

21

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.

 


 

  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    

 


 

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 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 0.07% of the Fund’s average daily net assets   2/1/2011   1/31/2012
 
           
Premier U.S. Government Money Portfolio
  Invesco will waive advisory fees in the amount of 0.07% of the Fund’s average daily net assets   2/1/2011   1/31/2012

 


 

             
AIM Variable            
Insurance Funds            
(Invesco Variable           Expiration
Insurance Funds)   Waiver Description   Effective Date   Date
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   4/30/2012
 
  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        

 


 

EXHIBIT “B”
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
         
PORTFOLIO   EFFECTIVE DATE   COMMITTED UNTIL
Invesco California Tax-Free Income Fund
  February 12, 2010   June 30, 2012
Invesco Core Plus Bond Fund
  June 2, 2009   June 30, 2012
Invesco Dividend Growth Securities Fund
  February 12, 2010   June 30, 2012
Invesco Equally-Weighted S&P 500 Fund
  February 12, 2010   June 30, 2012
Invesco Floating Rate Fund
  July 1, 2007   June 30, 2012
Invesco S&P 500 Index Fund
  February 12, 2010   June 30, 2012
Invesco Select Real Estate Income Fund
  July 1, 2007   June 30, 2012
Invesco Structured Core Fund
  July 1, 2007   June 30, 2012
Invesco Van Kampen American Franchise Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen Equity and Income Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen Growth and Income Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen Pennsylvania Tax Free Income Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen Small Cap Growth Fund
  February 12, 2010   June 30, 2012
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
         
PORTFOLIO   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Capital Development Fund
  July 1, 2007   June 30, 2012
Invesco Charter Fund
  July 1, 2007   June 30, 2012
Invesco Constellation Fund
  July 1, 2007   June 30, 2012
Invesco Disciplined Equity Fund
  July 14, 2009   June 30, 2012
Invesco Diversified Dividend Fund
  July 1, 2007   June 30, 2012
Invesco Summit Fund
  July 1, 2007   June 30, 2012
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco European Small Company Fund
  July 1, 2007   June 30, 2012
Invesco Global Core Equity Fund
  July 1, 2007   June 30, 2012
Invesco International Small Company Fund
  July 1, 2007   June 30, 2012
Invesco Small Cap Equity Fund
  July 1, 2007   June 30, 2012
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Convertible Securities Fund
  February 12, 2010   June 30, 2012
Invesco Global Equity Fund
  July 1, 2007   June 30, 2012
Invesco Mid Cap Core Equity Fund
  July 1, 2007   June 30, 2012
Invesco Small Cap Growth Fund
  July 1, 2007   June 30, 2012
Invesco Van Kampen Leaders Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen U.S. Mortgage Fund
  February 12, 2010   June 30, 2012

 


 

AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Asia Pacific Growth Fund
  July 1, 2007   June 30, 2012
Invesco European Growth Fund
  July 1, 2007   June 30, 2012
Invesco Global Growth Fund
  July 1, 2007   June 30, 2012
Invesco Global Small & Mid Cap Growth Fund
  July 1, 2007   June 30, 2012
Invesco International Growth Fund
  July 1, 2007   June 30, 2012
Invesco International Core Equity Fund
  July 1, 2007   June 30, 2012
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Balanced-Risk Allocation Fund *
  May 29, 2009   June 30, 2012
Invesco Balanced-Risk Commodity Strategy Fund **
  November 29, 2010   June 30, 2012
Invesco China Fund
  July 1, 2007   June 30, 2012
Invesco Commodities Strategy Fund ***
  February 12, 2010   June 30, 2012
Invesco Developing Markets Fund
  July 1, 2007   June 30, 2012
Invesco Emerging Markets Equity Fund
  May 11, 2011   June 30, 2012
Invesco Emerging Market Local Currency Debt Fund
  June 14, 2010   June 30, 2012
Invesco Endeavor Fund
  July 1, 2007   June 30, 2012
Invesco Global Advantage Fund
  February 12, 2010   June 30, 2012
Invesco Global Health Care Fund
  July 1, 2007   June 30, 2012
Invesco International Total Return Fund
  July 1, 2007   June 30, 2012
Invesco Pacific Growth Fund
  February 12, 2010   June 30, 2012
Invesco Small Companies Fund
  July 1, 2007   June 30, 2012
Invesco Van Kampen Global Tactical Asset Allocation Fund
  February 12, 2010   June 30, 2012
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Dynamics Fund
  July 1, 2007   June 30, 2012
Invesco Global Real Estate Fund
  July 1, 2007   June 30, 2012
Invesco High Yield Fund
  July 1, 2007   June 30, 2012
Invesco High Yield Securities Fund
  February 12, 2010   June 30, 2012
Invesco Limited Maturity Treasury Fund
  July 1, 2007   June 30, 2012
Invesco Money Market Fund
  July 1, 2007   June 30, 2012
Invesco Municipal Bond Fund
  July 1, 2007   June 30, 2012
Invesco Real Estate Fund
  July 1, 2007   June 30, 2012
Invesco Short Term Bond Fund
  July 1, 2007   June 30, 2012
Invesco U.S. Government Fund
  July 1, 2007   June 30, 2012
Invesco Van Kampen Corporate Bond Fund
  February 12, 2010   June 30, 2012
 
*   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 Balanced-Risk Commodity 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 III, 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.

 


 

AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Energy Fund
  July 1, 2007   June 30, 2012
Invesco Gold & Precious Metals Fund
  July 1, 2007   June 30, 2012
Invesco Leisure Fund
  July 1, 2007   June 30, 2012
Invesco Technology Fund
  July 1, 2007   June 30, 2012
Invesco Technology Sector Fund
  February 12, 2010   June 30, 2012
Invesco U.S. Mid Cap Value Fund
  February 12, 2010   June 30, 2012
Invesco Utilities Fund
  July 1, 2007   June 30, 2012
Invesco Value Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen American Value Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen Comstock Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen Mid Cap Growth Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen Small Cap Value Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen Value Opportunities Fund
  February 12, 2010   June 30, 2012
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco High Income Municipal Fund
  July 1, 2007   June 30, 2012
Invesco Tax-Exempt Cash Fund
  July 1, 2007   June 30, 2012
Invesco Tax-Free Intermediate Fund
  July 1, 2007   June 30, 2012
Invesco Van Kampen High Yield Municipal Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen Intermediate Term Municipal Income Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen Municipal Income Fund
  February 12, 2010   June 30, 2012
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco V.I. Balanced-Risk Allocation Fund ****
  December 22, 2010   June 30, 2012
Invesco V.I. Basic Value Fund
  July 1, 2007   June 30, 2012
Invesco V.I. Capital Appreciation Fund
  July 1, 2007   June 30, 2012
Invesco V.I. Capital Development Fund
  July 1, 2007   June 30, 2012
Invesco V.I. Core Equity Fund
  July 1, 2007   June 30, 2012
Invesco V.I. Diversified Income Fund
  July 1, 2007   June 30, 2012
Invesco V.I. Dividend Growth Fund
  February 12, 2010   June 30, 2012
Invesco V.I. Global Health Care Fund
  July 1, 2007   June 30, 2012
Invesco V.I. Global Real Estate Fund
  July 1, 2007   June 30, 2012
Invesco V.I. Government Securities Fund
  July 1, 2007   June 30, 2012
Invesco V.I. High Yield Fund
  July 1, 2007   June 30, 2012
Invesco V.I. High Yield Securities Fund
  February 12, 2010   June 30, 2012
Invesco V.I. International Growth Fund
  July 1, 2007   June 30, 2012
Invesco V.I. Leisure Fund
  July 1, 2007   June 30, 2012
Invesco V.I. Mid Cap Core Equity Fund
  July 1, 2007   June 30, 2012
Invesco V.I. Money Market Fund
  July 1, 2007   June 30, 2012
Invesco V.I. S&P 500 Index Fund
  February 12, 2010   June 30, 2012
Invesco V.I. Select Dimensions Equally-Weighted S&P 500 Fund
  February 12, 2010   June 30, 2012
Invesco V.I. Small Cap Equity Fund
  July 1, 2007   June 30, 2012
Invesco V.I. Technology Fund
  July 1, 2007   June 30, 2012
Invesco V.I. Utilities Fund
  July 1, 2007   June 30, 2012
 
****   Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk Allocation Fund also include an amount equal to advisory fees that Invesco receives from any money market fund or similarly pooled cash equivalent investment vehicle advised by Invesco and/or Invesco’s affiliates in which Invesco Cayman Commodity Fund IV, Ltd. invests.

 


 

         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco Van Kampen V.I. Capital Growth Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen V.I. Comstock Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen V.I. Equity and Income Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen V.I. Global Value Equity Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen V.I. Growth and Income Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen V.I. Mid Cap Growth Fund
  February 12, 2010   June 30, 2012
Invesco Van Kampen V.I. Mid Cap Value Fund
  February 12, 2010   June 30, 2012
SHORT-TERM INVESTMENTS TRUST
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Government TaxAdvantage Portfolio
  July 1, 2007   June 30, 2012
STIC Prime Portfolio
  July 1, 2007   June 30, 2012
Treasury Portfolio
  July 1, 2007   June 30, 2012

 

AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (“ Agreement ”) is adopted as of this 1st day of April, 2011 by and among (i) each of the Invesco open-end registered investment companies identified as a Target Entity on Exhibit A hereto (each a “ Target Entity ”) separately, on behalf of its respective series identified on Exhibit A hereto (each a “ Target Fund ”); (ii) each of the Invesco open-end registered investment companies identified as an Acquiring Entity on Exhibit A hereto (each an “ Acquiring Entity ”), separately on behalf of its respective series identified on Exhibit A hereto (each an “ Acquiring Fund ”); and (iii) Invesco Advisers, Inc. (“ IAI ”).
          WHEREAS, the parties hereto intend for each Acquiring Fund and its corresponding Target Fund (as set forth in Exhibit A hereto) to enter into a transaction pursuant to which: (i) the Acquiring Fund will acquire the assets and assume the liabilities of the Target Fund in exchange for the corresponding class or classes of shares (as applicable) of the Acquiring Fund identified on Exhibit A of equal value to the net assets of the Target Fund being acquired, and (ii) the Target Fund will distribute such shares of the Acquiring Fund to shareholders of the corresponding class of the Target Fund, in connection with the liquidation of the Target Fund, all upon the terms and conditions hereinafter set forth in this Agreement (each such transaction, a “ Reorganization ” and collectively, the “ Reorganizations ”);
          WHEREAS, each Target Entity and each Acquiring Entity is an open-end, registered investment company of the management type; and
          WHEREAS, this Agreement is intended to be and is adopted as a plan of reorganization and liquidation with respect to each Reorganization within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the “ Code " ).
          NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto covenant and agree as follows:
1.   DESCRIPTION OF THE REORGANIZATIONS
     1.1. It is the intention of the parties hereto that each Reorganization described herein shall be conducted separately from the others, and a party that is not a party to a Reorganization shall incur no obligations, duties or liabilities with respect to such Reorganization by reason of being a party to this Agreement. If any one or more Reorganizations should fail to be consummated, such failure shall not affect the other Reorganizations in any way.
     1.2. Provided that all conditions precedent to a Reorganization set forth herein have been satisfied as of the Closing Date (as defined in Section 3.1), and based on the representations and warranties each party provides to the others, each Target Entity and its corresponding Acquiring Entity agree to take the following steps with respect to their Reorganization(s), the parties to which and classes of shares to be issued in connection with which are set forth in Exhibit A:

 


 

     (a) The Target Fund shall transfer all of its Assets, as defined and set forth in Section 1.2(b), to the Acquiring Fund, and the Acquiring Fund in exchange therefor shall assume the Liabilities, as defined and set forth in Section 1.2(c), and deliver to the Target Fund the number of full and fractional Acquiring Fund shares determined in the manner set forth in Section 2.
     (b) The assets of the Target Fund to be transferred to the Acquiring Fund shall consist of all assets and property, including, without limitation, all cash , securities, commodities and futures interests, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, without limitation, any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims, or regulator or government-established investor recovery fund claims, and any and all resulting recoveries) and dividends or interest receivable that are owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund on the Closing Date, except for cash, bank deposits or cash equivalent securities in an amount necessary to pay the estimated costs of extinguishing any Excluded Liabilities (as defined in Section 1.2(c)) and cash in an amount necessary to pay any distributions pursuant to Section 7.1(f) (collectively, “ Assets ”).
     (c) The Acquiring Fund shall assume all of the liabilities of the Target Fund, whether accrued or contingent, known or unknown, existing at the Closing Date, except for the Target Fund’s Excluded Liabilities (as defined below), if any, pursuant to this Agreement (collectively, with respect to each Target Fund separately, “ Liabilities ”). If prior to the Closing Date the Acquiring Entity identifies a liability that the Acquiring Entity and the Target Entity mutually agree should not be assumed by the Acquiring Fund, such liability shall be excluded from the definition of Liabilities hereunder and shall be listed on a Schedule of Excluded Liabilities to be signed by the Acquiring Entity and the Target Entity at Closing and attached to this Agreement as Schedule 1.2(c) (the “ Excluded Liabilities ”). The Assets minus the Liabilities of a Target Fund shall be referred to herein as the Target Fund’s “ Net Assets .”
     (d) As soon as is reasonably practicable after the Closing, the Target Fund will distribute to its shareholders of record (“ Target Fund Shareholders ”) the shares of the Acquiring Fund of the corresponding class received by the Target Fund pursuant to Section 1.2(a), as set forth in Exhibit A, on a pro rata basis within that class, and the Target Fund will as promptly as practicable completely liquidate and dissolve. Such distribution and liquidation will be accomplished, with respect to each class of the Target Fund’s shares, by the transfer of the Acquiring Fund shares of the corresponding class then credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Target Fund Shareholders of the class. The aggregate net asset value of the Acquiring Fund shares to be so credited to the corresponding Target Fund Shareholders shall be equal to the aggregate net asset value of the corresponding Target Fund’s shares owned by the Target Fund Shareholders on the Valuation Date. At the Closing, any outstanding certificates representing shares of a Target Fund will be cancelled. The Acquiring Fund

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shall not issue certificates representing shares in connection with such exchange, irrespective of whether Target Fund shareholders hold their shares in certificated form.
     (e) Ownership of Acquiring Fund shares will be shown on its books, as such are maintained by the Acquiring Fund’s transfer agent.
2. VALUATION
     2.1. With respect to each Reorganization:
     (a) The value of the Target Fund’s Assets shall be the value of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange (“ NYSE ”), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the “ Valuation Date ”), using the Target Fund’s valuation procedures established by the Target Entity’s Board of Trustees.
     (b) The net asset value per share of each class of the Acquiring Fund shares issued in connection with the Reorganization shall be the net asset value per share of the corresponding class of each class computed on the Valuation Date using the Acquiring Fund’s valuation procedures established by the Acquiring Entity’s Board of Trustees, which are the same as the Target Fund’s valuation procedures.
     (c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund’s Net Assets shall be determined by dividing the value of the Net Assets of the Target Fund attributable to each class of Target Fund shares by the net asset value per share of the corresponding share class of the Acquiring Fund.
     (d) All computations of value shall be made by the Target Fund’s and the Acquiring Fund’s designated recordkeeping agent using the valuation procedures described in this Section 2.
3.   CLOSING AND CLOSING DATE
     3.1. Each Reorganization shall close on the date identified on Exhibit A or such other date as the parties may agree with respect to any or all Reorganizations (the “ Closing Date ”). All acts taking place at the closing of a Reorganization (the “ Closing ”) shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the “ Closing Time ”).
     3.2. With respect to each Reorganization:
     (a) The Target Fund’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund’s Custodian for the account of the Acquiring Fund, duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target

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Fund’s custodian (the “ Target Custodian ”) to deliver to the Acquiring Fund’s Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the “ 1940 Act ”)), in which the Assets are deposited, the Target Fund’s portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund’s Custodian by wire transfer of federal funds or other appropriate means on the Closing Date.
     (b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made.
     (c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete.
     (d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the “ Target Transfer Agent ”) to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders’ accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.
     (e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an “ Exchange ”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so

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that, in the judgment of the Board of Trustees of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.
4. REPRESENTATIONS AND WARRANTIES
     4.1. Each Target Entity, on behalf of itself or, where applicable, a Target Fund, represents and warrants to the Acquiring Entity and its corresponding Acquiring Fund as follows:
     (a) The Target Fund is duly organized as a series of the Target Entity, which is a statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware with power under its Amended and Restated Agreement and Declaration of Trust and by-laws (“ Governing Documents ”), to own all of its Assets, to carry on its business as it is now being conducted and to enter into this Agreement and perform its obligations hereunder;
     (b) The Target Entity is a registered investment company classified as a management company of the open-end type, and its registration with the U.S. Securities and Exchange Commission (the “ Commission ”) as an investment company under the 1940 Act, and the registration of the shares of the Target Fund under the Securities Act of 1933, as amended (“ 1933 Act ”), are in full force and effect;
     (c) No consent, approval, authorization, or order of any court or governmental authority or the Financial Industry Regulatory Authority (“ FINRA ”) is required for the consummation by the Target Fund and the Target Entity of the transactions contemplated herein, except such as have been obtained or will be obtained at or prior to the Closing Date under the 1933 Act, the Securities Exchange Act of 1934, as amended (“ 1934 Act ”), the 1940 Act and state securities laws;
     (d) The current prospectus and statement of additional information of the Target Fund and each prospectus and statement of additional information of the Target Fund used at all times between the commencement of operations of the Target Fund and the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;
     (e) The Target Fund is in compliance in all material respects with the applicable investment policies and restrictions set forth in the Target Fund’s prospectus and statement of additional information;
     (f) Except as otherwise disclosed to and accepted by or on behalf of the Acquiring Fund, the Target Fund will on the Closing Date have good title to the Assets

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and full right, power, and authority to sell, assign, transfer and deliver such Assets free of adverse claims, including any liens or other encumbrances, and upon delivery and payment for such Assets, the Acquiring Fund will acquire good title thereto, free of adverse claims and subject to no restrictions on the full transfer thereof, including, without limitation, such restrictions as might arise under the 1933 Act, provided that the Acquiring Fund will acquire Assets that are segregated as collateral for the Target Fund’s derivative positions, including without limitation, as collateral for swap positions and as margin for futures positions, subject to such segregation and liens that apply to such Assets;
     (g) The financial statements of the Target Fund for the Target Fund’s most recently completed fiscal year have been audited by the independent registered public accounting firm identified in the Target Fund’s prospectus or statement of additional information included in the Target Fund’s registration statement on Form N-1A (the “ Prospectus ” and “ Statement of Additional Information ”). Such statements, as well as the unaudited, semi-annual financial statements for the semi-annual period next succeeding the Target Fund’s most recently completed fiscal year, if any, were prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) consistently applied, and such statements present fairly, in all material respects, the financial condition of the Target Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Target Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein;
     (h) Since the last day of the Target Fund’s most recently completed fiscal year, there has not been any material adverse change in the Target Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business;
     (i) On the Closing Date, all material Returns (as defined below) of the Target Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be true, correct and complete in all material respects, and all Taxes (as defined below) shown as due or claimed to be due by any government entity shall have been paid or provision has been made for the payment thereof. To the Target Fund’s knowledge, no such Return is currently under audit by any Federal, state, local or foreign Tax authority; no assessment has been asserted with respect to such Returns; there are no levies, liens or other encumbrances on the Target Fund or its assets resulting from the non-payment of any Taxes; no waivers of the time to assess any such Taxes are outstanding nor are any written requests for such waivers pending; and adequate provision has been made in the Target Fund financial statements for all Taxes in respect of all periods ended on or before the date of such financial statements. As used in this Agreement, “ Tax ” or “ Taxes ” means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, withholding on amounts paid to or by any person), together with any interest, penalty, addition to tax or additional amount imposed by any governmental authority (domestic or foreign) responsible for the imposition of any such tax. “Return” means reports, returns, information returns, elections, agreements, declarations, or other documents of any nature

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or kind (including any attached schedules, supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any claim for refund, amended return or declaration of estimated Taxes (and including any amendments with respect thereto);
     (j) The Target Fund has elected to be a regulated investment company under Subchapter M of the Code and is a fund that is treated as a separate corporation under Section 851(g) of the Code. The Target Fund has qualified for treatment as a regulated investment company for each taxable year since inception that has ended prior to the Closing Date and will have satisfied the requirements of Part I of Subchapter M of the Code to maintain such qualification for the period beginning on the first day of its current taxable year and ending on the Closing Date. The Target Fund has no earnings or profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it. If Target Fund serves as a funding vehicle for variable contracts (life insurance or annuity), Target Fund, with respect to each of its taxable years that has ended prior to the Closing Date during which it has served as such a funding vehicle, has satisfied the diversification requirements of Section 817(h) of the Code and will continue to satisfy the requirements of Section 817(h) of the Code for the period beginning on the first day of its current taxable year and ending on the Closing Date. In order to (i) ensure continued qualification of the Target Fund for treatment as a “regulated investment company” for tax purposes and (ii) eliminate any tax liability of the Target Fund arising by reason of undistributed investment company taxable income or net capital gain, the Target Fund , before the Closing Date will declare on or prior to the Valuation Date to the shareholders of Target Fund a dividend or dividends that, together with all previous such dividends, shall have the effect of distributing (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net capital gains (after reduction for any capital loss carryover), if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; (ii) any such investment company taxable income and net capital gains for its taxable year ended prior to the Closing Date to the extent not otherwise already distributed; and (iii) at least 90 percent of the excess, if any, of the Target Fund’s interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ended prior to the Closing Date and at least 90 percent of such net tax-exempt income for the period from the close of its last fiscal year to the Closing Time on the Closing Date.;
     (k) All issued and outstanding shares of the Target Fund are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by the Target Entity and, in every state where offered or sold, such offers and sales have been in compliance in all material respects with applicable registration and/or notice requirements of the 1933 Act and state and District of Columbia securities laws;
     (l) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action, if any, on the part of the Board of Trustees of the Target Entity, on behalf of the Target Fund, and subject to the approval of the shareholders of the Target Fund and the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement will constitute

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a valid and binding obligation of the Target Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;
     (m) The books and records of the Target Fund are true and correct in all material respects and contain no material omissions with respect to information required to be maintained under the laws, rules and regulations applicable to the Target Fund;
     (n) The Target Fund is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code; and
     (o) The Target Fund has no unamortized or unpaid organizational fees or expenses.
     4.2. Each Acquiring Entity, on behalf of the Acquiring Fund, represents and warrants to the Target Entity and its corresponding Target Fund as follows:
     (a) The Acquiring Fund is duly organized as a series of the Acquiring Entity, which is a statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware, with power under its Agreement and Declaration of Trust, as amended (the “ Agreement and Declaration of Trust ”), to own all of its properties and assets and to carry on its business as it is now being, and as it is contemplated to be, conducted, and to enter into this Agreement and perform its obligations hereunder;
     (b) The Acquiring Entity is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act and the registration of the shares of the Acquiring Fund under the 1933 Act are in full force and effect;
     (c) No consent, approval, authorization, or order of any court, governmental authority or FINRA is required for the consummation by the Acquiring Fund and the Acquiring Entity of the transactions contemplated herein, except such as have been or will be obtained (at or prior to the Closing Date) under the 1933 Act, the 1934 Act, the 1940 Act and state securities laws;
     (d) The prospectuses and statements of additional information of the Acquiring Fund to be used in connection with the Reorganization will conform at the time of their use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;
     (e) The Acquiring Fund is in compliance in all material respects with the applicable investment policies and restrictions set forth in the Acquiring Fund’s prospectus and statement of additional information;

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     (f) The financial statements of the Acquiring Fund for the Acquiring Fund’s most recently completed fiscal year have been audited by the independent registered public accounting firm identified in the Acquiring Fund’s prospectus or statement of additional information included in the Acquiring Fund’s registration statement on Form N-1A. Such statements, as well as the unaudited, semi-annual financial statements for the semi-annual period next succeeding the Acquiring Fund’s most recently completed fiscal year, if any, were prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) consistently applied, and such statements present fairly, in all material respects, the financial condition of the Acquiring Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Acquiring Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein;
     (g) Since the last day of the Acquiring Fund’s most recently completed fiscal year, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business;
     (h) On the Closing Date, all material Returns of the Acquiring Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be true, correct and complete in all material respects, and all Taxes shown as due or claimed to be due by any government entity shall have been paid or provision has been made for the payment thereof. To the Acquiring Fund’s knowledge, no such Return is currently under audit by any Federal, state, local or foreign Tax authority; no assessment has been asserted with respect to such Returns; there are no levies, liens or other encumbrances on the Acquiring Fund or its assets resulting from the non-payment of any Taxes; and no waivers of the time to assess any such Taxes are outstanding nor are any written requests for such waivers pending; and adequate provision has been made in the Acquiring Fund financial statements for all Taxes in respect of all periods ended on or before the date of such financial statements;
     (i) The Acquiring Fund has elected to be a regulated investment company under Subchapter M of the Code and is a fund that is treated as a separate corporation under Section 851(g) of the Code. The Acquiring Fund has qualified for treatment as a regulated investment company for each taxable year since inception that has ended prior to the Closing Date and has satisfied the requirements of Part I of Subchapter M of the Code to maintain such qualification for the period beginning on the first day of its current taxable year and ending on the Closing Date. The Acquiring Fund has no earnings or profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it. If the Acquiring Fund serves as a funding vehicle for variable contracts (life insurance or annuity), the Acquiring Fund, with respect to each of its taxable years that has ended prior to the Closing Date during which it has served as such a funding vehicle, has satisfied the diversification requirements of Section 817(h) of the Code and will continue to satisfy the requirements of Section 817(h) of the Code for the period beginning on the first day of its current taxable year and ending on the Closing Date ;

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     (j) All issued and outstanding Acquiring Fund shares are, and on the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and non-assessable by the Acquiring Entity and, in every state where offered or sold, such offers and sales have been in compliance in all material respects with applicable registration and/or notice requirements of the 1933 Act and state and District of Columbia securities laws;
     (k) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action, if any, on the part of the trustees of the Acquiring Entity, on behalf of the Acquiring Fund, and subject to the approval of shareholders of the Target Fund and the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement will constitute a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;
     (l) The shares of the Acquiring Fund to be issued and delivered to the Target Fund, for the account of the Target Fund Shareholders, pursuant to the terms of this Agreement, will on the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund shares, and, upon receipt of the Target Fund’s Assets in accordance with the terms of this Agreement, will be fully paid and non-assessable by the Acquiring Entity;
     (m) The books and records of the Acquiring Fund are true and correct in all material respects and contain no material omissions with respect to information required to be maintained under laws, rules, and regulations applicable to the Acquiring Fund;
     (n) The Acquiring Fund is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code;
     (o) The Acquiring Fund has no unamortized or unpaid organizational fees or expenses for which it does not expect to be reimbursed by Invesco or its affiliates.
5. COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND
     5.1. With respect to each Reorganization:
     (a) The Acquiring Fund and the Target Fund each: (i) will operate its business in the ordinary course and substantially in accordance with past practices between the date hereof and the Closing Date for the Reorganization, it being understood that such ordinary course of business may include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable, and (ii) shall use its reasonable best efforts to preserve intact its business organization and material assets and maintain the rights, franchises and business and customer relations necessary to conduct the business operations of the Acquiring Fund or the Target Fund, as appropriate, in the ordinary course in all material respects.

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     (b) The Target Entity will call a meeting of the shareholders of the Target Fund to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.
     (c) The Target Fund covenants that the Acquiring Fund shares to be issued pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.
     (d) The Target Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Target Fund’s             shares.
     (e) If reasonably requested by the Acquiring Fund in writing, the Target Entity will provide the Acquiring Fund with (1) a statement of the respective tax basis and holding period of all investments to be transferred by a Target Fund to the Acquiring Fund, (2) a copy (which may be in electronic form) of the shareholder ledger accounts including, without limitation, the name, address and taxpayer identification number of each shareholder of record, the number of shares of beneficial interest held by each shareholder, the dividend reinvestment elections applicable to each shareholder, and the backup withholding and nonresident alien withholding certifications, notices or records on file with the Target Fund with respect to each shareholder, for all of the shareholders of record of the Target Fund as of the close of business on the Valuation Date, who are to become holders of the Acquiring Fund as a result of the transfer of Assets (the “Target Fund Shareholder Documentation”), certified by its transfer agent or its President or Vice-President to the best of their knowledge and belief, (3) all FIN 48 work papers and supporting statements pertaining to a Target Fund (the “FIN 48 Workpapers”), and (4) the tax books and records of a Target Fund for purposes of preparing any returns required by law to be filed for tax periods ending after the Closing Date.
     (f) Subject to the provisions of this Agreement, the Acquiring Fund and the Target Fund will each take, or cause to be taken, all action, and do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.
     (g) As soon as is reasonably practicable after the Closing, the Target Fund will make one or more liquidating distributions to its shareholders consisting of the applicable class of shares of the Acquiring Fund received at the Closing, as set forth in Section 1.2(d) hereof.
     (h) If reasonably requested in writing by Acquiring Fund, a statement of the earnings and profits (accumulated and current) of the Target Fund for federal income tax purposes that will be carried over to the Acquiring Fund as a result of Section 381 of the Code.
     (i) It is the intention of the parties that each Reorganization will qualify as a reorganization with the meaning of Section 368(a)(1) of the Code. None of the parties to a Reorganization shall take any action or cause any action to be taken (including, without

-11-


 

limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of such Reorganization to qualify as a reorganization within the meaning of Section 368(a)(1) of the Code.
     (j) Any reporting responsibility of the Target Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns relating to tax periods ending on or prior to the Closing Date (whether due before or after the Closing Date), or other documents with the Commission, any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Target Fund, except as otherwise is mutually agreed by the parties.
     (k) If reasonably requested in writing by Acquiring Fund, the Target Fund shall deliver to the Acquiring Fund copies of: (1) the federal, state and local income tax returns filed by or on behalf of the Target Fund for the prior three (3) taxable years; and (2) any of the following that have been issued to or for the benefit of or that otherwise affect the Target Fund and which have continuing relevance: (a) rulings, determinations, holdings or opinions issued by any federal, state, local or foreign tax authority and (b) legal opinions.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND
     6.1. With respect to each Reorganization, the obligations of the Target Entity, on behalf of the Target Fund, to consummate the transactions provided for herein shall be subject, at the Target Fund’s election, to the performance by the Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following conditions:
     (a) All representations and warranties of the Acquiring Fund and the Acquiring Entity contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;
     (b) The Acquiring Entity shall have delivered to the Target Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Target Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement;
     (c) The Acquiring Entity and the Acquiring Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Entity and the Acquiring Fund, on or before the Closing Date; and

-12-


 

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
     7.1. With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to consummate the transactions provided for herein shall be subject, at the Acquiring Fund’s election, to the performance by the Target Fund of all of the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
     (a) All representations and warranties of the Target Entity and the Target Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;
     (b) If requested by Acquiring Fund, the Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity (i) a statement of the Target Fund’s Assets, together with a list of portfolio securities of the Target Fund showing the adjusted tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) if applicable, the FIN 48 Workpapers, (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund, and (v) a statement of earnings and profits as provided in Section 5.1(h);
     (c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Acquiring Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement;
     (d) The Target Custodian shall have delivered the certificate contemplated by Sections 3.2(b) of this Agreement, duly executed by an authorized officer of the Target Custodian;
     (e) The Target Entity and the Target Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Target Entity and the Target Fund, on or before the Closing Date; and
     (f) The Target Fund shall have declared and paid or cause to be paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net capital gains (after reduction for any capital loss carryover), if any, for the period from the close of its last fiscal year to the Closing Time

-13-


 

on the Closing Date; (ii) any such investment company taxable income and net capital gains for its taxable year ended prior to the Closing Date to the extent not otherwise already distributed; and (iii) at least 90 percent of the excess, if any, of the Target Fund’s interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for its taxable year ended prior to the Closing Date and at least 90 percent of such net tax-exempt income for the period from the close of its last fiscal year to the Closing Time on the Closing Date.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE TARGET FUND
     With respect to each Reorganization, if any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Target Fund or the Acquiring Fund, the Acquiring Entity or Target Entity, respectively, shall, at its option, not be required to consummate the transactions contemplated by this Agreement:
     8.1. The Agreement shall have been approved by the requisite vote of the holders of the outstanding shares of the Target Fund in accordance with the provisions of the Target Entity’s Governing Documents, Delaware law, and the 1940 Act. Notwithstanding anything herein to the contrary, neither the Target Fund nor the Acquiring Fund may waive the conditions set forth in this Section 8.1;
     8.2. On the Closing Date, no action, suit or other proceeding shall be pending or, to the Target Entity’s or the Acquiring Entity’s knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement, the transactions contemplated herein;
     8.3. All consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by the Acquiring Fund or the Target Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Target Fund, provided that either party hereto may for itself waive any of such conditions;
     8.4. A registration statement on Form N-14 under the 1933 Act properly registering the Acquiring Fund shares to be issued in connection with the Reorganization shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or known to be contemplated under the 1933 Act; and
     8.5. The Target Entity and the Acquiring Entity shall have received on or before the Closing Date an opinion of Stradley Ronon in form and substance reasonably acceptable to the Target Entity and the Acquiring Entity, as to the matters set forth on Schedule 8.6. In rendering such opinion, Stradley Ronon may request and rely upon representations contained in certificates of officers of the Target Entity, the Acquiring Entity and others, and the officers of the Target

-14-


 

Entity and the Acquiring Entity shall use their best efforts to make available such truthful certificates.
9. FEES AND EXPENSES
     9.1. Each Acquiring Fund will bear its expenses relating to the Reorganizations, which IAI has estimated to be $30,000 per Reorganization. A Target Fund will bear its costs associated with the Reorganization to the extent that the Target Fund is expected to recoup those costs within 24 months following the Reorganization as a result of reduced total annual fund operating expenses based on estimates prepared by the Adviser and discussed with the Board. IAI has agreed to bear the Reorganization costs of any Target Fund that does not meet the foregoing threshold.
10. FINAL TAX RETURNS AND FORMS 1099 OF TARGET FUND
     10.1. After the Closing Date, except as otherwise agreed to by the parties, Target Entity shall or shall cause its agents to prepare any federal, state or local tax returns, including any Forms 1099, required to be filed by Target Entity with respect to each Target Fund’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall further cause such tax returns and Forms 1099 to be duly filed with the appropriate taxing authorities.
11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS
     11.1. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing shall survive the Closing.
12. TERMINATION
     This Agreement may be terminated and the transactions contemplated hereby may be abandoned with respect to one or more (or all) Reorganizations by mutual agreement of the parties.
13. AMENDMENTS
     This Agreement may be amended, modified or supplemented in a writing signed by the parties hereto to be bound by such Amendment.
14. HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY
     14.1. The Article and Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

-15-


 

     14.2. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and applicable Federal law, without regard to its principles of conflicts of laws.
     14.3. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.
     14.4. This agreement may be executed in any number of counterparts, each of which shall be considered an original.
     14.5. It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of their respective directors or trustees, shareholders, nominees, officers, agents, or employees personally, but shall bind only the property of the applicable Target Fund or the applicable Acquiring Fund as provided in the Governing Documents of the Target Entity or the Agreement and Declaration of Trust of the Acquiring Entity, respectively. The execution and delivery by such officers shall not 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 property of such party.

-16-


 

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be approved on behalf of the Acquiring Fund and Target Fund.
                             
Invesco Advisers, Inc.       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) and AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds), each on behalf of its respective series identified on Exhibit A hereto    
By:   /s/ Philip A. Taylor
 
Name: Philip A. Taylor
Title: Co-President and Co-Chief Executive Officer
         
               
 
             
 
             
                 
 
                           
                By:   /s/ John M. Zerr    
                         
 
              Name:   John M. Zerr    
 
              Title:   Senior Vice President    

 


 

EXHIBIT A
CHART OF REORGANIZATIONS
         
Acquiring Fund (and share classes)   Corresponding Target Fund (and    
and Acquiring Entity   share classes) and Target Entity   Closing Date
Invesco California Tax-Free Income Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)
  Invesco Van Kampen California Insured Tax Free Fund, a series of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)   June 6, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Charter Fund, a series of AIM Equity Funds (Invesco Equity Funds)
  Invesco Multi-Sector Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco Convertible Securities Fund, a series of AIM Growth Series (Invesco Growth Series)
  Invesco Van Kampen Harbor Fund, a series of AIM Growth Series (Invesco Growth Series)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco Core Plus Bond Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)
  Invesco Core Bond Fund, a series of AIM Investment Securities Funds (Invesco Investment Securities Funds)   June 6, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class R
  Class R    
Class Y
  Class Y    
Institutional Class
  Institutional Class    

 


 

         
Acquiring Fund (and share classes)   Corresponding Target Fund (and    
and Acquiring Entity   share classes) and Target Entity   Closing Date
Invesco Core Plus Bond Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)
  Invesco Van Kampen Core Plus Fixed Income Fund, a series of AIM Investment Securities Funds (Invesco Investment Securities Funds)   June 6, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Developing Markets Fund, a series of AIM Investment Funds (Invesco Investment Funds)
  Invesco Van Kampen Emerging Markets Fund, a series of AIM Investment Funds (Invesco Investment Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco Diversified Dividend Fund, a series of AIM Equity Funds (Invesco Equity Funds)
  Invesco Financial Services Fund, a series of AIM Sector Funds (Invesco Sector Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
Investor Class
  Investor Class    
 
       
Invesco Diversified Dividend Fund, a series of AIM Equity Funds (Invesco Equity Funds)
  Invesco Van Kampen Core Equity Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class R
  Class R    
Class Y
  Class Y    
 
       
Invesco Global Core Equity Fund, a series of AIM Funds Group (Invesco Funds Group)
  Invesco Global Fund, a series of AIM Investment Funds (Invesco Investment Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    

 


 

         
Acquiring Fund (and share classes)   Corresponding Target Fund (and    
and Acquiring Entity   share classes) and Target Entity   Closing Date
Class C
  Class C    
Class R
  Class R    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco Global Core Equity Fund, a series of AIM Funds Group (Invesco Funds Group)
  Invesco Global Dividend Growth Securities Fund, a series of AIM Investment Funds (Invesco Investment Funds)   May 23, 2011
Class A
  Class A    
Class A
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Global Core Equity Fund, a series of AIM Funds Group (Invesco Funds Group)
  Invesco Van Kampen Global Equity Allocation Fund, a series of AIM Investment Funds (Invesco Investment Funds)   May 23, 2011
Class A
  Class A    
Class A
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Global Core Equity Fund, a series of AIM Funds Group (Invesco Funds Group)
  Invesco Van Kampen Global Franchise Fund, a series of AIM Investment Funds (Invesco Investment Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Global Health Care Fund, a series of AIM Investment Funds (Invesco Investment Funds)
  Invesco Health Sciences Fund, a series of AIM Investment Funds (Invesco Investment Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Growth Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)
  Invesco Moderate Growth Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)   June 6, 2011
Class A
  Class A    

 


 

         
Acquiring Fund (and share classes)   Corresponding Target Fund (and    
and Acquiring Entity   share classes) and Target Entity   Closing Date
Class B
  Class B    
Class C
  Class C    
Class R
  Class R    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco Growth Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)
  Invesco Van Kampen Asset Allocation Growth Fund, a series of AIM Growth Series (Invesco Growth Series)   June 6, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco High Yield Fund, a series of AIM Investment Securities Funds (Invesco Investment Securities Funds)
  Invesco Van Kampen High Yield Fund, a series of AIM Investment Securities Funds (Invesco Investment Securities Funds)   June 6, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco International Growth Fund, a series of AIM International Mutual Funds (Invesco International Mutual Funds)
  Invesco Van Kampen International Advantage Fund, a series of AIM Investment Funds (Invesco Investment Funds)   May 23, 2011
Class A
  Class A    
Class A
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco International Growth Fund, a series of AIM International Mutual Funds (Invesco International Mutual Funds)
  Invesco Van Kampen International Growth Fund, a series of AIM Investment Funds (Invesco Investment Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class R
  Class R    
Class Y
  Class Y    

 


 

         
Acquiring Fund (and share classes)   Corresponding Target Fund (and    
and Acquiring Entity   share classes) and Target Entity   Closing Date
Institutional Class
  Institutional Class    
 
       
Invesco Moderate Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)
  Invesco Van Kampen Asset Allocation Moderate Fund, a series of AIM Growth Series (Invesco Growth Series)   June 6, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Moderately Conservative Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)
  Invesco Conservative Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)   June 6, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class R
  Class R    
Class S
  Class S    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco Moderately Conservative Allocation Fund, a series of AIM Growth Series (Invesco Growth Series)
  Invesco Van Kampen Asset Allocation Conservative Fund, a series of AIM Growth Series (Invesco Growth Series)   June 6, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Pacific Growth Fund, a series of AIM Investment Funds (Invesco Investment Funds)
  Invesco Japan Fund, a series of AIM Investment Funds (Invesco Investment Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco Real Estate Fund, a series of AIM Investment Securities Funds (Invesco Investment Securities Funds)
  Invesco Van Kampen Real Estate Securities Fund, a series of AIM Growth Series (Invesco Growth Series)   May 23, 2011

 


 

         
Acquiring Fund (and share classes)   Corresponding Target Fund (and    
and Acquiring Entity   share classes) and Target Entity   Closing Date
Class A
  Class A    
Class A
  Class B    
Class C
  Class C    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco Short Term Bond Fund, a series of AIM Investment Securities Funds (Invesco Investment Securities Funds)
  Invesco LIBOR Alpha Fund, a series of AIM Investment Funds (Invesco Investment Funds)   June 6, 2011
Class A
  Class A    
Class C
  Class C    
Class R
  Class R    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco Short Term Bond Fund, a series of AIM Investment Securities Funds (Invesco Investment Securities Funds)
  Invesco Van Kampen Limited Duration Fund, a series of AIM Investment Securities Funds (Invesco Investment Securities Funds)   June 6, 2011
Class A
  Class A    
Class A
  Class B    
Class C
  Class C    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco Structured Core Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)
  Invesco Select Equity Fund, a series of AIM Funds Group (Invesco Funds Group)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Structured Core Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)
  Invesco Van Kampen Equity Premium Income Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    

 


 

         
Acquiring Fund (and share classes)   Corresponding Target Fund (and    
and Acquiring Entity   share classes) and Target Entity   Closing Date
Invesco U.S. Government Fund, a series of AIM Investment Securities Funds (Invesco Investment Securities Funds)
  Invesco Van Kampen Government Securities Fund, a series of AIM Investment Securities Funds (Invesco Investment Securities Funds)   June 6, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco Utilities Fund, a series of AIM Sector Funds (Invesco Sector Funds)
  Invesco Van Kampen Utility Fund, a series of AIM Sector Funds (Invesco Sector Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Van Kampen American Franchise Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)
  Invesco Large Cap Growth Fund, a series of AIM Equity Funds (Invesco Equity Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class R
  Class R    
Class Y
  Class Y    
Class A
  Investor Class    
Institutional Class
  Institutional Class    
 
       
Invesco Van Kampen American Franchise Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)
  Invesco Van Kampen Capital Growth Fund, a series of AIM Sector Funds (Invesco Sector Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class R
  Class R    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco Van Kampen American Franchise Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)
  Invesco Van Kampen Enterprise Fund, a series of AIM Sector Funds (Invesco Sector Funds)   May 23, 2011

 


 

         
Acquiring Fund (and share classes)   Corresponding Target Fund (and    
and Acquiring Entity   share classes) and Target Entity   Closing Date
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Van Kampen American Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)
  Invesco Mid Cap Basic Value Fund, a series of AIM Funds Group (Invesco Funds Group)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class R
  Class R    
Class Y
  Class Y    
Institutional Class
  Institutional Class    
 
       
Invesco Van Kampen American Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)
  Invesco Mid-Cap Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Van Kampen Comstock Fund, a series of AIM Sector Funds (Invesco Sector Funds)
  Invesco Large Cap Basic Value Fund, a series of AIM Equity Funds (Invesco Equity Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class R
  Class R    
Class Y
  Class Y    
Class A
  Investor Class    
Institutional Class
  Institutional Class    
 
       
Invesco Van Kampen Comstock Fund, a series of AIM Sector Funds (Invesco Sector Funds)
  Invesco Value II Fund, a series of AIM Sector Funds (Invesco Sector Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    

 


 

         
Acquiring Fund (and share classes)   Corresponding Target Fund (and    
and Acquiring Entity   share classes) and Target Entity   Closing Date
Invesco Van Kampen Corporate Bond Fund, a series of AIM Investment Securities Funds (Invesco Investment Securities Funds)
  Invesco Income Fund, a series of AIM Investment Securities Funds (Invesco Investment Securities Funds)   June 6, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class R
  Class R    
Class Y
  Class Y    
Class A
  Investor Class    
Institutional Class
  Institutional Class    
 
       
Invesco Van Kampen Equity and Income Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)
  Invesco Balanced Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Van Kampen Equity and Income Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)
  Invesco Basic Balanced Fund, a series of AIM Funds Group (Invesco Funds Group)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class R
  Class R    
Class Y
  Class Y    
Class A
  Investor Class    
Institutional Class
  Institutional Class    
 
       
Invesco Van Kampen Growth and Income Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)
  Invesco Fundamental Value Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    

 


 

         
Acquiring Fund (and share classes)   Corresponding Target Fund (and    
and Acquiring Entity   share classes) and Target Entity   Closing Date
Invesco Van Kampen Growth and Income Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)
  Invesco Large Cap Relative Value Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Van Kampen Intermediate Term Municipal Income Fund, a series of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
  Invesco Municipal Fund, a series of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)   June 6, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Van Kampen Municipal Income Fund, a series of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
  Invesco Van Kampen Insured Tax Free Income Fund, a series of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)   June 6, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Van Kampen Municipal Income Fund, a series of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
  Invesco Tax-Exempt Securities Fund, a series of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)   June 6, 2011
Class A
  Class A    
Class A
  Class B    
Class A
  Class C    
Class Y
  Class Y    
 
       
Invesco Van Kampen New York Tax Free Income Fund, a series of AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
  Invesco New York Tax-Free Income Fund, a series of AIM Counselor Series Trust (Invesco Counselor Series Trust)   June 6, 2011
Class A
  Class A    
Class A
  Class B    
Class A
  Class C    
Class Y
  Class Y    

 


 

         
Acquiring Fund (and share classes)   Corresponding Target Fund (and    
and Acquiring Entity   share classes) and Target Entity   Closing Date
Invesco Van Kampen Small Cap Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)
  Invesco Small-Mid Special Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)   May 23, 2011
Class A
  Class A    
Class A
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Van Kampen Small Cap Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)
  Invesco Special Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Van Kampen Small Cap Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)
  Invesco U.S. Small/Mid Cap Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Van Kampen Small Cap Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)
  Invesco U.S. Small Cap Value Fund, a series of AIM Sector Funds (Invesco Sector Funds)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class Y
  Class Y    
 
       
Invesco Van Kampen Value Opportunities Fund, a series of AIM Sector Funds (Invesco Sector Funds)
  Invesco Basic Value Fund, a series of AIM Growth Series (Invesco Growth Series)   May 23, 2011
Class A
  Class A    
Class B
  Class B    
Class C
  Class C    
Class R
  Class R    
Class Y
  Class Y    
Institutional Class
  Institutional Class    

 


 

Schedule 1.2(c)
Excluded Liabilities
None

 


 

Schedule 8.6
Tax Opinions
     (i) The acquisition by the Acquiring Fund of substantially all of the assets of the Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Target Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund each will be a “party to the reorganization” within the meaning of Section 368(b) of the Code.
     (ii) No gain or loss will be recognized by the Target Fund upon the transfer of substantially all of its assets to, and assumption of its liabilities by, the Acquiring Fund in exchange solely for Acquiring Fund shares pursuant to Section 361(a) and Section 357(a) of the Code, except that Target Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.
     (iii) No gain or loss will be recognized by the Acquiring Fund upon the receipt by it of substantially all of the assets of the Target Fund in exchange solely for the assumption of the liabilities of the Target Fund and issuance of the Acquiring Fund shares pursuant to Section 1032(a) of the Code.
     (iv) No gain or loss will be recognized by the Target Fund upon the distribution of the Acquiring Fund shares by the Target Fund to its shareholders in complete liquidation (in pursuance of the Agreement) pursuant to Section 361(c)(1) of the Code.
     (v) The tax basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Target Fund immediately prior to the transfer pursuant to Section 362(b) of the Code.
     (vi) The holding periods of the assets of the Target Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Target Fund pursuant to Section 1223(2) of the Code.
     (vii) No gain or loss will be recognized by the shareholders of the Target Fund upon the exchange of all of their Target Fund shares for the Acquiring Fund shares pursuant to Section 354(a) of the Code.
     (viii) The aggregate tax basis of the Acquiring Fund shares to be received by each shareholder of the Target Fund will be the same as the aggregate tax basis of Target Fund shares exchanged therefor pursuant to Section 358(a)(1) of the Code.
     (ix) The holding period of Acquiring Fund shares received by a shareholder of the Target Fund will include the holding period of the Target Fund shares exchanged therefor,

 


 

provided that the shareholder held Target Fund shares as a capital asset on the date of the exchange pursuant to Section 1223(1) of the Code.
     (x) For purposes of Section 381 of the Code, either: (i) The Acquiring Fund will succeed to and take into account, as of the date of the transfer as defined in Section 1.381(b)-1(b) of the income tax regulations issued by the United States Department of the Treasury (the “Income Tax Regulations”), the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Income Tax Regulations thereunder; or (ii) The Acquiring Fund will succeed to and take into account, as of the date of the transfer as defined in Section 1.381(b)-1(b) of the income tax regulations issued by the United States Department of the Treasury (the “Income Tax Regulations”), the items of the Target Fund described in Section 381(c) of the Code as if there had been no Reorganization.

 

CONSENT OF COUNSEL
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
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 the portfolio of AIM Investment Funds (Invesco Investment Funds) (the “Trust”) included in Post-Effective Amendment No. 116 to the Registration Statement under the Securities Act of 1933, as amended (No. 033-19338), and Amendment No. 117 to the Registration Statement under the Investment Company Act of 1940, as amended (No. 811-05426), on Form N-1A of the Trust.
         
     
  /s/ Stradley Ronon Stevens & Young, LLP    
  Stradley Ronon Stevens & Young, LLP   
     
 
Philadelphia, Pennsylvania
September 21, 2011

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated July 18, 2011, relating to the financial statements and financial highlights that appears in the May 31, 2011 Annual Report to Shareholders of Invesco Global Advantage Fund, which is also incorporated by reference into the Registration Statement. We also consent to the reference to us under the heading “Other Service Providers” in such Registration Statement.
PricewaterhouseCoopers LLP
Houston, Texas
September 21, 2011

[Invesco logo appears here]
—service mark—
Invesco Advisers, Inc.
PO Box 4333
Houston, TX 77210-4333
11 Greenway Plaza, Suite 2500
Houston, TX 77046-1173
713 626 1919
www.invesco.com/us
May 26, 2011
Board of Trustees
AIM Investment Funds (Invesco Investment Funds) (the “Trust”)
11 Greenway Plaza, Suite 2500
Houston, Texas 77046-1173
Re:   Initial Capital Investment in New Portfolio of the Trust
Ladies and Gentlemen:
We are purchasing shares of the Invesco Emerging Markets Equity Fund (the “Fund”), a new portfolio of the Trust, for the purpose of providing initial investment for the Fund. The purpose of this letter is to set out our understanding of the conditions of and our promises and representations concerning this investment.
We hereby agree to purchase shares equal to the following dollar amount for the Fund:
                 
FUND AND CLASS   AMOUNT   PURCHASE DATE
Initial investment as sole shareholder
               
 
Invesco Emerging Markets Equity Fund —
               
Class A
  $ 10.00     May 26, 2011
Class C
  $ 10.00     May 26, 2011
Class R
  $ 10.00     May 26, 2011
Class Y
  $ 10.00     May 26, 2011
Institutional Class
  $ 10.00     May 26, 2011

 


 

May 26, 2011
Page 2
                 
FUND AND CLASS   AMOUNT   DATE
Initial investment for the purpose of commencing operations
 
               
Invesco Emerging Markets Equity Fund —
               
Class A
  $ 2,960,000     May 27, 2011
Class C
  $ 10,000.00     May 27, 2011
Class R
  $ 10,000.00     May 27, 2011
Class Y
  $ 10,000.00     May 27, 2011
Institutional Class
  $ 10,000.00     May 27, 2011
We understand that the initial net asset value per share for each portfolio named above will be $10.00.
We hereby represent that we are purchasing these shares solely for our own account and solely for investment purposes without any intent of distributing or reselling said shares. We further represent that disposition of said shares will only be by direct redemption to or repurchase by the Trust.
We further agree to provide the Trust with at least three business day’s advance written notice of any intended redemption of amounts invested for the purpose of commencing operations and agree that we will work with the Trust with respect to the amount of such redemption so as not to place a burden on the Trust and to facilitate normal portfolio management of the Fund.
Sincerely yours,
INVESCO ADVISERS, INC.
     
/s/ John M. Zerr
   
 
John M. Zerr
   
Senior Vice President
   
cc:   Mark Gregson
Michael Hanna

 

AMENDMENT NO. 19
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 31, 2011, as follows:
          WHEREAS, the parties desire to amend the Plan to add the following Portfolio: Invesco Emerging Markets Equity 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 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 Balanced-Risk Commodity Strategy 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 Emerging Markets Equity 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 %
                         
    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 31, 2011

4

AMENDMENT NO. 20
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 6, 2011, as follows:
     WHEREAS, the parties desire to amend the Plan to (i) reduce permanently the Rule 12b-1 fee by reducing the maximum service fee and maximum aggregate fee for Invesco Short Term Bond Fund from 0.25% to 0.15%; and (ii) remove the following series portfolios: Invesco Multi-Sector Fund, Invesco Large Cap Relative Value Fund, Invesco Large Cap Basic Value Fund, Invesco Large Cap Growth Fund, Invesco Basic Balanced Fund, Invesco Mid Cap Basic Value Fund, Invesco Select Equity Fund, Invesco Balanced-Risk Retirement 2010 Fund, Invesco Basic Value Fund, Invesco Conservative Allocation Fund, Invesco Moderate Growth Allocation Fund, Invesco Japan Fund, Invesco LIBOR Alpha Fund, Invesco Global Fund, Invesco Core Bond Fund, Invesco Income Fund, Invesco Financial Services Fund, Invesco U.S. Small Cap Value Fund, Invesco U.S. Small/Mid Cap Value Fund, Invesco Value II Fund and Invesco Municipal 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 Select Real Estate Income Fund
    0.00 %     0.25 %     0.25 %
Invesco Structured Core 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 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 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 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 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 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 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 %
                         
    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 Balanced-Risk Commodity Strategy 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 Emerging Markets Equity 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 Endeavor Fund
    0.00 %     0.25 %     0.25 %
Invesco Small Companies Fund
    0.00 %     0.25 %     0.25 %

2


 

                         
    Minimum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT SECURITIES FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT SECURITIES FUNDS)   Charge   Fee   Fee
Portfolio — Class A Shares
                       
 
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 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 %     0.15 %     0.15 %
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 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 %
                         
    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 %
 
*   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 6, 2011

3

AMENDMENT NO. 18
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 31, 2011, as follows:
          WHEREAS, the parties desire to amend the Plan to add a new Portfolio: Invesco Emerging Markets Equity 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 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 %
                         
    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 %

2


 

                         
    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 Balanced-Risk Commodity Strategy 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 Emerging Markets Equity 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 %
                         
    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 %
                         
    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 %

3


 

                         
    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 31, 2011

4

AMENDMENT NO. 19
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 6, 2011, as follows:
          WHEREAS, the parties desire to amend the Plan to (i) reduce permanently the Rule 12b-1 fee by reducing the maximum asset based sales charge and maximum aggregate fee for Invesco Short Term Bond Fund from 0.75% to 0.40% and from 1.00% to 0.65%, respectively; and (ii) to remove the following series portfolios: Invesco Multi-Sector Fund, Invesco Large Cap Relative Value Fund, Invesco Large Cap Basic Value Fund, Invesco Large Cap Growth Fund, Invesco Basic Balanced Fund, Invesco Mid Cap Basic Value Fund, Invesco Select Equity Fund, Invesco Balanced-Risk Retirement 2010 Fund, Invesco Basic Value Fund, Invesco Conservative Allocation Fund, Invesco Moderate Growth Allocation Fund, Invesco Japan Fund, Invesco LIBOR Alpha Fund, Invesco Global Fund, Invesco Core Bond Fund, Invesco Income Fund, Invesco Financial Services Fund, Invesco U.S. Small Cap Value Fund, Invesco U.S. Small/Mid Cap Value Fund, Invesco Value II Fund and Invesco Municipal 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 Select Real Estate Income Fund
    0.75 %     0.25 %     1.00 %
Invesco Structured Core 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 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 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 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 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 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 Moderately Conservative Allocation Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Cap Growth Fund
    0.75 %     0.25 %     1.00 %
                         
    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 Balanced-Risk Commodity Strategy 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 Emerging Markets Equity 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 Endeavor Fund
    0.75 %     0.25 %     1.00 %
Invesco Small Companies Fund
    0.75 %     0.25 %     1.00 %

2


 

                         
    Maximum        
    Asset        
    Based   Maximum   Maximum
AIM INVESTMENT SECURITIES FUNDS   Sales   Service   Aggregate
(INVESCO INVESTMENT SECURITIES FUNDS)   Charge   Fee   Fee
Portfolio — Class C Shares
                       
 
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 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
    0.40 %     0.25 %     0.65 %
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 C Shares
                       
 
Invesco Energy 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 %
                         
    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 %
 
*   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 6, 2011

3

AMENDMENT NO. 12
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 May 23, 2011, as follows:
          WHEREAS, the parties desire to amend the Plan to add the following Portfolios: Invesco Van Kampen American Franchise Fund, Invesco Global Core Equity Fund and Invesco Van Kampen Value Opportunities 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 Van Kampen American Franchise 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 Global Core Equity 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 Balanced-Risk Commodity Strategy 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 %
Invesco Van Kampen Value Opportunities 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: May 23, 2011

3

AMENDMENT NO. 13
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 May 31, 2011, as follows:
          WHEREAS, the parties desire to amend the Plan to add the following Portfolio: Invesco Emerging Markets Equity 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 Van Kampen American Franchise 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 Global Core Equity 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 %

2


 

                         
    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 Balanced-Risk Commodity Strategy Fund
    0.25 %     0.25 %     0.50 %
Invesco Emerging Market Local Currency Debt Fund
    0.25 %     0.25 %     0.50 %
Invesco Emerging Markets Equity 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 %
                         
    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 %
Invesco Van Kampen Value Opportunities Fund 0.25% 0.25% 0.50%”
    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: May 31, 2011

3

AMENDMENT NO. 14
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 6, 2011, as follows:
          WHEREAS, the parties desire to amend the Plan to add the following Portfolio: Invesco Van Kampen Corporate Bond 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 Van Kampen American Franchise 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 Global Core Equity 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 %

2


 

                         
    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 Balanced-Risk Commodity Strategy Fund
    0.25 %     0.25 %     0.50 %
Invesco Emerging Market Local Currency Debt Fund
    0.25 %     0.25 %     0.50 %
Invesco Emerging Markets Equity 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 %
                         
    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 %
Invesco Van Kampen Corporate Bond 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 %
Invesco Van Kampen Value Opportunities 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 6, 2011

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