As filed with the United States Securities and Exchange Commission on December 14, 2011
1933 Act Registration. No. 002-58287
1940 Act Registration. No. 811-02729
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
     
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  þ
 
   
      Pre-Effective Amendment No.                      
  o
 
   
      Post-Effective Amendment No. 62
  þ
 
   
and/or
   
 
   
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
  þ
      Amendment No. 63
   
(Check appropriate box or boxes.)
SHORT-TERM INVESTMENTS TRUST
(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, TX 77046-1173
(Name and Address of Agent for Service)
Copy to:
     
Seba Kurian, Esquire
Invesco Advisers, Inc.
11 Greenway Plaza, Suite 2500
Houston, Texas 77046-1173
  E. Carolan Berkley, Esquire
Stradley Ronon, Stevens & Young, LLP
2600 One Commerce Square
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 December 16, 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 December 16, 2011
 
     
 
 
 
 
Liquid Assets Portfolio
 
STIC Prime Portfolio
 
Treasury Portfolio
 
Government & Agency Portfolio
 
Government TaxAdvantage Portfolio
 
Tax-Free Cash Reserve Portfolio
 
Cash Management Classes
 
Liquid Assets Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
STIC Prime Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Treasury Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government & Agency Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government TaxAdvantage Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Tax-Free Cash Reserve Portfolio’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
 
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 Funds:
n   is not FDIC insured;
n   may lose value; and
n   is not guaranteed by a bank.
 
There can be no assurance that each Fund will be able to maintain a stable net asset value of $1.00 per share.


 

 
Table of Contents
 
 
         
  1    
Liquid Assets Portfolio
  1    
STIC Prime Portfolio
  2    
Treasury Portfolio
  4    
Government & Agency Portfolio
  6    
Government TaxAdvantage Portfolio
  7    
Tax-Free Cash Reserve Portfolio
  9    
  11    
Liquid Assets Portfolio
  11    
STIC Prime Portfolio
  12    
Treasury Portfolio
  14    
Government & Agency Portfolio
  14    
Government TaxAdvantage Portfolio
  15    
Tax-Free Cash Reserve Portfolio
  16    
         
  17    
The Adviser(s)
  17    
Adviser Compensation
  17    
         
  18    
Dividends and Distributions
  18    
         
  19    
         
  20    
         
  A-1    
Distribution and Service (12b-1) Fees
  A-1    
Purchasing Shares
  A-1    
Redeeming Shares
  A-2    
Pricing of Shares
  A-3    
Frequent Purchases and Redemptions of Fund Shares
  A-4    
Taxes
  A-4    
Important Notice Regarding Delivery of Security Holder Documents
  A-5    
         
Obtaining Additional Information
  Back Cover    
 
 
        Short-Term Investment Trust


 

 
Fund Summaries
 
LIQUID ASSETS PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Cash Management    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Cash Management    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    0.10      
Other Expenses
    0.02      
Total Annual Fund Operating Expenses
    0.27      
Fee Waiver and/or Expense Reimbursement 2
    0.05      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.22      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.02% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Cash Management Class shares to 0.22% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Cash Management Class
  $ 23     $ 82     $ 147     $ 338      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with Security and Exchange Commission (SEC) rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected by political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of
 
1        Short-Term Investment Trust


 

those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Cash Management Class year-to-date (ended September 30, 2011): 0.04%
Best Quarter (ended March 31, 2001): 1.41%
Worst Quarter (ended March 31, 2010): 0.01%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Cash Management Class: Inception (1/17/1996)     0.11 %     2.69 %     2.46 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Cash Management Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
STIC PRIME PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
 
2        Short-Term Investment Trust


 

             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Cash Management    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Cash Management    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    0.10      
Other Expenses
    0.04      
Total Annual Fund Operating Expenses
    0.29      
Fee Waiver and/or Expense Reimbursement 2
    0.07      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.22      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.02% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Cash Management Class shares to 0.22% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Cash Management Class
  $ 23     $ 86     $ 156     $ 361      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other
 
3        Short-Term Investment Trust


 

actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Cash Management Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.39%
Worst Quarter (ended September 30, 2009, December 31, 2009 and March 31, 2010): 0.01%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Cash Management Class: Inception (6/30/1994)     0.07 %     2.57 %     2.37 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Cash Management Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TREASURY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Cash Management    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
 
4        Short-Term Investment Trust


 

             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Cash Management    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    0.10      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses
    0.28      
Fee Waiver and/or Expense Reimbursement 2
    0.06      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.22      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.02% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Cash Management Class shares to 0.22% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Cash Management Class
  $ 23     $ 84     $ 151     $ 350      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
5        Short-Term Investment Trust


 

Annual Total Returns
 
Cash Management Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.36%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Cash Management Class: Inception (8/18/1993)     0.02 %     2.25 %     2.19 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Cash Management Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
GOVERNMENT & AGENCY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Cash Management    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Cash Management    
 
Management Fees
    0.10 %    
Distribution and/or Service (12b-1) Fees 1
    0.10      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses
    0.23      
Fee Waiver and/or Expense Reimbursement 2
    0.02      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.21      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.02% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Cash Management Class shares to 0.22% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Cash Management Class
  $ 22     $ 72     $ 127     $ 291      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain
 
6        Short-Term Investment Trust


 

exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Cash Management Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.39%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Cash Management Class: Inception (9/1/1998)     0.02 %     2.46 %     2.32 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Cash Management Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
GOVERNMENT TAXADVANTAGE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
7        Short-Term Investment Trust


 

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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Cash Management    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Cash Management    
 
Management Fees
    0.18 %    
Distribution and/or Service (12b-1) Fees 1
    0.10      
Other Expenses
    0.08      
Total Annual Fund Operating Expenses
    0.36      
Fee Waiver and/or Expense Reimbursement 2
    0.14      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.22      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.02% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Cash Management Class shares to 0.22% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Cash Management Class
  $ 23     $ 102     $ 188     $ 442      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
8        Short-Term Investment Trust


 

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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Cash Management Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.35%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Cash Management Class: Inception (12/30/1999)     0.02 %     2.37 %     2.24 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Cash Management Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TAX-FREE CASH RESERVE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Cash Management    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Cash Management    
 
Management Fees
    0.23 %    
Distribution and/or Service (12b-1) Fees 1
    0.10      
Other Expenses
    0.06      
Total Annual Fund Operating Expenses
    0.39      
Fee Waiver and/or Expense Reimbursement 2
    0.06      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.33      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.02% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Cash Management Class shares to 0.33% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Cash Management Class
  $ 34     $ 119     $ 213     $ 487      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which
 
9        Short-Term Investment Trust


 

include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
10        Short-Term Investment Trust


 

Annual Total Returns
 
Cash Management Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended June 30, 2007 and September 30, 2007): 0.87%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Cash Management Class: Inception (1/4/1999)     0.02 %     1.75 %     1.64 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Cash Management Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions primarily are exempt from regular federal income tax. A portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes. The Fund may also make distributions that are taxable to you as ordinary income.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
Investment Objective(s), Strategies, Risks and Portfolio Holdings
 
Liquid Assets Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s Statement of Additional Information (SAI) and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political,
 
11        Short-Term Investment Trust


 

economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
STIC Prime Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
12        Short-Term Investment Trust


 

 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
13        Short-Term Investment Trust


 

Treasury Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Government & Agency Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board
 
14        Short-Term Investment Trust


 

of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Government TaxAdvantage Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states. Shares of the Fund are intended to qualify as eligible investments for federally chartered credit unions pursuant to Section 107(7), 107(8) and 107(15) of the Federal Credit Union Act, Part 703 of the National Credit Union Administration (NCUA) Rules and Regulations and NCUA Letter Number 155.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or
 
15        Short-Term Investment Trust


 

other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Tax-Free Cash Reserve Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s
 
16        Short-Term Investment Trust


 

securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
Portfolio Holdings
Information concerning the Fund’s portfolio holdings as well as its dollar-weighted average portfolio maturity and dollar-weighted average life to maturity as of the last business day of the preceding month will be posted on its Web site no later than five business days after the end of the month and remain posted on the Web site for six months thereafter.
 
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. (Invesco or the Adviser) serves as each Fund’s investment adviser. The Adviser manages the investment operations of each 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 each 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.
 
Pending Litigation.   Detailed information concerning pending litigation can be found in the SAI.
 
Adviser Compensation
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.10% of Liquid Assets Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.09% of STIC Prime Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.08% of Treasury Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.04% of Government & Agency Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.01% of Government TaxAdvantage Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.17% of Tax-Free Cash Reserve Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
The Adviser, Invesco Distributors, or one of their affiliates may, from time to time, at their expense out of their own financial resources make cash payments to financial intermediaries for marketing support and/or administrative support. These marketing support payments and administrative support payments are in addition to the payments by the Funds described in this prospectus. Because they are not paid by the Funds, these marketing support payments and administrative support payments
 
17        Short-Term Investment Trust


 

will not change the price paid by investors for the purchase of the Funds’ shares or the amount that a Fund will receive as proceeds from such sales. In certain cases these cash payments could be significant to the financial intermediaries. These cash payments may also create an incentive for a financial intermediary to recommend or sell shares of the Funds to its customers. Please contact your financial intermediary for details about any payments they or their firm may receive in connection with the sale of shares of the Funds or the provision of services to the Funds. Also, please see the Funds’ SAI for more information of these types of payments.
 
A discussion regarding the basis for the Board of Trustees’ approval of the investment advisory agreement and investment sub-advisory agreements of each Fund is available in each Fund’s most recent annual report to shareholders for the twelve-month period ended August 31.
 
 
Other Information
 
Dividends and Distributions
Liquid Assets Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
STIC Prime Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Treasury Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government & Agency Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government TaxAdvantage Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Tax-Free Cash Reserve Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of tax-exempt income.
 
Dividends
Liquid Assets Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
STIC Prime Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Treasury Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government & Agency Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government TaxAdvantage Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Tax-Free Cash Reserve Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Dividends are paid on settled shares of the Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio as of 5:30 p.m. Eastern Time, of the STIC Prime Portfolio as of 4:30 p.m. Eastern Time, and of the Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio as of 3:30 p.m. Eastern Time (“Settlement Time”). If a Fund closes early on a business day, such Fund will pay dividends on settled shares at such earlier closing time. Generally, shareholders whose purchase orders have been accepted by the Funds prior to the respective Fund’s Settlement Time, or an earlier close time on any day that a Fund closes early, and shareholders whose redemption proceeds have not been wired to them on any business day are eligible to receive dividends on that business day. The dividend declared on any day preceding a non-business day or days of a Fund will include the net income accrued on such non-business day or days. Dividends and distributions are reinvested in the form of additional full and fractional shares at net asset value unless the shareholder has elected to have such dividends and distributions paid in cash. See “Pricing of Shares – Timing of Orders” for a description of the Fund’s business days.
 
Capital Gains Distributions
Liquid Assets Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
STIC Prime Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Treasury Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government & Agency Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government TaxAdvantage Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Tax-Free Cash Reserve Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
 
18        Short-Term Investment Trust


 

 
 
Financial Highlights
 
The financial highlights tables are intended to help you understand each Fund’s financial performance of the Cash Management Class shares. Certain information reflects financial results for a single Fund share.
 
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and distributions).
 
This information has been audited by PricewaterhouseCoopers LLP, whose report, along with each Fund’s financial statements, is included in each Fund’s annual report, which is available upon request.
 
Cash Management Class
 
                                                                                                         
                                            Ratio of
  Ratio of
   
            Net gains
                              expenses
  expenses
   
            (losses)
                              to average
  to average net
  Ratio of net
    Net asset
      on securities
      Dividends
  Distributions
                  net assets
  assets without
  investment
    value,
  Net
  (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
    beginning
  investment
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
    of period   income   unrealized)   operations   income   gains   Distributions   of period   Return (a)   (000s omitted)   absorbed   absorbed   net assets
 
 
Liquid Assets Portfolio                                                                                                        
Year ended 08/31/11   $ 1.00     $ 0.00 (b)   $ (0.00 )   $ 0.00     $ (0.00 )   $     $ (0.00 )   $ 1.00       0.08 %   $ 1,567,468       0.21 % (c)     0.27 % (c)     0.08 % (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.11       2,627,363       0.22       0.28       0.12  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       1.22       3,194,408       0.24       0.31       1.09  
Year ended 08/31/08     1.00       0.04 (b)     0.00       0.04       (0.04 )     (0.00 )     (0.04 )     1.00       3.72       2,998,653       0.20       0.27       3.56  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.29       3,397,869       0.20       0.28       5.17  
STIC Prime Portfolio                                                                                                        
Year ended 08/31/11     1.00       0.00 (b)           0.00       (0.00 )           (0.00 )     1.00       0.04       451,634       0.20 (c)     0.29 (c)     0.04 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.07       451,404       0.21       0.29       0.08  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.81       914,099       0.25       0.33       0.85  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.55       1,586,211       0.20       0.28       3.38  
Year ended 08/31/07     1.00       0.05             0.05       (0.05 )           (0.05 )     1.00       5.30       2,146,528       0.20       0.29       5.17  
Treasury Portfolio                                                                                                        
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.02       6,379,706       0.12 (c)     0.28 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       5,279,601       0.15       0.28       0.03  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.31       11,498,817       0.22       0.30       0.30  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )     (0.00 )     (0.03 )     1.00       2.85       7,556,878       0.20       0.28       2.58  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.08       2,833,734       0.20       0.29       4.95  
Government & Agency Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.02       1,674,548       0.14 (c)     0.23 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.04       1,042,886       0.20       0.23       0.04  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.65       1,924,916       0.22       0.25       0.52  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.34       1,028,040       0.20       0.24       3.20  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.22       730,316       0.20       0.25       5.10  
Government TaxAdvantage Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       39,369       0.11 (c)     0.36 (c)     0.03 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       9,810       0.14       0.36       0.04  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.51       25,731       0.22       0.40       0.44  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.19       29,100       0.20       0.34       3.22  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.12       93,310       0.20       0.40       5.00  
Tax-Free Cash Reserve Portfolio
Year ended 08/31/11     1.00       0.00 (b)     (0.00 )     0.00       (0.00 )           (0.00 )     1.00       0.02       106,336       0.26 (c)     0.39 (c)     0.03 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       128,256       0.29       0.39       0.03  
Year ended 08/31/09     1.00       0.01 (b)     (0.00 )     0.01       (0.01 )           (0.01 )     1.00       0.83       360,427       0.35       0.41       0.96  
Five months ended 08/31/08     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.69       895,899       0.30 (d)     0.35 (d)     1.68 (d)
Year ended 03/31/08     1.00       0.03       (0.00 )     0.03       (0.03 )           (0.03 )     1.00       3.19       789,753       0.30       0.35       3.15  
Year ended 03/31/07     1.00       0.03             0.03       (0.03 )           (0.03 )     1.00       3.33       721,351       0.30       0.35       3.28  
     
(a)
  Includes adjustments in accordance with accounting principles generally accepted in the United States of America.
(b)
  Calculated using average shares outstanding.
(c)
  Ratios are based on average daily net assets (000’s) of $2,214,082, $486,337, $5,419,142, $1,210,302, $19,183 and $132,403 for Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio, and Tax-Free Cash Reserve Portfolio, respectively.
(d)
  Annualized.
 
19        Short-Term Investment Trust


 

 
Hypothetical Investment and Expense Information
 
In connection with the final settlement reached between Invesco and certain of its affiliates with certain regulators, including the New York Attorney General’s Office, the SEC and the Colorado Attorney General’s Office (the settlement) arising out of certain market timing and unfair pricing allegations made against Invesco and certain of its affiliates, Invesco and certain of its affiliates agreed, among other things, to disclose certain hypothetical information regarding investment and expense information to Fund shareholders. The chart below is intended to reflect the annual and cumulative impact of the Fund’s expenses, including investment advisory fees and other Fund costs, on the Fund’s returns over a 10-year period. The example reflects the following:
  n   You invest $10,000 in the Fund and hold it for the entire 10-year period; and
  n   Your investment has a 5% return before expenses each year.
 
There is no assurance that the annual expense ratio will be the expense ratio for the Fund classes for any of the years shown. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.
                                                                                 
 
Liquid Assets Portfolio — CASH MANAGEMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .22%     0 .27%     0 .27%     0 .27%     0 .27%     0 .27%     0 .27%     0 .27%     0 .27%     0 .27%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .78%     9 .74%     14 .93%     20 .36%     26 .06%     32 .02%     38 .26%     44 .80%     51 .65%     58 .82%
End of Year Balance
  $ 10,478 .00   $ 10,973 .61   $ 11,492 .66   $ 12,036 .26   $ 12,605 .58   $ 13,201 .82   $ 13,826 .27   $ 14,480 .25   $ 15,165 .17   $ 15,882 .48
Estimated Annual Expenses
  $ 22 .53   $ 28 .96   $ 30 .33   $ 31 .76   $ 33 .27   $ 34 .84   $ 36 .49   $ 38 .21   $ 40 .02   $ 41 .91
 
STIC Prime Portfolio — CASH MANAGEMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .22%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .78%     9 .72%     14 .88%     20 .29%     25 .96%     31 .89%     38 .10%     44 .61%     51 .42%     58 .55%
End of Year Balance
  $ 10,478 .00   $ 10,971 .51   $ 11,488 .27   $ 12,029 .37   $ 12,595 .95   $ 13,189 .22   $ 13,810 .43   $ 14,460 .91   $ 15,142 .01   $ 15,855 .20
Estimated Annual Expenses
  $ 22 .53   $ 31 .10   $ 32 .57   $ 34 .10   $ 35 .71   $ 37 .39   $ 39 .15   $ 40 .99   $ 42 .92   $ 44 .95
 
Treasury Portfolio — CASH MANAGEMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .22%     0 .28%     0 .28%     0 .28%     0 .28%     0 .28%     0 .28%     0 .28%     0 .28%     0 .28%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .78%     9 .73%     14 .90%     20 .33%     26 .01%     31 .96%     38 .18%     44 .71%     51 .54%     58 .69%
End of Year Balance
  $ 10,478 .00   $ 10,972 .56   $ 11,490 .47   $ 12,032 .82   $ 12,600 .77   $ 13,195 .52   $ 13,818 .35   $ 14,470 .58   $ 15,153 .59   $ 15,868 .84
Estimated Annual Expenses
  $ 22 .53   $ 30 .03   $ 31 .45   $ 32 .93   $ 34 .49   $ 36 .11   $ 37 .82   $ 39 .60   $ 41 .47   $ 43 .43
 
Government & Agency Portfolio — CASH MANAGEMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .21%     0 .23%     0 .23%     0 .23%     0 .23%     0 .23%     0 .23%     0 .23%     0 .23%     0 .23%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .79%     9 .79%     15 .03%     20 .51%     26 .26%     32 .28%     38 .59%     45 .20%     52 .13%     59 .39%
End of Year Balance
  $ 10,479 .00   $ 10,978 .85   $ 11,502 .54   $ 12,051 .21   $ 12,626 .05   $ 13,228 .32   $ 13,859 .31   $ 14,520 .40   $ 15,213 .02   $ 15,938 .68
Estimated Annual Expenses
  $ 21 .50   $ 24 .68   $ 25 .85   $ 27 .09   $ 28 .38   $ 29 .73   $ 31 .15   $ 32 .64   $ 34 .19   $ 35 .82
 
Government TaxAdvantage Portfolio — CASH MANAGEMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .22%     0 .36%     0 .36%     0 .36%     0 .36%     0 .36%     0 .36%     0 .36%     0 .36%     0 .36%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .78%     9 .64%     14 .73%     20 .05%     25 .62%     31 .45%     37 .55%     43 .93%     50 .61%     57 .60%
End of Year Balance
  $ 10,478 .00   $ 10,964 .18   $ 11,472 .92   $ 12,005 .26   $ 12,562 .30   $ 13,145 .20   $ 13,755 .13   $ 14,393 .37   $ 15,061 .22   $ 15,760 .06
Estimated Annual Expenses
  $ 22 .53   $ 38 .60   $ 40 .39   $ 42 .26   $ 44 .22   $ 46 .27   $ 48 .42   $ 50 .67   $ 53 .02   $ 55 .48
 
Tax-Free Cash Reserve Portfolio — CASH MANAGEMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .33%     0 .39%     0 .39%     0 .39%     0 .39%     0 .39%     0 .39%     0 .39%     0 .39%     0 .39%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .67%     9 .50%     14 .54%     19 .82%     25 .35%     31 .13%     37 .17%     43 .49%     50 .11%     57 .03%
End of Year Balance
  $ 10,467 .00   $ 10,949 .53   $ 11,454 .30   $ 11,982 .35   $ 12,534 .73   $ 13,112 .58   $ 13,717 .07   $ 14,349 .43   $ 15,010 .94   $ 15,702 .94
Estimated Annual Expenses
  $ 33 .77   $ 41 .76   $ 43 .69   $ 45 .70   $ 47 .81   $ 50 .01   $ 52 .32   $ 54 .73   $ 57 .25   $ 59 .89
 
 
     

1 Your actual expenses may be higher or lower than those shown.
   
 
20        Short-Term Investment Trust


 

 
General Information
 
Each Fund consists of seven classes of shares that share a common investment objective and portfolio of investments. The seven classes differ only with respect to distribution arrangements and any applicable associated Rule 12b-1 fees and expenses.
 
Distribution and Service (12b-1) Fees
Each Fund has adopted a 12b-1 plan with respect to each class other than the Institutional Class that allows each Fund to pay distribution and service fees to Invesco Distributors, Inc. (the distributor) for the sale and distribution of its shares and fees for services provided to investors. Because each Fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
 
Purchasing Shares
 
Minimum Investments Per Fund Account
The minimum investments for Cash Management Class accounts are as follows:
 
                 
 
    Initial
  Additional
Class   Investments*   Investments
 
Cash Management Class
  $ 1 million       No minimum  
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
How to Purchase Shares
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 5:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 5:30 p.m. Eastern Time on a business day. If you wish to place an order between 5:00 p.m. and 5:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If a Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Funds verify and record your identifying information.
 
STIC Prime Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 4:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 4:30 p.m. Eastern Time on a business day. If you wish to place an order between 4:00 p.m. and 4:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Government TaxAdvantage Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Tax-Free Cash Reserve Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; or send your request by a pre-arranged Liquidity LINK data transmission however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
         
Purchase Options
    Opening An Account   Adding To An Account
 
Through a Financial Intermediary   Contact your financial intermediary   Same
    The financial intermediary should forward your completed account application to the transfer agent,
    Invesco Investment Services, Inc.
P.O. Box 219286
Kansas City, MO 64121-9286
    The financial intermediary should call the transfer agent at (800) 659-1005 to receive an account number.
    The intermediary should use the following wire instructions:
    The Bank of New York
ABA/Routing #: 021000018
DDA: 8900118377
Invesco Investment Services, Inc.
    For Further Credit to Your Account #
    If you do not know your account # or settle on behalf of multiple accounts, please contact the transfer agent for assistance.
 
A-1        The Invesco Funds

MCF—12/11


 

         
Purchase Options
    Opening An Account   Adding To An Account
 
By Telephone   Open your account as described above.   Call the transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above.
By Liquidity LINK ®   Open your account as described above.   Complete an Liquidity LINK ® Agreement. Mail the application and agreement to the transfer agent. Once your request for this option has been processed, you may place your order via Liquidity LINK.
 
Automatic Dividend and Distribution Investment
All of your dividends and distributions may be paid in cash or invested in the same Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same Fund in the form of full and fractional shares at net asset value.
 
Redeeming Shares
 
Redemption Fees
We will not charge you any fees to redeem your shares. Your broker or financial intermediary may charge service fees for handling redemption transactions.
 
How to Redeem Shares
 
     
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 5:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 5:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 5:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
STIC Prime Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 4:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 4:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 4:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Government TaxAdvantage Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 3:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 3:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Tax-Free Cash Reserve Portfolio
 
Through a Financial Intermediary   Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Telephone   A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the transfer agent before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Liquidity LINK ®   If you place your redemption request via Liquidity LINK, the transfer agent must generally receive your redemption request before 12:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price. Redemption orders of shares placed between 12:30 and 3:30 p.m. Eastern Time must be transmitted by telephone or a pre-arranged data transmission.
 
Payment of Redemption Proceeds
All redemption orders are processed at the net asset value next determined after the transfer agent receives a redemption order.
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
We will normally wire payment for redemptions received prior to 5:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 5:30 p.m. Eastern Time, the redemption will be effected at the net asset value of each Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If a Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, a Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
A-2        The Invesco Funds


 

STIC Prime Portfolio
We will normally wire payment for redemptions received prior to 4:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 4:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Government TaxAdvantage Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Tax-Free Cash Reserve Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Redemptions by Telephone
If you redeem by telephone, we will transmit the amount of the redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine and are not liable for telephone instructions that are reasonably believed to be genuine.
 
Redemptions by Liquidity LINK
If you redeem via Liquidity LINK, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We are not liable for Liquidity LINK instructions that are not genuine.
 
Redemptions by the Funds
If a Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or a Fund is not able to verify your identity as required by law, a Fund may, at its discretion, redeem the account and distribute the proceeds to you.
 
Each Fund and its agent reserve the right at any time to:
n   reject or cancel all or any part of any purchase order;
n   modify any terms or conditions of purchase of shares of any fund; or
n   suspend, change or withdraw all or any part of the offering made by this prospectus.
 
Pricing of Shares
 
Determination of Net Asset Value
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 5:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee that their net asset value will always remain at $1.00 per share.
 
STIC Prime Portfolio
The price of the Fund’s shares is the Fund’s net asset value per share. The Fund will generally determine the net asset value of its shares at 4:30 p.m. Eastern Time.
 
If the Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
The Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable the Fund to price its shares at $1.00 per share. The Fund cannot guarantee that its net asset value will always remain at $1.00 per share.
 
Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 3:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to
 
A-3        The Invesco Funds


 

enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee their net asset value will always remain at $1.00 per share.
 
Timing of Orders
Each Fund opens for business at 8:30 a.m. Eastern Time. Each Fund prices purchase and redemption orders on each business day at the net asset value calculated after the transfer agent receives an order in good form.
 
A business day is any day that the Federal Reserve Bank of New York and The Bank of New York Mellon, the Funds’ custodian, are open for business. Each fund is authorized not to open for trading on a day that is otherwise a business day if the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading; any such day will not be considered a business day. Each Fund also may close early on a business day if the SIFMA recommends that government securities dealers close early.
 
If the financial intermediary through which you place purchase and redemption orders places its orders to the transfer agent through the NSCC, the transfer agent may not receive those orders until the next business day after the order has been entered into the NSCC.
 
Each Fund may postpone the right of redemption under unusual circumstances, as allowed by the SEC, such as when the New York Stock Exchange restricts or suspends trading.
 
Each Fund reserves the right to change the time for which purchase and redemption orders must be submitted to and received by the transfer agent for execution on the same day.
 
Thirty-minutes prior to the Funds’ net asset value determination, Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, and Government TaxAdvantage Portfolio may, in their discretion, limit or refuse to accept purchase orders and may not provide same-day payment of redemption proceeds.
 
During the period between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, Tax-Free Cash Reserve Portfolio may, in its discretion, refuse to accept purchase orders and may not provide same-day settlement of redemption orders. On days that the Fund closes early, the fund may, in its discretion, refuse to accept purchase orders and may not provide same day settlement of redemption orders for such purchases and redemption orders received by the transfer agent (i) if the Fund closes after 12:30 p.m. Eastern Time, between 12:30 p.m. Eastern Time and the time the Fund closes, and (ii) if the Fund closes on or before 12:30 p.m. Eastern Time, during the thirty minute period prior to the Fund’s net asset value determination.
 
Frequent Purchases and Redemptions of Fund Shares
The Board of the Funds has not adopted any policies and procedures that would limit frequent purchases and redemptions of the Funds’ shares. The Board does not believe that it is appropriate to adopt any such policies and procedures for the following reasons:
n   Each Fund is offered to investors as a cash management vehicle. Investors must perceive an investment in such Fund as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently.
n   One of the advantages of a money market Fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund.
n   Each Fund’s portfolio securities are valued on the basis of amortized cost, and the Fund seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.
n   Because each Fund seeks to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in the Fund. Imposition of redemption fees would run contrary to investor expectations.
 
The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described above. Nonetheless, to the extent that each Fund must maintain additional cash and/or securities with shorter-term durations than may otherwise be required, the Fund’s yield could be negatively impacted.
 
Each Fund and its agent reserves the right at any time to reject or cancel any part of any purchase order. This could occur if each Fund determines that such purchase may disrupt the Fund’s operation or performance.
 
Taxes
 
Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
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:
n   A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income are generally taxable to you as ordinary income.
n   Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains.
n   None of the dividends paid by a Fund will qualify for the dividends received deduction in the case of corporate shareholders or as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders.
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 capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. 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.
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 a 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 generally are subject to state and local income taxes.
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.
 
A-4        The Invesco Funds


 

Tax-Free Cash Reserve Portfolio
n   You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in your gross income for federal income tax purposes. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares.
n   A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you. However, under recently enacted provisions of the American Recovery and Reinvestment Act of 2009, tax exempt interest on such municipal securities issued in 2009 and 2010 is not an item of tax preference for purposes of the alternative minimum tax.
n   Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states.
n   A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains.
n   A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends 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.
 
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.
 
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.
 
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-5        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 each Fund and is incorporated by reference into this prospectus (is legally a part of this prospectus). Annual and semi-annual reports to shareholders contain additional information about each Fund’s investments. Each Fund’s annual report also discusses the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. Each Fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.
 
If you have questions about an Invesco Fund or your account, or you wish to obtain a free copy of 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 219286
Kansas City, MO 64121-9286
     
By Telephone:   (800) 659-1005
     
On the Internet:   You can send us a request by e-mail or download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us
 
You can also review and obtain copies of each Fund’s SAI, 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]
     
     
Liquid Assets Portfolio
STIC Prime Portfolio
Treasury Portfolio and
  Government & Agency Portfolio
Government TaxAdvantage Portfolio
Tax-Free Cash Reserve Portfolio
SEC 1940 Act file number: 811-02729
 
   
     
     
invesco.com/us   CM-STIT-PRO-3
   


 

 
Prospectus December 16, 2011
 
     
 
 
 
 
Liquid Assets Portfolio (LPCXX)
 
STIC Prime Portfolio (SSCXX)
 
Treasury Portfolio (TYCXX)
 
Government & Agency Portfolio (AGCXX)
 
Government TaxAdvantage Portfolio (TACXX)
 
Tax-Free Cash Reserve Portfolio (TFOXX)
 
Corporate Classes
 
Liquid Assets Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
STIC Prime Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Treasury Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government & Agency Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government TaxAdvantage Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Tax-Free Cash Reserve Portfolio’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
 
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 Funds:
n   is not FDIC insured;
n   may lose value; and
n   is not guaranteed by a bank.
 
There can be no assurance that each Fund will be able to maintain a stable net asset value of $1.00 per share.


 

 
Table of Contents
 
 
         
  1    
Liquid Assets Portfolio
  1    
STIC Prime Portfolio
  2    
Treasury Portfolio
  4    
Government & Agency Portfolio
  6    
Government TaxAdvantage Portfolio
  7    
Tax-Free Cash Reserve Portfolio
  9    
  11    
Liquid Assets Portfolio
  11    
STIC Prime Portfolio
  12    
Treasury Portfolio
  14    
Government & Agency Portfolio
  14    
Government TaxAdvantage Portfolio
  15    
Tax-Free Cash Reserve Portfolio
  16    
         
  17    
The Adviser(s)
  17    
Adviser Compensation
  17    
         
  18    
Dividends and Distributions
  18    
         
  19    
         
  20    
         
  A-1    
Distribution and Service (12b-1) Fees
  A-1    
Purchasing Shares
  A-1    
Redeeming Shares
  A-2    
Pricing of Shares
  A-3    
Frequent Purchases and Redemptions of Fund Shares
  A-4    
Taxes
  A-4    
Important Notice Regarding Delivery of Security Holder Documents
  A-5    
         
Obtaining Additional Information
  Back Cover    
 
 
        Short-Term Investment Trust


 

 
Fund Summaries
 
LIQUID ASSETS PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Corporate    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Corporate    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees
    0.03      
Other Expenses
    0.02      
Total Annual Fund Operating Expenses
    0.20      
Fee Waiver and/or Expense Reimbursement 1
    0.03      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.17      
     
1
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Corporate Class shares to 0.17%. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Corporate Class
  $ 17     $ 61     $ 110     $ 252      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with Security and Exchange Commission (SEC) rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected by political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
1        Short-Term Investment Trust


 

Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Corporate Class year-to-date (ended September 30, 2011): 0.07%
Best Quarter (ended September 30, 2006, December 31, 2006 and September 30, 2007): 1.32%
Worst Quarter (ended March 31, 2010): 0.03%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  Since
   
    Year   Years   Inception    
 
Corporate Class: Inception (3/29/2005)     0.16 %     2.75 %     2.84 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Corporate Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
STIC PRIME PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
 
2        Short-Term Investment Trust


 

             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Corporate    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Corporate    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees
    0.03      
Other Expenses
    0.04      
Total Annual Fund Operating Expenses
    0.22      
Fee Waiver and/or Expense Reimbursement 1
    0.05      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.17      
     
1
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Corporate Class shares to 0.17%. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Corporate Class
  $ 17     $ 66     $ 119     $ 275      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price.
 
3        Short-Term Investment Trust


 

The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Corporate Class year-to-date (ended September 30, 2011): 0.04%
Best Quarter (ended September 30, 2006, December 31, 2006 and September 30, 2007): 1.32%
Worst Quarter (ended March 31, 2010): 0.02%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  Since
   
    Year   Years   Inception    
 
Corporate Class: Inception (3/31/2005)     0.12 %     2.62 %     2.73 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Corporate Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TREASURY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Corporate    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
 
4        Short-Term Investment Trust


 

             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Corporate    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees
    0.03      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses
    0.21      
Fee Waiver and/or Expense Reimbursement 1
    0.04      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.17      
     
1
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Corporate Class shares to 0.17%. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Corporate Class
  $ 17     $ 64     $ 114     $ 264      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Corporate Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended December 31, 2006): 1.29%
Worst Quarter (ended March 31, 2010): 0.00%
 
 
5        Short-Term Investment Trust


 

                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  Since
   
    Year   Years   Inception    
 
Corporate Class: Inception (8/1/2005)     0.03 %     2.29 %     2.39 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Corporate Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
GOVERNMENT & AGENCY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Corporate    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Corporate    
 
Management Fees
    0.10 %    
Distribution and/or Service (12b-1) Fees
    0.03      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses 1
    0.16      
     
1
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Corporate Class shares to 0.17%. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Corporate Class
  $ 16     $ 52     $ 90     $ 205      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
6        Short-Term Investment Trust


 

 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Corporate Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended December 31, 2006): 1.31%
Worst Quarter (ended March 31, 2010 and December 31, 2010): 0.01%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  Since
   
    Year   Years   Inception    
 
Corporate Class: Inception (6/30/2005)     0.06 %     2.51 %     2.61 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Corporate Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
GOVERNMENT TAXADVANTAGE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
 
7        Short-Term Investment Trust


 

             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Corporate    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Corporate    
 
Management Fees
    0.18 %    
Distribution and/or Service (12b-1) Fees
    0.03      
Other Expenses
    0.08      
Total Annual Fund Operating Expenses
    0.29      
Fee Waiver and/or Expense Reimbursement 1
    0.12      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.17      
     
1
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Corporate Class shares to 0.17%. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Corporate Class
  $ 17     $ 81     $ 151     $ 356      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
8        Short-Term Investment Trust


 

Annual Total Returns
 
Corporate Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended June 30, 2007): 1.27%
Worst Quarter (ended December 31, 2009, March 31, 2010, June 30, 2010, September 30, 2010 and December 31, 2010): 0.01%
 
                         
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  Since
   
    Year   Inception    
 
Corporate Class: Inception (2/23/2006)     0.02 %     2.35 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Corporate Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TAX-FREE CASH RESERVE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Corporate    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Corporate    
 
Management Fees
    0.23 %    
Distribution and/or Service (12b-1) Fees
    0.03      
Other Expenses
    0.06      
Total Annual Fund Operating Expenses
    0.32      
Fee Waiver and/or Expense Reimbursement 1
    0.04      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.28      
     
1
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Corporate Class shares to 0.28%. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Corporate Class
  $ 29     $ 99     $ 176     $ 402      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio
 
9        Short-Term Investment Trust


 

securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
10        Short-Term Investment Trust


 

Annual Total Returns
 
Corporate Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended June 30, 2007 and September 30, 2007): 0.88%
Worst Quarter (ended March 31, 2010, June 30, 2010, September 30, 2010 and December 31, 2010): 0.01%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  Since
   
    Year   Years   Inception    
 
Corporate Class: Inception (9/8/2005)     0.04 %     1.79 %     1.84 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Corporate Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions primarily are exempt from regular federal income tax. A portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes. The Fund may also make distributions that are taxable to you as ordinary income.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
Investment Objective(s), Strategies, Risks and Portfolio Holdings
 
Liquid Assets Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s Statement of Additional Information (SAI) and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political,
 
11        Short-Term Investment Trust


 

economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
STIC Prime Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
12        Short-Term Investment Trust


 

 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
13        Short-Term Investment Trust


 

Treasury Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Government & Agency Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board
 
14        Short-Term Investment Trust


 

of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Government TaxAdvantage Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states. Shares of the Fund are intended to qualify as eligible investments for federally chartered credit unions pursuant to Section 107(7), 107(8) and 107(15) of the Federal Credit Union Act, Part 703 of the National Credit Union Administration (NCUA) Rules and Regulations and NCUA Letter Number 155.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or
 
15        Short-Term Investment Trust


 

other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Tax-Free Cash Reserve Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s
 
16        Short-Term Investment Trust


 

securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
Portfolio Holdings
Information concerning the Fund’s portfolio holdings as well as its dollar-weighted average portfolio maturity and dollar-weighted average life to maturity as of the last business day of the preceding month will be posted on its Web site no later than five business days after the end of the month and remain posted on the Web site for six months thereafter.
 
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. (Invesco or the Adviser) serves as each Fund’s investment adviser. The Adviser manages the investment operations of each 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 each 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.
 
Pending Litigation.   Detailed information concerning pending litigation can be found in the SAI.
 
Adviser Compensation
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.10% of Liquid Assets Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.09% of STIC Prime Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.08% of Treasury Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.04% of Government & Agency Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.01% of Government TaxAdvantage Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.17% of Tax-Free Cash Reserve Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
The Adviser, Invesco Distributors, or one of their affiliates may, from time to time, at their expense out of their own financial resources make cash payments to financial intermediaries for marketing support and/or administrative support. These marketing support payments and administrative support payments are in addition to the payments by the Funds described in this prospectus. Because they are not paid by the Funds, these marketing support payments and administrative support payments
 
17        Short-Term Investment Trust


 

will not change the price paid by investors for the purchase of the Funds’ shares or the amount that a Fund will receive as proceeds from such sales. In certain cases these cash payments could be significant to the financial intermediaries. These cash payments may also create an incentive for a financial intermediary to recommend or sell shares of the Funds to its customers. Please contact your financial intermediary for details about any payments they or their firm may receive in connection with the sale of shares of the Funds or the provision of services to the Funds. Also, please see the Funds’ SAI for more information of these types of payments.
 
A discussion regarding the basis for the Board of Trustees’ approval of the investment advisory agreement and investment sub-advisory agreements of each Fund is available in each Fund’s most recent annual report to shareholders for the twelve-month period ended August 31.
 
 
Other Information
 
Dividends and Distributions
Liquid Assets Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
STIC Prime Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Treasury Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government & Agency Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government TaxAdvantage Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Tax-Free Cash Reserve Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of tax-exempt income.
 
Dividends
Liquid Assets Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
STIC Prime Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Treasury Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government & Agency Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government TaxAdvantage Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Tax-Free Cash Reserve Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Dividends are paid on settled shares of the Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio as of 5:30 p.m. Eastern Time, of the STIC Prime Portfolio as of 4:30 p.m. Eastern Time, and of the Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio as of 3:30 p.m. Eastern Time (“Settlement Time”). If a Fund closes early on a business day, such Fund will pay dividends on settled shares at such earlier closing time. Generally, shareholders whose purchase orders have been accepted by the Funds prior to the respective Fund’s Settlement Time, or an earlier close time on any day that a Fund closes early, and shareholders whose redemption proceeds have not been wired to them on any business day are eligible to receive dividends on that business day. The dividend declared on any day preceding a non-business day or days of a Fund will include the net income accrued on such non-business day or days. Dividends and distributions are reinvested in the form of additional full and fractional shares at net asset value unless the shareholder has elected to have such dividends and distributions paid in cash. See “Pricing of Shares – Timing of Orders” for a description of the Fund’s business days.
 
Capital Gains Distributions
Liquid Assets Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
STIC Prime Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Treasury Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government & Agency Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government TaxAdvantage Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Tax-Free Cash Reserve Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
 
18        Short-Term Investment Trust


 

 
Financial Highlights
 
The financial highlights tables are intended to help you understand each Fund’s financial performance of the Corporate Class shares. Certain information reflects financial results for a single Fund share.
 
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and distributions).
 
The information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report, which is available upon request.
 
Corporate Class
 
                                                                                                         
                                            Ratio of
  Ratio of
   
            Net gains
                              expenses
  expenses
   
            (losses)
                              to average
  to average net
  Ratio of net
    Net asset
      on securities
      Dividends
  Distributions
                  net assets
  assets without
  investment
    value,
  Net
  (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
    beginning
  investment
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
    of period   income   unrealized)   operations   income   gains   Distributions   of period   Return (a)   (000s omitted)   absorbed   absorbed   net assets
 
 
Liquid Assets Portfolio
Year ended 08/31/11   $ 1.00     $ 0.00 (b)   $ (0.00 )   $ 0.00     $ (0.00 )   $     $ (0.00 )   $ 1.00       0.12 %   $ 1,858,584       0.17 % (c)     0.20 % (c)     0.12 % (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.16       3,675,221       0.17       0.21       0.17  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       1.27       6,080,137       0.19       0.24       1.14  
Year ended 08/31/08     1.00       0.04 (b)     0.00       0.04       (0.04 )     (0.00 )     (0.04 )     1.00       3.77       2,491,241       0.15       0.20       3.61  
Year ended 08/31/07     1.00       0.05       (0.00 )     0.05       (0.05 )           (0.05 )     1.00       5.34       636,222       0.15       0.21       5.22  
STIC Prime Portfolio
Year ended 08/31/11     1.00       0.00 (b)           0.00       (0.00 )           (0.00 )     1.00       0.08       102,632       0.16 (c)     0.22 (c)     0.08 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.11       271,611       0.17       0.22       0.12  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.86       133,882       0.20       0.26       0.90  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.60       389,172       0.15       0.21       3.43  
Year ended 08/31/07     1.00       0.05             0.05       (0.05 )           (0.05 )     1.00       5.35       616,436       0.15       0.22       5.22  
Treasury Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.02       1,856,324       0.11 (c)     0.21 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       1,553,767       0.15       0.21       0.03  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.36       2,039,501       0.18       0.23       0.34  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )     (0.00 )     (0.03 )     1.00       2.90       859,460       0.15       0.21       2.63  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.14       448,144       0.15       0.22       5.00  
Government & Agency Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.04       1,344,281       0.13 (c)     0.16 (c)     0.04 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.08       1,170,076       0.16       0.16       0.08  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.70       1,798,303       0.17       0.18       0.57  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.39       27,199       0.15       0.17       3.25  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.28       317,772       0.15       0.18       5.15  
Government TaxAdvantage Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       50,842       0.10 (c)     0.29 (c)     0.04 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       6,010       0.15       0.29       0.03  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.56       15       0.18       0.33       0.48  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.24       14       0.15       0.27       3.27  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.18       14       0.15       0.33       5.05  
Tax-Free Cash Reserve Portfolio
Year ended 08/31/11     1.00       0.00 (b)     (0.00 )     0.00       (0.00 )           (0.00 )     1.00       0.04       27,954       0.24 (c)     0.32 (c)     0.05 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.05       713       0.27       0.32       0.05  
Year ended 08/31/09     1.00       0.01 (b)     (0.00 )     0.01       (0.01 )           (0.01 )     1.00       0.88       46,528       0.30       0.34       1.01  
Five months ended 08/31/08     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.71       42,829       0.25 (d)     0.28 (d)     1.73 (d)
Year ended 03/31/08     1.00       0.03       (0.00 )     0.03       (0.03 )           (0.03 )     1.00       3.24       146,677       0.25       0.28       3.20  
Year ended 03/31/07     1.00       0.03             0.03       (0.03 )           (0.03 )     1.00       3.38       160,208       0.25       0.28       3.33  
     
(a)
  Includes adjustments in accordance with accounting principles generally accepted in the United States of America.
(b)
  Calculated using average shares outstanding.
(c)
  Ratios are based on average daily net assets (000’s) of $2,233,758, $176,359, $2,016,777, $1,058,730, $2,974 and $14,079 for Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio, and Tax-Free Cash Reserve Portfolio, respectively.
(d)
  Annualized.
 
19        Short-Term Investments Trust


 

 
Hypothetical Investment and Expense Information
 
In connection with the final settlement reached between Invesco and certain of its affiliates with certain regulators, including the New York Attorney General’s Office, the SEC and the Colorado Attorney General’s Office (the settlement) arising out of certain market timing and unfair pricing allegations made against Invesco and certain of its affiliates, Invesco and certain of its affiliates agreed, among other things, to disclose certain hypothetical information regarding investment and expense information to Fund shareholders. The chart below is intended to reflect the annual and cumulative impact of the Fund’s expenses, including investment advisory fees and other Fund costs, on the Fund’s returns over a 10-year period. The example reflects the following:
  n   You invest $10,000 in the Fund and hold it for the entire 10-year period; and
  n   Your investment has a 5% return before expenses each year.
 
There is no assurance that the annual expense ratio will be the expense ratio for the Fund classes for any of the years shown. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.
                                                                                 
 
Liquid Assets Portfolio — CORPORATE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .17%     0 .20%     0 .20%     0 .20%     0 .20%     0 .20%     0 .20%     0 .20%     0 .20%     0 .20%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .83%     9 .86%     15 .14%     20 .66%     26 .45%     32 .52%     38 .88%     45 .55%     52 .54%     59 .86%
End of Year Balance
  $ 10,483 .00   $ 10,986 .18   $ 11,513 .52   $ 12,066 .17   $ 12,645 .35   $ 13,252 .32   $ 13,888 .43   $ 14,555 .08   $ 15,253 .72   $ 15,985 .90
Estimated Annual Expenses
  $ 17 .41   $ 21 .47   $ 22 .50   $ 23 .58   $ 24 .71   $ 25 .90   $ 27 .14   $ 28 .44   $ 29 .81   $ 31 .24
 
STIC Prime Portfolio — CORPORATE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .17%     0 .22%     0 .22%     0 .22%     0 .22%     0 .22%     0 .22%     0 .22%     0 .22%     0 .22%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .83%     9 .84%     15 .09%     20 .59%     26 .36%     32 .40%     38 .73%     45 .36%     52 .30%     59 .58%
End of Year Balance
  $ 10,483 .00   $ 10,984 .09   $ 11,509 .13   $ 12,059 .26   $ 12,635 .70   $ 13,239 .68   $ 13,872 .54   $ 14,535 .65   $ 15,230 .45   $ 15,958 .47
Estimated Annual Expenses
  $ 17 .41   $ 23 .61   $ 24 .74   $ 25 .93   $ 27 .16   $ 28 .46   $ 29 .82   $ 31 .25   $ 32 .74   $ 34 .31
 
Treasury Portfolio — CORPORATE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .17%     0 .21%     0 .21%     0 .21%     0 .21%     0 .21%     0 .21%     0 .21%     0 .21%     0 .21%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .83%     9 .85%     15 .11%     20 .63%     26 .41%     32 .46%     38 .80%     45 .45%     52 .42%     59 .72%
End of Year Balance
  $ 10,483 .00   $ 10,985 .14   $ 11,511 .32   $ 12,062 .72   $ 12,640 .52   $ 13,246 .00   $ 13,880 .48   $ 14,545 .36   $ 15,242 .08   $ 15,972 .18
Estimated Annual Expenses
  $ 17 .41   $ 22 .54   $ 23 .62   $ 24 .75   $ 25 .94   $ 27 .18   $ 28 .48   $ 29 .85   $ 31 .28   $ 32 .77
 
Government & Agency Portfolio — CORPORATE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .16%     0 .16%     0 .16%     0 .16%     0 .16%     0 .16%     0 .16%     0 .16%     0 .16%     0 .16%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .84%     9 .91%     15 .23%     20 .81%     26 .66%     32 .79%     39 .22%     45 .95%     53 .02%     60 .42%
End of Year Balance
  $ 10,484 .00   $ 10,991 .43   $ 11,523 .41   $ 12,081 .14   $ 12,665 .87   $ 13,278 .90   $ 13,921 .60   $ 14,595 .40   $ 15,301 .82   $ 16,042 .43
Estimated Annual Expenses
  $ 16 .39   $ 17 .18   $ 18 .01   $ 18 .88   $ 19 .80   $ 20 .76   $ 21 .76   $ 22 .81   $ 23 .92   $ 25 .08
 
Government TaxAdvantage Portfolio — CORPORATE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .17%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .83%     9 .77%     14 .94%     20 .35%     26 .02%     31 .96%     38 .17%     44 .68%     51 .49%     58 .63%
End of Year Balance
  $ 10,483 .00   $ 10,976 .75   $ 11,493 .75   $ 12,035 .11   $ 12,601 .96   $ 13,195 .52   $ 13,817 .02   $ 14,467 .81   $ 15,149 .24   $ 15,862 .77
Estimated Annual Expenses
  $ 17 .41   $ 31 .12   $ 32 .58   $ 34 .12   $ 35 .72   $ 37 .41   $ 39 .17   $ 41 .01   $ 42 .94   $ 44 .97
 
Tax-Free Cash Reserve Portfolio — CORPORATE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .28%     0 .32%     0 .32%     0 .32%     0 .32%     0 .32%     0 .32%     0 .32%     0 .32%     0 .32%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .72%     9 .62%     14 .75%     20 .12%     25 .74%     31 .63%     37 .79%     44 .24%     50 .99%     58 .05%
End of Year Balance
  $ 10,472 .00   $ 10,962 .09   $ 11,475 .12   $ 12,012 .15   $ 12,574 .32   $ 13,162 .80   $ 13,778 .82   $ 14,423 .67   $ 15,098 .69   $ 15,805 .31
Estimated Annual Expenses
  $ 28 .66   $ 34 .29   $ 35 .90   $ 37 .58   $ 39 .34   $ 41 .18   $ 43 .11   $ 45 .12   $ 47 .24   $ 49 .45
 
 
     
1 Your actual expenses may be higher or lower than those shown.
   
 
20        Short-Term Investments Trust


 

 
General Information
 
Each Fund consists of seven classes of shares that share a common investment objective and portfolio of investments. The seven classes differ only with respect to distribution arrangements and any applicable associated Rule 12b-1 fees and expenses.
 
Distribution and Service (12b-1) Fees
Each Fund has adopted a 12b-1 plan with respect to each class other than the Institutional Class that allows each Fund to pay distribution and service fees to Invesco Distributors, Inc. (the distributor) for the sale and distribution of its shares and fees for services provided to investors. Because each Fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
 
Purchasing Shares
 
Minimum Investments Per Fund Account
The minimum investments for Corporate Class accounts are as follows:
 
                 
 
    Initial
  Additional
Class   Investments*   Investments
 
Corporate Class
  $ 1 million       No minimum  
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
How to Purchase Shares
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 5:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 5:30 p.m. Eastern Time on a business day. If you wish to place an order between 5:00 p.m. and 5:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If a Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Funds verify and record your identifying information.
 
STIC Prime Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 4:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 4:30 p.m. Eastern Time on a business day. If you wish to place an order between 4:00 p.m. and 4:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Government TaxAdvantage Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Tax-Free Cash Reserve Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; or send your request by a pre-arranged Liquidity LINK data transmission however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
         
Purchase Options
    Opening An Account   Adding To An Account
 
Through a Financial Intermediary   Contact your financial intermediary   Same
    The financial intermediary should forward your completed account application to the transfer agent,
    Invesco Investment Services, Inc.
P.O. Box 219286
Kansas City, MO 64121-9286
    The financial intermediary should call the transfer agent at (800) 659-1005 to receive an account number.
    The intermediary should use the following wire instructions:
    The Bank of New York
ABA/Routing #: 021000018
DDA: 8900118377
Invesco Investment Services, Inc.
    For Further Credit to Your Account #
    If you do not know your account # or settle on behalf of multiple accounts, please contact the transfer agent for assistance.
 
A-1        The Invesco Funds

MCF—12/11


 

         
Purchase Options
    Opening An Account   Adding To An Account
 
By Telephone   Open your account as described above.   Call the transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above.
By Liquidity LINK ®   Open your account as described above.   Complete an Liquidity LINK ® Agreement. Mail the application and agreement to the transfer agent. Once your request for this option has been processed, you may place your order via Liquidity LINK.
 
Automatic Dividend and Distribution Investment
All of your dividends and distributions may be paid in cash or invested in the same Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same Fund in the form of full and fractional shares at net asset value.
 
Redeeming Shares
 
Redemption Fees
We will not charge you any fees to redeem your shares. Your broker or financial intermediary may charge service fees for handling redemption transactions.
 
How to Redeem Shares
 
     
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 5:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 5:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 5:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
STIC Prime Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 4:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 4:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 4:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Government TaxAdvantage Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 3:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 3:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Tax-Free Cash Reserve Portfolio
 
Through a Financial Intermediary   Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Telephone   A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the transfer agent before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Liquidity LINK ®   If you place your redemption request via Liquidity LINK, the transfer agent must generally receive your redemption request before 12:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price. Redemption orders of shares placed between 12:30 and 3:30 p.m. Eastern Time must be transmitted by telephone or a pre-arranged data transmission.
 
Payment of Redemption Proceeds
All redemption orders are processed at the net asset value next determined after the transfer agent receives a redemption order.
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
We will normally wire payment for redemptions received prior to 5:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 5:30 p.m. Eastern Time, the redemption will be effected at the net asset value of each Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If a Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, a Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
A-2        The Invesco Funds


 

STIC Prime Portfolio
We will normally wire payment for redemptions received prior to 4:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 4:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Government TaxAdvantage Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Tax-Free Cash Reserve Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Redemptions by Telephone
If you redeem by telephone, we will transmit the amount of the redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine and are not liable for telephone instructions that are reasonably believed to be genuine.
 
Redemptions by Liquidity LINK
If you redeem via Liquidity LINK, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We are not liable for Liquidity LINK instructions that are not genuine.
 
Redemptions by the Funds
If a Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or a Fund is not able to verify your identity as required by law, a Fund may, at its discretion, redeem the account and distribute the proceeds to you.
 
Each Fund and its agent reserve the right at any time to:
n   reject or cancel all or any part of any purchase order;
n   modify any terms or conditions of purchase of shares of any fund; or
n   suspend, change or withdraw all or any part of the offering made by this prospectus.
 
Pricing of Shares
 
Determination of Net Asset Value
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 5:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee that their net asset value will always remain at $1.00 per share.
 
STIC Prime Portfolio
The price of the Fund’s shares is the Fund’s net asset value per share. The Fund will generally determine the net asset value of its shares at 4:30 p.m. Eastern Time.
 
If the Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
The Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable the Fund to price its shares at $1.00 per share. The Fund cannot guarantee that its net asset value will always remain at $1.00 per share.
 
Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 3:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to
 
A-3        The Invesco Funds


 

enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee their net asset value will always remain at $1.00 per share.
 
Timing of Orders
Each Fund opens for business at 8:30 a.m. Eastern Time. Each Fund prices purchase and redemption orders on each business day at the net asset value calculated after the transfer agent receives an order in good form.
 
A business day is any day that the Federal Reserve Bank of New York and The Bank of New York Mellon, the Funds’ custodian, are open for business. Each fund is authorized not to open for trading on a day that is otherwise a business day if the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading; any such day will not be considered a business day. Each Fund also may close early on a business day if the SIFMA recommends that government securities dealers close early.
 
If the financial intermediary through which you place purchase and redemption orders places its orders to the transfer agent through the NSCC, the transfer agent may not receive those orders until the next business day after the order has been entered into the NSCC.
 
Each Fund may postpone the right of redemption under unusual circumstances, as allowed by the SEC, such as when the New York Stock Exchange restricts or suspends trading.
 
Each Fund reserves the right to change the time for which purchase and redemption orders must be submitted to and received by the transfer agent for execution on the same day.
 
Thirty-minutes prior to the Funds’ net asset value determination, Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, and Government TaxAdvantage Portfolio may, in their discretion, limit or refuse to accept purchase orders and may not provide same-day payment of redemption proceeds.
 
During the period between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, Tax-Free Cash Reserve Portfolio may, in its discretion, refuse to accept purchase orders and may not provide same-day settlement of redemption orders. On days that the Fund closes early, the fund may, in its discretion, refuse to accept purchase orders and may not provide same day settlement of redemption orders for such purchases and redemption orders received by the transfer agent (i) if the Fund closes after 12:30 p.m. Eastern Time, between 12:30 p.m. Eastern Time and the time the Fund closes, and (ii) if the Fund closes on or before 12:30 p.m. Eastern Time, during the thirty minute period prior to the Fund’s net asset value determination.
 
Frequent Purchases and Redemptions of Fund Shares
The Board of the Funds has not adopted any policies and procedures that would limit frequent purchases and redemptions of the Funds’ shares. The Board does not believe that it is appropriate to adopt any such policies and procedures for the following reasons:
n   Each Fund is offered to investors as a cash management vehicle. Investors must perceive an investment in such Fund as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently.
n   One of the advantages of a money market Fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund.
n   Each Fund’s portfolio securities are valued on the basis of amortized cost, and the Fund seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.
n   Because each Fund seeks to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in the Fund. Imposition of redemption fees would run contrary to investor expectations.
 
The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described above. Nonetheless, to the extent that each Fund must maintain additional cash and/or securities with shorter-term durations than may otherwise be required, the Fund’s yield could be negatively impacted.
 
Each Fund and its agent reserves the right at any time to reject or cancel any part of any purchase order. This could occur if each Fund determines that such purchase may disrupt the Fund’s operation or performance.
 
Taxes
 
Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
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:
n   A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income are generally taxable to you as ordinary income.
n   Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains.
n   None of the dividends paid by a Fund will qualify for the dividends received deduction in the case of corporate shareholders or as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders.
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 capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. 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.
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 a 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 generally are subject to state and local income taxes.
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.
 
A-4        The Invesco Funds


 

Tax-Free Cash Reserve Portfolio
n   You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in your gross income for federal income tax purposes. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares.
n   A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you. However, under recently enacted provisions of the American Recovery and Reinvestment Act of 2009, tax exempt interest on such municipal securities issued in 2009 and 2010 is not an item of tax preference for purposes of the alternative minimum tax.
n   Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states.
n   A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains.
n   A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends 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.
 
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.
 
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.
 
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-5        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 each Fund and is incorporated by reference into this prospectus (is legally a part of this prospectus). Annual and semi-annual reports to shareholders contain additional information about each Fund’s investments. Each Fund’s annual report also discusses the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. Each Fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.
 
If you have questions about an Invesco Fund or your account, or you wish to obtain a free copy of 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 219286
Kansas City, MO 64121-9286
     
By Telephone:   (800) 659-1005
     
On the Internet:   You can send us a request by e-mail or download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us
 
You can also review and obtain copies of each Fund’s SAI, 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]
     
     
Liquid Assets Portfolio
STIC Prime Portfolio
Treasury Portfolio and
  Government & Agency Portfolio
Government TaxAdvantage Portfolio
Tax-Free Cash Reserve Portfolio
SEC 1940 Act file number: 811-02729
 
   
     
     
invesco.com/us   CM-STIT-PRO-2
   


 

 
Prospectus December 16, 2011
 
     
 
 
 
 
Liquid Assets Portfolio (LAPXX)
 
STIC Prime Portfolio (SRIXX)
 
Treasury Portfolio (TRPXX)
 
Government & Agency Portfolio (AGPXX)
 
Government TaxAdvantage Portfolio (TSPXX)
 
Tax-Free Cash Reserve Portfolio (TFPXX)
 
Institutional Classes
 
Liquid Assets Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
STIC Prime Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Treasury Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government & Agency Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government TaxAdvantage Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Tax-Free Cash Reserve Portfolio’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
 
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 Funds:
n   is not FDIC insured;
n   may lose value; and
n   is not guaranteed by a bank.
 
There can be no assurance that each Fund will be able to maintain a stable net asset value of $1.00 per share.


 

 
Table of Contents
 
 
         
  1    
Liquid Assets Portfolio
  1    
STIC Prime Portfolio
  2    
Treasury Portfolio
  4    
Government & Agency Portfolio
  6    
Government TaxAdvantage Portfolio
  7    
Tax-Free Cash Reserve Portfolio
  9    
  11    
Liquid Assets Portfolio
  11    
STIC Prime Portfolio
  12    
Treasury Portfolio
  14    
Government & Agency Portfolio
  14    
Government TaxAdvantage Portfolio
  15    
Tax-Free Cash Reserve Portfolio
  16    
         
  17    
The Adviser(s)
  17    
Adviser Compensation
  17    
         
  18    
Dividends and Distributions
  18    
         
  19    
         
  20    
         
  A-1    
Purchasing Shares
  A-1    
Redeeming Shares
  A-2    
Pricing of Shares
  A-3    
Frequent Purchases and Redemptions of Fund Shares
  A-4    
Taxes
  A-4    
Important Notice Regarding Delivery of Security Holder Documents
  A-5    
         
Obtaining Additional Information
  Back Cover    
 
 
        Short-Term Investment Trust


 

 
Fund Summaries
 
LIQUID ASSETS PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Institutional    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Institutional    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees
    None      
Other Expenses
    0.02      
Total Annual Fund Operating Expenses
    0.17      
Fee Waiver and/or Expense Reimbursement 1
    0.03      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.14      
     
1
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Institutional Class shares to 0.14%. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Institutional Class
  $ 14     $ 52     $ 93     $ 214      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with Security and Exchange Commission (SEC) rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected by political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
1        Short-Term Investment Trust


 

Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Institutional Class year-to-date (ended September 30, 2011): 0.09%
Best Quarter (ended March 31, 2001): 1.43%
Worst Quarter (ended March 31, 2010): 0.03%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Institutional Class: Inception (11/4/1993)     0.19 %     2.78 %     2.55 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Institutional Class fund accounts are as follows:
 
For Liquid Assets Portfolio
 
                 
Initial Investments Per Fund Account*     $10 Million          
Additional Investments Per Fund Account     No minimum          
 
For STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
STIC PRIME PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
2        Short-Term Investment Trust


 

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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Institutional    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Institutional    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees
    None      
Other Expenses
    0.04      
Total Annual Fund Operating Expenses
    0.19      
Fee Waiver and/or Expense Reimbursement 1
    0.05      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.14      
     
1
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Institutional Class shares to 0.14%. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Institutional Class
  $ 14     $ 56     $ 102     $ 238      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other
 
3        Short-Term Investment Trust


 

actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Institutional Class year-to-date (ended September 30, 2011): 0.06%
Best Quarter (ended March 31, 2001): 1.41%
Worst Quarter (ended March 31, 2010): 0.02%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Institutional Class: Inception (11/10/1980)     0.15 %     2.65 %     2.46 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Institutional Class fund accounts are as follows:
 
For Liquid Assets Portfolio
 
                 
Initial Investments Per Fund Account*     $10 Million          
Additional Investments Per Fund Account     No minimum          
 
For STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TREASURY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Institutional    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
 
4        Short-Term Investment Trust


 

             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Institutional    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees
    None      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses
    0.18      
Fee Waiver and/or Expense Reimbursement 1
    0.04      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.14      
     
1
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Institutional Class shares to 0.14%. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Institutional Class
  $ 14     $ 54     $ 97     $ 226      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Institutional Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.38%
Worst Quarter (ended December 31, 2009, March 31, 2010, June 30, 2010 and December 31, 2010): 0.01%
 
 
5        Short-Term Investment Trust


 

                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Institutional Class: Inception (4/12/1984)     0.05 %     2.31 %     2.26 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Institutional Class fund accounts are as follows:
 
For Liquid Assets Portfolio
 
                 
Initial Investments Per Fund Account*     $10 Million          
Additional Investments Per Fund Account     No minimum          
 
For STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
GOVERNMENT & AGENCY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Institutional    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Institutional    
 
Management Fees
    0.10 %    
Distribution and/or Service (12b-1) Fees
    None      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses 1
    0.13      
     
1
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Institutional Class shares to 0.14%. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Institutional Class
  $ 13     $ 42     $ 73     $ 166      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
6        Short-Term Investment Trust


 

 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Institutional Class year-to-date (ended September 30, 2011): 0.03%
Best Quarter (ended March 31, 2001): 1.41%
Worst Quarter (ended March 31, 2010, June 30, 2010 and December 31, 2010): 0.02%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Institutional Class: Inception (9/1/1998)     0.09 %     2.54 %     2.40 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Institutional Class fund accounts are as follows:
 
For Liquid Assets Portfolio
 
                 
Initial Investments Per Fund Account*     $10 Million          
Additional Investments Per Fund Account     No minimum          
 
For STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
GOVERNMENT TAXADVANTAGE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
7        Short-Term Investment Trust


 

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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Institutional    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Institutional    
 
Management Fees
    0.18 %    
Distribution and/or Service (12b-1) Fees
    None      
Other Expenses
    0.08      
Total Annual Fund Operating Expenses
    0.26      
Fee Waiver and/or Expense Reimbursement 1
    0.12      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.14      
     
1
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Institutional Class shares to 0.14%. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Institutional Class
  $ 14     $ 71     $ 134     $ 319      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
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 Fund’s past
 
8        Short-Term Investment Trust


 

performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Institutional Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.37%
Worst Quarter (ended December 31, 2009, March 31, 2010, June 30, 2010 and December 31, 2010): 0.01%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Institutional Class: Inception (8/17/1990)     0.05 %     2.44 %     2.31 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Institutional Class fund accounts are as follows:
 
For Liquid Assets Portfolio
 
                 
Initial Investments Per Fund Account*     $10 Million          
Additional Investments Per Fund Account     No minimum          
 
For STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TAX-FREE CASH RESERVE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Institutional    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Institutional    
 
Management Fees
    0.23 %    
Distribution and/or Service (12b-1) Fees
    None      
Other Expenses
    0.06      
Total Annual Fund Operating Expenses
    0.29      
Fee Waiver and/or Expense Reimbursement 1
    0.04      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.25      
     
1
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Institutional Class shares to 0.25%. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Institutional Class
  $ 26     $ 89     $ 159     $ 364      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and
 
9        Short-Term Investment Trust


 

instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
10        Short-Term Investment Trust


 

Annual Total Returns
 
Institutional Class year-to-date (ended September 30, 2011): 0.03%
Best Quarter (ended June 30, 2007 and September 30, 2007): 0.89%
Worst Quarter (ended March 31, 2010): 0.01%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Institutional Class: Inception (4/18/1983)     0.07 %     1.82 %     1.72 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Institutional Class fund accounts are as follows:
 
For Liquid Assets Portfolio
 
                 
Initial Investments Per Fund Account*     $10 Million          
Additional Investments Per Fund Account     No minimum          
 
For STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions primarily are exempt from regular federal income tax. A portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes. The Fund may also make distributions that are taxable to you as ordinary income.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
Investment Objective(s), Strategies, Risks and Portfolio Holdings
 
Liquid Assets Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s Statement of Additional Information (SAI) and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
11        Short-Term Investment Trust


 

Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
STIC Prime Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted
 
12        Short-Term Investment Trust


 

by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may
 
13        Short-Term Investment Trust


 

receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
Treasury Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Government & Agency Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments.
 
14        Short-Term Investment Trust


 

The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Government TaxAdvantage Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states. Shares of the Fund are intended to qualify as eligible investments for federally chartered credit unions pursuant to Section 107(7), 107(8) and 107(15) of the Federal Credit Union Act, Part 703 of the National Credit Union Administration (NCUA) Rules and Regulations and NCUA Letter Number 155.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
15        Short-Term Investment Trust


 

 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Tax-Free Cash Reserve Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
16        Short-Term Investment Trust


 

Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
Portfolio Holdings
Information concerning the Fund’s portfolio holdings as well as its dollar-weighted average portfolio maturity and dollar-weighted average life to maturity as of the last business day of the preceding month will be posted on its Web site no later than five business days after the end of the month and remain posted on the Web site for six months thereafter.
 
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. (Invesco or the Adviser) serves as each Fund’s investment adviser. The Adviser manages the investment operations of each 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 each 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.
 
Pending Litigation.   Detailed information concerning pending litigation can be found in the SAI.
 
Adviser Compensation
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.10% of Liquid Assets Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.09% of STIC Prime Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.08% of Treasury Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.04% of Government & Agency Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.01% of Government TaxAdvantage Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
17        Short-Term Investment Trust


 

 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.17% of Tax-Free Cash Reserve Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
The Adviser, Invesco Distributors, or one of their affiliates may, from time to time, at their expense out of their own financial resources make cash payments to financial intermediaries for marketing support and/or administrative support. These marketing support payments and administrative support payments are in addition to the payments by the Funds described in this prospectus. Because they are not paid by the Funds, these marketing support payments and administrative support payments will not change the price paid by investors for the purchase of the Funds’ shares or the amount that a Fund will receive as proceeds from such sales. In certain cases these cash payments could be significant to the financial intermediaries. These cash payments may also create an incentive for a financial intermediary to recommend or sell shares of the Funds to its customers. Please contact your financial intermediary for details about any payments they or their firm may receive in connection with the sale of shares of the Funds or the provision of services to the Funds. Also, please see the Funds’ SAI for more information of these types of payments.
 
A discussion regarding the basis for the Board of Trustees’ approval of the investment advisory agreement and investment sub-advisory agreements of each Fund is available in each Fund’s most recent annual report to shareholders for the twelve-month period ended August 31.
 
 
Other Information
 
Dividends and Distributions
Liquid Assets Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
STIC Prime Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Treasury Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government & Agency Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government TaxAdvantage Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Tax-Free Cash Reserve Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of tax-exempt income.
 
Dividends
Liquid Assets Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
STIC Prime Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Treasury Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government & Agency Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government TaxAdvantage Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Tax-Free Cash Reserve Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Dividends are paid on settled shares of the Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio as of 5:30 p.m. Eastern Time, of the STIC Prime Portfolio as of 4:30 p.m. Eastern Time, and of the Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio as of 3:30 p.m. Eastern Time (“Settlement Time”). If a Fund closes early on a business day, such Fund will pay dividends on settled shares at such earlier closing time. Generally, shareholders whose purchase orders have been accepted by the Funds prior to the respective Fund’s Settlement Time, or an earlier close time on any day that a Fund closes early, and shareholders whose redemption proceeds have not been wired to them on any business day are eligible to receive dividends on that business day. The dividend declared on any day preceding a non-business day or days of a Fund will include the net income accrued on such non-business day or days. Dividends and distributions are reinvested in the form of additional full and fractional shares at net asset value unless the shareholder has elected to have such dividends and distributions paid in cash. See “Pricing of Shares – Timing of Orders” for a description of the Fund’s business days.
 
Capital Gains Distributions
Liquid Assets Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
STIC Prime Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Treasury Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government & Agency Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government TaxAdvantage Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Tax-Free Cash Reserve Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
 
18        Short-Term Investment Trust


 

 
 
Financial Highlights
 
The financial highlights tables are intended to help you understand each Fund’s financial performance of the Institutional Class shares. Certain information reflects financial results for a single Fund share.
 
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and distributions).
 
The information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report, which is available upon request.
 
Institutional Class
 
                                                                                                         
                                                                Ratio of
    Ratio of
       
                Net gains
                                              expenses
    expenses
       
                (losses)
                                              to average
    to average net
    Ratio of net
 
    Net asset
          on securities
          Dividends
    Distributions
                            net assets
    assets without
    investment
 
    value,
    Net
    (both
    Total from
    from net
    from net
          Net asset
          Net assets,
    with fee waivers
    fee waivers
    income
 
    beginning
    investment
    realized and
    investment
    investment
    realized
    Total
    value, end
    Total
    end of period
    and/or expenses
    and/or expenses
    to average
 
    of period     income     unrealized)     operations     income     gains     Distributions     of period     Return (a)     (000s omitted)     absorbed     absorbed     net assets  
   
 
Liquid Assets Portfolio                                                                                                
Year ended 08/31/11   $ 1.00     $ 0.00 (b)   $ (0.00 )   $ 0.00     $ (0.00 )   $     $ (0.00 )   $ 1.00       0.15 %   $ 15,240,109       0.14 % (c)     0.17 % (c)     0.15 % (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.19       16,317,110       0.14       0.18       0.20  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       1.30       20,264,356       0.16       0.21       1.17  
Year ended 08/31/08     1.00       0.04 (b)     0.00       0.04       (0.04 )     (0.00 )     (0.04 )     1.00       3.80       24,567,534       0.12       0.17       3.64  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.37       18,081,351       0.12       0.18       5.25  
STIC Prime Portfolio
Year ended 08/31/11     1.00       0.00 (b)           0.00       (0.00 )           (0.00 )     1.00       0.10       1,892,173       0.13 (c)     0.19 (c)     0.10 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.14       1,852,908       0.14       0.19       0.15  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.89       2,573,721       0.17       0.23       0.93  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.63       5,304,800       0.12       0.18       3.46  
Year ended 08/31/07     1.00       0.05             0.05       (0.05 )           (0.05 )     1.00       5.38       3,479,266       0.12       0.19       5.25  
Treasury Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.04       5,180,618       0.11 (c)     0.18 (c)     0.03 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.05       4,530,503       0.14       0.18       0.04  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.39       4,882,282       0.15       0.20       0.37  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )     (0.00 )     (0.03 )     1.00       2.93       4,639,164       0.12       0.18       2.66  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.17       3,306,283       0.12       0.19       5.03  
Government & Agency Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.05       5,655,734       0.11 (c)     0.13 (c)     0.05 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.11       4,543,024       0.13       0.13       0.11  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.73       9,814,845       0.14       0.15       0.60  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.42       1,971,451       0.12       0.14       3.28  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.31       1,328,964       0.12       0.15       5.18  
Government TaxAdvantage Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.04       376,002       0.10 (c)     0.26 (c)     0.04 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.04       175,670       0.13       0.26       0.05  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.59       535,957       0.15       0.30       0.51  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.28       226,983       0.12       0.24       3.30  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.21       321,456       0.12       0.30       5.08  
Tax-Free Cash Reserve Portfolio
Year ended 08/31/11     1.00       0.00 (b)     (0.00 )     0.00       (0.00 )           (0.00 )     1.00       0.06       502,025       0.23 (c)     0.29 (c)     0.06 (c)
Year ended 08/31/10     1.00       0.00 (b)     (0.00 )     0.00       (0.00 )           (0.00 )     1.00       0.07       679,088       0.25       0.29       0.07  
Year ended 08/31/09     1.00       0.01 (b)     (0.00 )     0.01       (0.01 )           (0.01 )     1.00       0.91       829,400       0.27       0.31       1.04  
Five months ended 08/31/08     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.72       1,765,515       0.22 (d)     0.25 (d)     1.76 (d)
Year ended 03/31/08     1.00       0.03       (0.00 )     0.03       (0.03 )           (0.03 )     1.00       3.28       3,256,572       0.22       0.25       3.23  
Year ended 03/31/07     1.00       0.03             0.03       (0.03 )           (0.03 )     1.00       3.41       2,870,218       0.22       0.25       3.36  
     
(a)
  Includes adjustments in accordance with accounting principles generally accepted in the United States of America.
(b)
  Calculated using average shares outstanding.
(c)
  Ratios are based on average daily net assets (000’s) of $16,610,265, $1,855,005, $4,736,767, $4,209,625, $376,202 and $570,856 for Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio, and Tax-Free Cash Reserve Portfolio, respectively.
(d)
  Annualized.
 
19        Short-Term Investment Trust


 

 
Hypothetical Investment and Expense Information
 
In connection with the final settlement reached between Invesco and certain of its affiliates with certain regulators, including the New York Attorney General’s Office, the SEC and the Colorado Attorney General’s Office (the settlement) arising out of certain market timing and unfair pricing allegations made against Invesco and certain of its affiliates, Invesco and certain of its affiliates agreed, among other things, to disclose certain hypothetical information regarding investment and expense information to Fund shareholders. The chart below is intended to reflect the annual and cumulative impact of the Fund’s expenses, including investment advisory fees and other Fund costs, on the Fund’s returns over a 10-year period. The example reflects the following:
  n   You invest $10,000 in the Fund and hold it for the entire 10-year period; and
  n   Your investment has a 5% return before expenses each year.
 
There is no assurance that the annual expense ratio will be the expense ratio for the Fund classes for any of the years shown. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.
                                                                                 
 
Liquid Assets Portfolio — INSTITUTIONAL   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .14%     0 .17%     0 .17%     0 .17%     0 .17%     0 .17%     0 .17%     0 .17%     0 .17%     0 .17%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .86%     9 .92%     15 .23%     20 .80%     26 .63%     32 .75%     39 .16%     45 .88%     52 .93%     60 .32%
End of Year Balance
  $ 10,486 .00   $ 10,992 .47   $ 11,523 .41   $ 12,079 .99   $ 12,663 .45   $ 13,275 .10   $ 13,916 .29   $ 14,588 .44   $ 15,293 .07   $ 16,031 .72
Estimated Annual Expenses
  $ 14 .34   $ 18 .26   $ 19 .14   $ 20 .06   $ 21 .03   $ 22 .05   $ 23 .11   $ 24 .23   $ 25 .40   $ 26 .63
 
STIC Prime Portfolio — INSTITUTIONAL   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .14%     0 .19%     0 .19%     0 .19%     0 .19%     0 .19%     0 .19%     0 .19%     0 .19%     0 .19%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .86%     9 .90%     15 .19%     20 .73%     26 .54%     32 .62%     39 .00%     45 .69%     52 .70%     60 .04%
End of Year Balance
  $ 10,486 .00   $ 10,990 .38   $ 11,519 .01   $ 12,073 .08   $ 12,653 .79   $ 13,262 .44   $ 13,900 .36   $ 14,568 .97   $ 15,269 .74   $ 16,004 .21
Estimated Annual Expenses
  $ 14 .34   $ 20 .40   $ 21 .38   $ 22 .41   $ 23 .49   $ 24 .62   $ 25 .80   $ 27 .05   $ 28 .35   $ 29 .71
 
Treasury Portfolio — INSTITUTIONAL   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .14%     0 .18%     0 .18%     0 .18%     0 .18%     0 .18%     0 .18%     0 .18%     0 .18%     0 .18%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .86%     9 .91%     15 .21%     20 .77%     26 .59%     32 .69%     39 .08%     45 .79%     52 .81%     60 .18%
End of Year Balance
  $ 10,486 .00   $ 10,991 .43   $ 11,521 .21   $ 12,076 .53   $ 12,658 .62   $ 13,268 .77   $ 13,908 .32   $ 14,578 .70   $ 15,281 .40   $ 16,017 .96
Estimated Annual Expenses
  $ 14 .34   $ 19 .33   $ 20 .26   $ 21 .24   $ 22 .26   $ 23 .33   $ 24 .46   $ 25 .64   $ 26 .87   $ 28 .17
 
Government & Agency Portfolio — INSTITUTIONAL   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .13%     0 .13%     0 .13%     0 .13%     0 .13%     0 .13%     0 .13%     0 .13%     0 .13%     0 .13%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .87%     9 .98%     15 .33%     20 .95%     26 .84%     33 .02%     39 .50%     46 .29%     53 .41%     60 .88%
End of Year Balance
  $ 10,487 .00   $ 10,997 .72   $ 11,533 .31   $ 12,094 .98   $ 12,684 .00   $ 13,301 .71   $ 13,949 .51   $ 14,628 .85   $ 15,341 .27   $ 16,088 .39
Estimated Annual Expenses
  $ 13 .32   $ 13 .97   $ 14 .65   $ 15 .36   $ 16 .11   $ 16 .89   $ 17 .71   $ 18 .58   $ 19 .48   $ 20 .43
 
Government TaxAdvantage Portfolio — INSTITUTIONAL   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .14%     0 .26%     0 .26%     0 .26%     0 .26%     0 .26%     0 .26%     0 .26%     0 .26%     0 .26%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .86%     9 .83%     15 .04%     20 .49%     26 .20%     32 .18%     38 .45%     45 .01%     51 .88%     59 .08%
End of Year Balance
  $ 10,486 .00   $ 10,983 .04   $ 11,503 .63   $ 12,048 .90   $ 12,620 .02   $ 13,218 .21   $ 13,844 .75   $ 14,501 .00   $ 15,188 .34   $ 15,908 .27
Estimated Annual Expenses
  $ 14 .34   $ 27 .91   $ 29 .23   $ 30 .62   $ 32 .07   $ 33 .59   $ 35 .18   $ 36 .85   $ 38 .60   $ 40 .43
 
Tax-Free Cash Reserve Portfolio — INSTITUTIONAL   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .25%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%     0 .29%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .75%     9 .68%     14 .85%     20 .26%     25 .92%     31 .85%     38 .06%     44 .57%     51 .38%     58 .51%
End of Year Balance
  $ 10,475 .00   $ 10,968 .37   $ 11,484 .98   $ 12,025 .93   $ 12,592 .35   $ 13,185 .45   $ 13,806 .48   $ 14,456 .77   $ 15,137 .68   $ 15,850 .66
Estimated Annual Expenses
  $ 25 .59   $ 31 .09   $ 32 .56   $ 34 .09   $ 35 .70   $ 37 .38   $ 39 .14   $ 40 .98   $ 42 .91   $ 44 .93
 
 
     

1 Your actual expenses may be higher or lower than those shown.
   
 
20        Short-Term Investment Trust


 

 
General Information
 
Each Fund consists of seven classes of shares that share a common investment objective and portfolio of investments. The seven classes differ only with respect to distribution arrangements and any applicable associated Rule 12b-1 fees and expenses.
 
Purchasing Shares
 
Minimum Investments Per Fund Account
The minimum investments for Institutional Class accounts are as follows:
 
Liquid Assets Portfolio
 
                 
 
    Initial
  Additional
Class   Investments*   Investments
 
Institutional Class
  $ 10 million       No minimum  
 
STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
 
                 
 
    Initial
  Additional
Class   Investments*   Investments
 
Institutional Class
  $ 1 million       No minimum  
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
How to Purchase Shares
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 5:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 5:30 p.m. Eastern Time on a business day. If you wish to place an order between 5:00 p.m. and 5:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If a Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Funds verify and record your identifying information.
 
STIC Prime Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 4:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 4:30 p.m. Eastern Time on a business day. If you wish to place an order between 4:00 p.m. and 4:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Government TaxAdvantage Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Tax-Free Cash Reserve Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; or send your request by a pre-arranged Liquidity LINK data transmission however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
         
Purchase Options
    Opening An Account   Adding To An Account
 
Through a Financial Intermediary   Contact your financial intermediary   Same
    The financial intermediary should forward your completed account application to the transfer agent,
    Invesco Investment Services, Inc.
P.O. Box 219286
Kansas City, MO 64121-9286
    The financial intermediary should call the transfer agent at (800) 659-1005 to receive an account number.
    The intermediary should use the following wire instructions:
    The Bank of New York
ABA/Routing #: 021000018
DDA: 8900118377
Invesco Investment Services, Inc.
    For Further Credit to Your Account #
    If you do not know your account # or settle on behalf of multiple accounts, please contact the transfer agent for assistance.
 
A-1        The Invesco Funds—Institutional Class

MCF—12/11


 

         
Purchase Options
    Opening An Account   Adding To An Account
 
By Telephone   Open your account as described above.   Call the transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above.
By Liquidity LINK ®   Open your account as described above.   Complete an Liquidity LINK ® Agreement. Mail the application and agreement to the transfer agent. Once your request for this option has been processed, you may place your order via Liquidity LINK.
 
Automatic Dividend and Distribution Investment
All of your dividends and distributions may be paid in cash or invested in the same Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same Fund in the form of full and fractional shares at net asset value.
 
Redeeming Shares
 
Redemption Fees
We will not charge you any fees to redeem your shares. Your broker or financial intermediary may charge service fees for handling redemption transactions.
 
How to Redeem Shares
 
     
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 5:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 5:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 5:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
STIC Prime Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 4:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 4:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 4:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Government TaxAdvantage Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 3:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 3:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Tax-Free Cash Reserve Portfolio
 
Through a Financial Intermediary   Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Telephone   A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the transfer agent before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Liquidity LINK ®   If you place your redemption request via Liquidity LINK, the transfer agent must generally receive your redemption request before 12:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price. Redemption orders of shares placed between 12:30 and 3:30 p.m. Eastern Time must be transmitted by telephone or a pre-arranged data transmission.
 
Payment of Redemption Proceeds
All redemption orders are processed at the net asset value next determined after the transfer agent receives a redemption order.
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
We will normally wire payment for redemptions received prior to 5:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 5:30 p.m. Eastern Time, the redemption will be effected at the net asset value of each Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If a Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, a Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
A-2        The Invesco Funds—Institutional Class


 

STIC Prime Portfolio
We will normally wire payment for redemptions received prior to 4:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 4:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Government TaxAdvantage Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Tax-Free Cash Reserve Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Redemptions by Telephone
If you redeem by telephone, we will transmit the amount of the redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine and are not liable for telephone instructions that are reasonably believed to be genuine.
 
Redemptions by Liquidity LINK
If you redeem via Liquidity LINK, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We are not liable for Liquidity LINK instructions that are not genuine.
 
Redemptions by the Funds
If a Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or a Fund is not able to verify your identity as required by law, a Fund may, at its discretion, redeem the account and distribute the proceeds to you.
 
Each Fund and its agent reserve the right at any time to:
n   reject or cancel all or any part of any purchase order;
n   modify any terms or conditions of purchase of shares of any fund; or
n   suspend, change or withdraw all or any part of the offering made by this prospectus.
 
Pricing of Shares
 
Determination of Net Asset Value
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 5:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee that their net asset value will always remain at $1.00 per share.
 
STIC Prime Portfolio
The price of the Fund’s shares is the Fund’s net asset value per share. The Fund will generally determine the net asset value of its shares at 4:30 p.m. Eastern Time.
 
If the Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
The Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable the Fund to price its shares at $1.00 per share. The Fund cannot guarantee that its net asset value will always remain at $1.00 per share.
 
Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 3:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to
 
A-3        The Invesco Funds—Institutional Class


 

enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee their net asset value will always remain at $1.00 per share.
 
Timing of Orders
Each Fund opens for business at 8:30 a.m. Eastern Time. Each Fund prices purchase and redemption orders on each business day at the net asset value calculated after the transfer agent receives an order in good form.
 
A business day is any day that the Federal Reserve Bank of New York and The Bank of New York Mellon, the Funds’ custodian, are open for business. Each fund is authorized not to open for trading on a day that is otherwise a business day if the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading; any such day will not be considered a business day. Each Fund also may close early on a business day if the SIFMA recommends that government securities dealers close early.
 
If the financial intermediary through which you place purchase and redemption orders places its orders to the transfer agent through the NSCC, the transfer agent may not receive those orders until the next business day after the order has been entered into the NSCC.
 
Each Fund may postpone the right of redemption under unusual circumstances, as allowed by the SEC, such as when the New York Stock Exchange restricts or suspends trading.
 
Each Fund reserves the right to change the time for which purchase and redemption orders must be submitted to and received by the transfer agent for execution on the same day.
 
Thirty-minutes prior to the Funds’ net asset value determination, Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, and Government TaxAdvantage Portfolio may, in their discretion, limit or refuse to accept purchase orders and may not provide same-day payment of redemption proceeds.
 
During the period between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, Tax-Free Cash Reserve Portfolio may, in its discretion, refuse to accept purchase orders and may not provide same-day settlement of redemption orders. On days that the Fund closes early, the fund may, in its discretion, refuse to accept purchase orders and may not provide same day settlement of redemption orders for such purchases and redemption orders received by the transfer agent (i) if the Fund closes after 12:30 p.m. Eastern Time, between 12:30 p.m. Eastern Time and the time the Fund closes, and (ii) if the Fund closes on or before 12:30 p.m. Eastern Time, during the thirty minute period prior to the Fund’s net asset value determination.
 
Frequent Purchases and Redemptions of Fund Shares
The Board of the Funds has not adopted any policies and procedures that would limit frequent purchases and redemptions of the Funds’ shares. The Board does not believe that it is appropriate to adopt any such policies and procedures for the following reasons:
n   Each Fund is offered to investors as a cash management vehicle. Investors must perceive an investment in such Fund as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently.
n   One of the advantages of a money market Fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund.
n   Each Fund’s portfolio securities are valued on the basis of amortized cost, and the Fund seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.
n   Because each Fund seeks to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in the Fund. Imposition of redemption fees would run contrary to investor expectations.
 
The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described above. Nonetheless, to the extent that each Fund must maintain additional cash and/or securities with shorter-term durations than may otherwise be required, the Fund’s yield could be negatively impacted.
 
Each Fund and its agent reserves the right at any time to reject or cancel any part of any purchase order. This could occur if each Fund determines that such purchase may disrupt the Fund’s operation or performance.
 
Taxes
 
Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
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:
n   A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income are generally taxable to you as ordinary income.
n   Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains.
n   None of the dividends paid by a Fund will qualify for the dividends received deduction in the case of corporate shareholders or as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders.
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 capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. 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.
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 a 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 generally are subject to state and local income taxes.
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.
 
A-4        The Invesco Funds—Institutional Class


 

Tax-Free Cash Reserve Portfolio
n   You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in your gross income for federal income tax purposes. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares.
n   A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you. However, under recently enacted provisions of the American Recovery and Reinvestment Act of 2009, tax exempt interest on such municipal securities issued in 2009 and 2010 is not an item of tax preference for purposes of the alternative minimum tax.
n   Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states.
n   A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains.
n   A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends 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.
 
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.
 
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.
 
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-5        The Invesco Funds—Institutional Class


 

 
 
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 each Fund and is incorporated by reference into this prospectus (is legally a part of this prospectus). Annual and semi-annual reports to shareholders contain additional information about each Fund’s investments. Each Fund’s annual report also discusses the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. Each Fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.
 
If you have questions about an Invesco Fund or your account, or you wish to obtain a free copy of 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 219286
Kansas City, MO 64121-9286
     
By Telephone:   (800) 659-1005
     
On the Internet:   You can send us a request by e-mail or download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us
 
You can also review and obtain copies of each Fund’s SAI, 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]
     
     
Liquid Assets Portfolio
STIC Prime Portfolio
Treasury Portfolio and
  Government & Agency Portfolio
Government TaxAdvantage Portfolio
Tax-Free Cash Reserve Portfolio
SEC 1940 Act file number: 811-02729
 
   
     
     
invesco.com/us   CM-STIT-PRO-1
   


 

 
Prospectus December 16, 2011
 
     
 
 
 
 
Liquid Assets Portfolio
 
STIC Prime Portfolio
 
Treasury Portfolio
 
Government & Agency Portfolio
 
Government TaxAdvantage Portfolio
 
Tax-Free Cash Reserve Portfolio
 
Personal Investment Classes
 
Liquid Assets Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
STIC Prime Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Treasury Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government & Agency Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government TaxAdvantage Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Tax-Free Cash Reserve Portfolio’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
 
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 Funds:
n   is not FDIC insured;
n   may lose value; and
n   is not guaranteed by a bank.
 
There can be no assurance that each Fund will be able to maintain a stable net asset value of $1.00 per share.


 

 
Table of Contents
 
 
         
  1    
Liquid Assets Portfolio
  1    
STIC Prime Portfolio
  3    
Treasury Portfolio
  4    
Government & Agency Portfolio
  6    
Government TaxAdvantage Portfolio
  8    
Tax-Free Cash Reserve Portfolio
  9    
  11    
Liquid Assets Portfolio
  11    
STIC Prime Portfolio
  12    
Treasury Portfolio
  14    
Government & Agency Portfolio
  14    
Government TaxAdvantage Portfolio
  15    
Tax-Free Cash Reserve Portfolio
  16    
         
  17    
The Adviser(s)
  17    
Adviser Compensation
  17    
         
  18    
Dividends and Distributions
  18    
         
  19    
         
  20    
         
  A-1    
Distribution and Service (12b-1) Fees
  A-1    
Purchasing Shares
  A-1    
Redeeming Shares
  A-2    
Pricing of Shares
  A-3    
Frequent Purchases and Redemptions of Fund Shares
  A-4    
Taxes
  A-4    
Important Notice Regarding Delivery of Security Holder Documents
  A-5    
         
Obtaining Additional Information
  Back Cover    
 
 
        Short-Term Investment Trust


 

 
Fund Summaries
 
LIQUID ASSETS PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Personal Investment    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Personal Investment    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    0.75      
Other Expenses
    0.02      
Total Annual Fund Operating Expenses
    0.92      
Fee Waiver and/or Expense Reimbursement 2
    0.23      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.69      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.20% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Personal Investment Class shares to 0.69% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Personal Investment Class
  $ 70     $ 270     $ 487     $ 1,110      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with Security and Exchange Commission (SEC) rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected by political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services
 
1        Short-Term Investment Trust


 

industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Personal Investment Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.30%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Personal Investment Class: Inception (1/4/1999)     0.02 %     2.33 %     2.05 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Personal Investment Class fund accounts are as follows:
 
For Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $10,000          
Additional Investments Per Fund Account     No minimum          
 
For Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
Initial Investments Per Fund Account*     $1,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
2        Short-Term Investment Trust


 

STIC PRIME PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Personal Investment    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Personal Investment    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    0.75      
Other Expenses
    0.04      
Total Annual Fund Operating Expenses
    0.94      
Fee Waiver and/or Expense Reimbursement 2
    0.25      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.69      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.20% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Personal Investment Class shares to 0.69% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Personal Investment Class
  $ 70     $ 275     $ 496     $ 1,132      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
3        Short-Term Investment Trust


 

Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Personal Investment Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.29%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Personal Investment Class: Inception (8/20/1991)     0.02 %     2.25 %     1.98 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Personal Investment Class fund accounts are as follows:
 
For Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $10,000          
Additional Investments Per Fund Account     No minimum          
 
For Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
Initial Investments Per Fund Account*     $1,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TREASURY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
4        Short-Term Investment Trust


 

             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Personal Investment    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Personal Investment    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    0.75      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses
    0.93      
Fee Waiver and/or Expense Reimbursement 2
    0.24      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.69      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.20% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Personal Investment Class shares to 0.69% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Personal Investment Class
  $ 70     $ 272     $ 491     $ 1,121      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
5        Short-Term Investment Trust


 

Annual Total Returns
 
Personal Investment Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.26%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Personal Investment Class: Inception (8/8/1991)     0.02 %     1.95 %     1.81 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Personal Investment Class fund accounts are as follows:
 
For Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $10,000          
Additional Investments Per Fund Account     No minimum          
 
For Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
Initial Investments Per Fund Account*     $1,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
GOVERNMENT & AGENCY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Personal Investment    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Personal Investment    
 
Management Fees
    0.10 %    
Distribution and/or Service (12b-1) Fees 1
    0.75      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses
    0.88      
Fee Waiver and/or Expense Reimbursement 2
    0.20      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.68      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.20% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Personal Investment Class shares to 0.69% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Personal Investment Class
  $ 69     $ 261     $ 468     $ 1,066      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio
 
6        Short-Term Investment Trust


 

securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Personal Investment Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.28%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Personal Investment Class: Inception (1/31/2000)     0.02 %     2.14 %     1.93 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Personal Investment Class fund accounts are as follows:
 
For Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $10,000          
Additional Investments Per Fund Account     No minimum          
 
For Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
Initial Investments Per Fund Account*     $1,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask
 
7        Short-Term Investment Trust


 

your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
GOVERNMENT TAXADVANTAGE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Personal Investment    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Personal Investment    
 
Management Fees
    0.18 %    
Distribution and/or Service (12b-1) Fees 1
    0.75      
Other Expenses
    0.08      
Total Annual Fund Operating Expenses
    1.01      
Fee Waiver and/or Expense Reimbursement 2
    0.32      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.69      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.20% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Personal Investment Class shares to 0.69% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Personal Investment Class
  $ 70     $ 290     $ 527     $ 1,207      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of
 
8        Short-Term Investment Trust


 

a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Personal Investment Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended December 31, 2006): 1.15%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  Since
   
    Year   Years   Inception    
 
Personal Investment Class: Inception (5/31/2001)     0.02 %     2.06 %     1.73 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Personal Investment Class fund accounts are as follows:
 
For Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $10,000          
Additional Investments Per Fund Account     No minimum          
 
For Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
Initial Investments Per Fund Account*     $1,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TAX-FREE CASH RESERVE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Personal Investment    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Personal Investment    
 
Management Fees
    0.23 %    
Distribution and/or Service (12b-1) Fees 1
    0.75      
Other Expenses
    0.06      
Total Annual Fund Operating Expenses
    1.04      
Fee Waiver and/or Expense Reimbursement 2
    0.24      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.80      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.20% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Personal Investment Class shares to 0.80% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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.
 
 
9        Short-Term Investment Trust


 

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    
 
Personal Investment Class
  $ 82     $ 307     $ 551     $ 1,249      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income
 
10        Short-Term Investment Trust


 

tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Personal Investment Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended June 30, 2007 and September 30, 2007): 0.75%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Personal Investment Class: Inception (12/4/2000)     0.02 %     1.43 %     1.25 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Personal Investment Class fund accounts are as follows:
 
For Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $10,000          
Additional Investments Per Fund Account     No minimum          
 
For Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
Initial Investments Per Fund Account*     $1,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions primarily are exempt from regular federal income tax. A portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes. The Fund may also make distributions that are taxable to you as ordinary income.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
Investment Objective(s), Strategies, Risks and Portfolio Holdings
 
Liquid Assets Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s
 
11        Short-Term Investment Trust


 

Statement of Additional Information (SAI) and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
STIC Prime Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase
 
12        Short-Term Investment Trust


 

agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy,
 
13        Short-Term Investment Trust


 

the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
Treasury Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Government & Agency Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the
 
14        Short-Term Investment Trust


 

present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Government TaxAdvantage Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states. Shares of the Fund are intended to qualify as eligible investments for federally chartered credit unions pursuant to Section 107(7), 107(8) and 107(15) of the Federal Credit Union Act, Part 703 of the National Credit Union Administration (NCUA) Rules and Regulations and NCUA Letter Number 155.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board
 
15        Short-Term Investment Trust


 

of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Tax-Free Cash Reserve Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity
 
16        Short-Term Investment Trust


 

or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
Portfolio Holdings
Information concerning the Fund’s portfolio holdings as well as its dollar-weighted average portfolio maturity and dollar-weighted average life to maturity as of the last business day of the preceding month will be posted on its Web site no later than five business days after the end of the month and remain posted on the Web site for six months thereafter.
 
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. (Invesco or the Adviser) serves as each Fund’s investment adviser. The Adviser manages the investment operations of each 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 each 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.
 
Pending Litigation.   Detailed information concerning pending litigation can be found in the SAI.
 
Adviser Compensation
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.10% of Liquid Assets Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
17        Short-Term Investment Trust


 

 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.09% of STIC Prime Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.08% of Treasury Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.04% of Government & Agency Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.01% of Government TaxAdvantage Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.17% of Tax-Free Cash Reserve Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
The Adviser, Invesco Distributors, or one of their affiliates may, from time to time, at their expense out of their own financial resources make cash payments to financial intermediaries for marketing support and/or administrative support. These marketing support payments and administrative support payments are in addition to the payments by the Funds described in this prospectus. Because they are not paid by the Funds, these marketing support payments and administrative support payments will not change the price paid by investors for the purchase of the Funds’ shares or the amount that a Fund will receive as proceeds from such sales. In certain cases these cash payments could be significant to the financial intermediaries. These cash payments may also create an incentive for a financial intermediary to recommend or sell shares of the Funds to its customers. Please contact your financial intermediary for details about any payments they or their firm may receive in connection with the sale of shares of the Funds or the provision of services to the Funds. Also, please see the Funds’ SAI for more information of these types of payments.
 
A discussion regarding the basis for the Board of Trustees’ approval of the investment advisory agreement and investment sub-advisory agreements of each Fund is available in each Fund’s most recent annual report to shareholders for the twelve-month period ended August 31.
 
 
Other Information
 
Dividends and Distributions
Liquid Assets Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
STIC Prime Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Treasury Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government & Agency Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government TaxAdvantage Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Tax-Free Cash Reserve Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of tax-exempt income.
 
Dividends
Liquid Assets Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
STIC Prime Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Treasury Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government & Agency Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government TaxAdvantage Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Tax-Free Cash Reserve Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Dividends are paid on settled shares of the Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio as of 5:30 p.m. Eastern Time, of the STIC Prime Portfolio as of 4:30 p.m. Eastern Time, and of the Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio as of 3:30 p.m. Eastern Time (“Settlement Time”). If a Fund closes early on a business day, such Fund will pay dividends on settled shares at such earlier closing time. Generally, shareholders whose purchase orders have been accepted by the Funds prior to the respective Fund’s Settlement Time, or an earlier close time on any day that a Fund closes early, and shareholders whose redemption proceeds have not been wired to them on any business day are eligible to receive dividends on that business day. The dividend declared on any day preceding a non-business day or days of a Fund will include the net income accrued on such non-business day or days. Dividends and distributions are reinvested in the form of additional full and fractional shares at net asset value unless the shareholder has elected to have such dividends and distributions paid in cash. See “Pricing of Shares – Timing of Orders” for a description of the Fund’s business days.
 
Capital Gains Distributions
Liquid Assets Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
STIC Prime Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Treasury Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government & Agency Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government TaxAdvantage Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Tax-Free Cash Reserve Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
 
18        Short-Term Investment Trust


 

 
 
Financial Highlights
 
The financial highlights tables are intended to help you understand each Fund’s financial performance of the Personal Investment Class shares. Certain information reflects financial results for a single Fund share.
 
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and distributions).
 
The information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report, which is available upon request.
 
Personal Investment Class
 
                                                                                                         
                                            Ratio of
  Ratio of
   
            Net gains
                              expenses
  expenses
   
            (losses)
                              to average
  to average net
  Ratio of net
    Net asset
      on securities
      Dividends
  Distributions
                  net assets
  assets without
  investment
    value,
  Net
  (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
    beginning
  investment
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
    of period   income   unrealized)   operations   income   gains   Distributions   of period   Return (a)   (000s omitted)   absorbed   absorbed   net assets
 
 
Liquid Assets Portfolio                                                                                                        
Year ended 08/31/11   $ 1.00     $ 0.00 (b)   $ (0.00 )   $ 0.00     $ (0.00 )   $     $ (0.00 )   $ 1.00       0.02 %   $ 107,681       0.27 % (c)     0.92 % (c)     0.02 % (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       111,477       0.31       0.93       0.03  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.78       145,663       0.66       0.96       0.67  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )     (0.00 )     (0.03 )     1.00       3.23       118,757       0.67       0.92       3.09  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       4.80       81,408       0.67       0.93       4.70  
STIC Prime Portfolio                                                                                                        
Year ended 08/31/11     1.00       0.00 (b)           0.00       (0.00 )           (0.00 )     1.00       0.02       84,451       0.22 (c)     0.94 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       88,978       0.25       0.94       0.04  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.54       181,407       0.56       0.98       0.54  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.06       406,065       0.67       0.93       2.91  
Year ended 08/31/07     1.00       0.05             0.05       (0.05 )           (0.05 )     1.00       4.81       409,936       0.67       0.94       4.70  
Treasury Portfolio                                                                                                        
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.02       185,309       0.12 (c)     0.93 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       173,428       0.15       0.93       0.03  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.12       211,723       0.45       0.95       0.07  
Year ended 08/31/08     1.00       0.02 (b)     0.00       0.02       (0.02 )     (0.00 )     (0.02 )     1.00       2.37       471,083       0.67       0.93       2.11  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       4.59       414,629       0.67       0.94       4.48  
Government & Agency Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.02       14,693       0.15 (c)     0.88 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       13,982       0.21       0.88       0.03  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.33       17,752       0.57       0.90       0.17  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       2.86       29,764       0.67       0.89       2.73  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       4.73       26,598       0.67       0.90       4.63  
Government TaxAdvantage Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       4,801       0.11 (c)     1.01 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       6,594       0.15       1.01       0.03  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.25       12,117       0.47       1.05       0.19  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       2.71       11,245       0.67       0.99       2.75  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       4.63       10,986       0.67       1.05       4.53  
Tax-Free Cash Reserve Portfolio
Year ended 08/31/11     1.00       0.00 (b)     (0.00 )     0.00       (0.00 )           (0.00 )     1.00       0.02       4,218       0.26 (c)     1.04 (c)     0.03 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       7,514       0.29       1.04       0.03  
Year ended 08/31/09     1.00       0.01 (b)     (0.00 )     0.01       (0.01 )           (0.01 )     1.00       0.55       7,414       0.67       1.06       0.64  
Five months ended 08/31/08     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.49       40,145       0.77 (d)     1.00 (d)     1.21 (d)
Year ended 03/31/08     1.00       0.03       (0.00 )     0.03       (0.03 )           (0.03 )     1.00       2.71       34,464       0.77       1.00       2.68  
Year ended 03/31/07     1.00       0.03             0.03       (0.03 )           (0.03 )     1.00       2.84       33,670       0.77       1.00       2.81  
     
(a)
  Includes adjustments in accordance with accounting principles generally accepted in the United States of America.
(b)
  Calculated using average shares outstanding.
(c)
  Ratios are based on average daily net assets (000’s) of $104,235, $94,253, $175,824, $14,624, $6,205 and $4,974 for Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio, and Tax-Free Cash Reserve Portfolio, respectively.
(d)
  Annualized.
 
19        Short-Term Investment Trust


 

 
Hypothetical Investment and Expense Information
 
In connection with the final settlement reached between Invesco and certain of its affiliates with certain regulators, including the New York Attorney General’s Office, the SEC and the Colorado Attorney General’s Office (the settlement) arising out of certain market timing and unfair pricing allegations made against Invesco and certain of its affiliates, Invesco and certain of its affiliates agreed, among other things, to disclose certain hypothetical information regarding investment and expense information to Fund shareholders. The chart below is intended to reflect the annual and cumulative impact of the Fund’s expenses, including investment advisory fees and other Fund costs, on the Fund’s returns over a 10-year period. The example reflects the following:
  n   You invest $10,000 in the Fund and hold it for the entire 10-year period; and
  n   Your investment has a 5% return before expenses each year.
 
There is no assurance that the annual expense ratio will be the expense ratio for the Fund classes for any of the years shown. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.
                                                                                 
 
Liquid Assets Portfolio — PERSONAL INVESTMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .69%     0 .92%     0 .92%     0 .92%     0 .92%     0 .92%     0 .92%     0 .92%     0 .92%     0 .92%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .31%     8 .57%     13 .00%     17 .61%     22 .40%     27 .40%     32 .60%     38 .01%     43 .64%     49 .50%
End of Year Balance
  $ 10,431 .00   $ 10,856 .58   $ 11,299 .53   $ 11,760 .55   $ 12,240 .39   $ 12,739 .79   $ 13,259 .58   $ 13,800 .57   $ 14,363 .63   $ 14,949 .67
Estimated Annual Expenses
  $ 70 .49   $ 97 .92   $ 101 .92   $ 106 .08   $ 110 .40   $ 114 .91   $ 119 .60   $ 124 .48   $ 129 .56   $ 134 .84
 
STIC Prime Portfolio — PERSONAL INVESTMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .69%     0 .94%     0 .94%     0 .94%     0 .94%     0 .94%     0 .94%     0 .94%     0 .94%     0 .94%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .31%     8 .54%     12 .95%     17 .54%     22 .31%     27 .28%     32 .44%     37 .82%     43 .42%     49 .24%
End of Year Balance
  $ 10,431 .00   $ 10,854 .50   $ 11,295 .19   $ 11,753 .78   $ 12,230 .98   $ 12,727 .56   $ 13,244 .30   $ 13,782 .01   $ 14,341 .56   $ 14,923 .83
Estimated Annual Expenses
  $ 70 .49   $ 100 .04   $ 104 .10   $ 108 .33   $ 112 .73   $ 117 .31   $ 122 .07   $ 127 .02   $ 132 .18   $ 137 .55
 
Treasury Portfolio — PERSONAL INVESTMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .69%     0 .93%     0 .93%     0 .93%     0 .93%     0 .93%     0 .93%     0 .93%     0 .93%     0 .93%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .31%     8 .56%     12 .97%     17 .57%     22 .36%     27 .34%     32 .52%     37 .91%     43 .53%     49 .37%
End of Year Balance
  $ 10,431 .00   $ 10,855 .54   $ 11,297 .36   $ 11,757 .16   $ 12,235 .68   $ 12,733 .67   $ 13,251 .93   $ 13,791 .29   $ 14,352 .59   $ 14,936 .74
Estimated Annual Expenses
  $ 70 .49   $ 98 .98   $ 103 .01   $ 107 .20   $ 111 .57   $ 116 .11   $ 120 .83   $ 125 .75   $ 130 .87   $ 136 .20
 
Government & Agency Portfolio — PERSONAL INVESTMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .68%     0 .88%     0 .88%     0 .88%     0 .88%     0 .88%     0 .88%     0 .88%     0 .88%     0 .88%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .32%     8 .62%     13 .09%     17 .75%     22 .60%     27 .66%     32 .91%     38 .39%     44 .09%     50 .03%
End of Year Balance
  $ 10,432 .00   $ 10,861 .80   $ 11,309 .30   $ 11,775 .25   $ 12,260 .39   $ 12,765 .52   $ 13,291 .46   $ 13,839 .06   $ 14,409 .23   $ 15,002 .89
Estimated Annual Expenses
  $ 69 .47   $ 93 .69   $ 97 .55   $ 101 .57   $ 105 .76   $ 110 .11   $ 114 .65   $ 119 .37   $ 124 .29   $ 129 .41
 
Government TaxAdvantage Portfolio — PERSONAL INVESTMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .69%     1 .01%     1 .01%     1 .01%     1 .01%     1 .01%     1 .01%     1 .01%     1 .01%     1 .01%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .31%     8 .47%     12 .80%     17 .30%     21 .98%     26 .85%     31 .91%     37 .17%     42 .65%     48 .34%
End of Year Balance
  $ 10,431 .00   $ 10,847 .20   $ 11,280 .00   $ 11,730 .07   $ 12,198 .10   $ 12,684 .81   $ 13,190 .93   $ 13,717 .25   $ 14,264 .57   $ 14,833 .72
Estimated Annual Expenses
  $ 70 .49   $ 107 .45   $ 111 .74   $ 116 .20   $ 120 .84   $ 125 .66   $ 130 .67   $ 135 .89   $ 141 .31   $ 146 .95
 
Tax-Free Cash Reserve Portfolio — PERSONAL INVESTMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .80%     1 .04%     1 .04%     1 .04%     1 .04%     1 .04%     1 .04%     1 .04%     1 .04%     1 .04%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .20%     8 .33%     12 .62%     17 .08%     21 .71%     26 .53%     31 .54%     36 .75%     42 .17%     47 .80%
End of Year Balance
  $ 10,420 .00   $ 10,832 .63   $ 11,261 .60   $ 11,707 .56   $ 12,171 .18   $ 12,653 .16   $ 13,154 .23   $ 13,675 .13   $ 14,216 .67   $ 14,779 .65
Estimated Annual Expenses
  $ 81 .68   $ 110 .51   $ 114 .89   $ 119 .44   $ 124 .17   $ 129 .09   $ 134 .20   $ 139 .51   $ 145 .04   $ 150 .78
 
 
     

1 Your actual expenses may be higher or lower than those shown.
   
 
20        Short-Term Investment Trust


 

 
General Information
 
Each Fund consists of seven classes of shares that share a common investment objective and portfolio of investments. The seven classes differ only with respect to distribution arrangements and any applicable associated Rule 12b-1 fees and expenses.
 
Distribution and Service (12b-1) Fees
Each Fund has adopted a 12b-1 plan with respect to each class other than the Institutional Class that allows each Fund to pay distribution and service fees to Invesco Distributors, Inc. (the distributor) for the sale and distribution of its shares and fees for services provided to investors. Because each Fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
 
Purchasing Shares
 
Minimum Investments Per Fund Account
The minimum investments for Personal Investment accounts are as follows:
 
Tax-Free Cash Reserve Portfolio
 
                 
 
    Initial
  Additional
Class   Investments*   Investments
 
Personal Investment Class
  $ 10,000       No minimum  
 
Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
 
    Initial
  Additional
Class   Investments*   Investments
 
Personal Investment Class
  $ 1,000       No minimum  
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
How to Purchase Shares
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 5:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 5:30 p.m. Eastern Time on a business day. If you wish to place an order between 5:00 p.m. and 5:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If a Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Funds verify and record your identifying information.
 
STIC Prime Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 4:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 4:30 p.m. Eastern Time on a business day. If you wish to place an order between 4:00 p.m. and 4:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Government TaxAdvantage Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Tax-Free Cash Reserve Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; or send your request by a pre-arranged Liquidity LINK data transmission however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
 
A-1        The Invesco Funds

MCF—12/11


 

         
Purchase Options
    Opening An Account   Adding To An Account
 
Through a Financial Intermediary   Contact your financial intermediary   Same
    The financial intermediary should forward your completed account application to the transfer agent,
    Invesco Investment Services, Inc.
P.O. Box 219286
Kansas City, MO 64121-9286
    The financial intermediary should call the transfer agent at (800) 659-1005 to receive an account number.
    The intermediary should use the following wire instructions:
    The Bank of New York
ABA/Routing #: 021000018
DDA: 8900118377
Invesco Investment Services, Inc.
    For Further Credit to Your Account #
    If you do not know your account # or settle on behalf of multiple accounts, please contact the transfer agent for assistance.
By Telephone   Open your account as described above.   Call the transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above.
By Liquidity LINK ®   Open your account as described above.   Complete an Liquidity LINK ® Agreement. Mail the application and agreement to the transfer agent. Once your request for this option has been processed, you may place your order via Liquidity LINK.
 
Automatic Dividend and Distribution Investment
All of your dividends and distributions may be paid in cash or invested in the same Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same Fund in the form of full and fractional shares at net asset value.
 
Redeeming Shares
 
Redemption Fees
We will not charge you any fees to redeem your shares. Your broker or financial intermediary may charge service fees for handling redemption transactions.
 
How to Redeem Shares
 
     
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 5:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 5:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 5:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
STIC Prime Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 4:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 4:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 4:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Government TaxAdvantage Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 3:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 3:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Tax-Free Cash Reserve Portfolio
 
Through a Financial Intermediary   Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Telephone   A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the transfer agent before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Liquidity LINK ®   If you place your redemption request via Liquidity LINK, the transfer agent must generally receive your redemption request before 12:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price. Redemption orders of shares placed between 12:30 and 3:30 p.m. Eastern Time must be transmitted by telephone or a pre-arranged data transmission.
 
Payment of Redemption Proceeds
All redemption orders are processed at the net asset value next determined after the transfer agent receives a redemption order.
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
We will normally wire payment for redemptions received prior to 5:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a
 
A-2        The Invesco Funds


 

business day after 5:30 p.m. Eastern Time, the redemption will be effected at the net asset value of each Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If a Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, a Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
STIC Prime Portfolio
We will normally wire payment for redemptions received prior to 4:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 4:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Government TaxAdvantage Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Tax-Free Cash Reserve Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Redemptions by Telephone
If you redeem by telephone, we will transmit the amount of the redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine and are not liable for telephone instructions that are reasonably believed to be genuine.
 
Redemptions by Liquidity LINK
If you redeem via Liquidity LINK, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We are not liable for Liquidity LINK instructions that are not genuine.
 
Redemptions by the Funds
If a Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or a Fund is not able to verify your identity as required by law, a Fund may, at its discretion, redeem the account and distribute the proceeds to you.
 
Each Fund and its agent reserve the right at any time to:
n   reject or cancel all or any part of any purchase order;
n   modify any terms or conditions of purchase of shares of any fund; or
n   suspend, change or withdraw all or any part of the offering made by this prospectus.
 
Pricing of Shares
 
Determination of Net Asset Value
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 5:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee that their net asset value will always remain at $1.00 per share.
 
A-3        The Invesco Funds


 

STIC Prime Portfolio
The price of the Fund’s shares is the Fund’s net asset value per share. The Fund will generally determine the net asset value of its shares at 4:30 p.m. Eastern Time.
 
If the Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
The Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable the Fund to price its shares at $1.00 per share. The Fund cannot guarantee that its net asset value will always remain at $1.00 per share.
 
Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 3:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee their net asset value will always remain at $1.00 per share.
 
Timing of Orders
Each Fund opens for business at 8:30 a.m. Eastern Time. Each Fund prices purchase and redemption orders on each business day at the net asset value calculated after the transfer agent receives an order in good form.
 
A business day is any day that the Federal Reserve Bank of New York and The Bank of New York Mellon, the Funds’ custodian, are open for business. Each fund is authorized not to open for trading on a day that is otherwise a business day if the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading; any such day will not be considered a business day. Each Fund also may close early on a business day if the SIFMA recommends that government securities dealers close early.
 
If the financial intermediary through which you place purchase and redemption orders places its orders to the transfer agent through the NSCC, the transfer agent may not receive those orders until the next business day after the order has been entered into the NSCC.
 
Each Fund may postpone the right of redemption under unusual circumstances, as allowed by the SEC, such as when the New York Stock Exchange restricts or suspends trading.
 
Each Fund reserves the right to change the time for which purchase and redemption orders must be submitted to and received by the transfer agent for execution on the same day.
 
Thirty-minutes prior to the Funds’ net asset value determination, Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, and Government TaxAdvantage Portfolio may, in their discretion, limit or refuse to accept purchase orders and may not provide same-day payment of redemption proceeds.
 
During the period between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, Tax-Free Cash Reserve Portfolio may, in its discretion, refuse to accept purchase orders and may not provide same-day settlement of redemption orders. On days that the Fund closes early, the fund may, in its discretion, refuse to accept purchase orders and may not provide same day settlement of redemption orders for such purchases and redemption orders received by the transfer agent (i) if the Fund closes after 12:30 p.m. Eastern Time, between 12:30 p.m. Eastern Time and the time the Fund closes, and (ii) if the Fund closes on or before 12:30 p.m. Eastern Time, during the thirty minute period prior to the Fund’s net asset value determination.
 
Frequent Purchases and Redemptions of Fund Shares
The Board of the Funds has not adopted any policies and procedures that would limit frequent purchases and redemptions of the Funds’ shares. The Board does not believe that it is appropriate to adopt any such policies and procedures for the following reasons:
n   Each Fund is offered to investors as a cash management vehicle. Investors must perceive an investment in such Fund as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently.
n   One of the advantages of a money market Fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund.
n   Each Fund’s portfolio securities are valued on the basis of amortized cost, and the Fund seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.
n   Because each Fund seeks to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in the Fund. Imposition of redemption fees would run contrary to investor expectations.
 
The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described above. Nonetheless, to the extent that each Fund must maintain additional cash and/or securities with shorter-term durations than may otherwise be required, the Fund’s yield could be negatively impacted.
 
Each Fund and its agent reserves the right at any time to reject or cancel any part of any purchase order. This could occur if each Fund determines that such purchase may disrupt the Fund’s operation or performance.
 
Taxes
 
Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
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:
n   A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income are generally taxable to you as ordinary income.
n   Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains.
n   None of the dividends paid by a Fund will qualify for the dividends received deduction in the case of corporate shareholders or as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders.
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 capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. Because a
 
A-4        The Invesco Funds


 

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.
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 a 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 generally are subject to state and local income taxes.
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.
 
Tax-Free Cash Reserve Portfolio
n   You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in your gross income for federal income tax purposes. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares.
n   A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you. However, under recently enacted provisions of the American Recovery and Reinvestment Act of 2009, tax exempt interest on such municipal securities issued in 2009 and 2010 is not an item of tax preference for purposes of the alternative minimum tax.
n   Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states.
n   A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains.
n   A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends 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.
 
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.
 
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.
 
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-5        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 each Fund and is incorporated by reference into this prospectus (is legally a part of this prospectus). Annual and semi-annual reports to shareholders contain additional information about each Fund’s investments. Each Fund’s annual report also discusses the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. Each Fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.
 
If you have questions about an Invesco Fund or your account, or you wish to obtain a free copy of 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 219286
Kansas City, MO 64121-9286
     
By Telephone:   (800) 659-1005
     
On the Internet:   You can send us a request by e-mail or download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us
 
You can also review and obtain copies of each Fund’s SAI, 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]
     
     
Liquid Assets Portfolio
STIC Prime Portfolio
Treasury Portfolio and
  Government & Agency Portfolio
Government TaxAdvantage Portfolio
Tax-Free Cash Reserve Portfolio
SEC 1940 Act file number: 811-02729
 
   
     
     
invesco.com/us   CM-STIT-PRO-6
   


 

 
Prospectus December 16, 2011
 
     
 
 
 
 
Liquid Assets Portfolio (LPVXX)
 
STIC Prime Portfolio (SPVXX)
 
Treasury Portfolio (TPFXX)
 
Government & Agency Portfolio (GPVXX)
 
Government TaxAdvantage Portfolio (TXPXX)
 
Tax-Free Cash Reserve Portfolio (TRCXX)
 
Private Investment Classes
 
Liquid Assets Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
STIC Prime Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Treasury Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government & Agency Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government TaxAdvantage Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Tax-Free Cash Reserve Portfolio’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
 
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 Funds:
n   is not FDIC insured;
n   may lose value; and
n   is not guaranteed by a bank.
 
There can be no assurance that each Fund will be able to maintain a stable net asset value of $1.00 per share.


 

 
Table of Contents
 
 
         
  1    
Liquid Assets Portfolio
  1    
STIC Prime Portfolio
  2    
Treasury Portfolio
  4    
Government & Agency Portfolio
  6    
Government TaxAdvantage Portfolio
  7    
Tax-Free Cash Reserve Portfolio
  9    
  11    
Liquid Assets Portfolio
  11    
STIC Prime Portfolio
  12    
Treasury Portfolio
  14    
Government & Agency Portfolio
  14    
Government TaxAdvantage Portfolio
  15    
Tax-Free Cash Reserve Portfolio
  16    
         
  17    
The Adviser(s)
  17    
Adviser Compensation
  17    
         
  18    
Dividends and Distributions
  18    
         
  19    
         
  20    
         
  A-1    
Distribution and Service (12b-1) Fees
  A-1    
Purchasing Shares
  A-1    
Redeeming Shares
  A-2    
Pricing of Shares
  A-3    
Frequent Purchases and Redemptions of Fund Shares
  A-4    
Taxes
  A-4    
Important Notice Regarding Delivery of Security Holder Documents
  A-5    
         
Obtaining Additional Information
  Back Cover    
 
 
        Short-Term Investment Trust


 

 
Fund Summaries
 
LIQUID ASSETS PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Private Investment    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Private Investment    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    0.50      
Other Expenses
    0.02      
Total Annual Fund Operating Expenses
    0.67      
Fee Waiver and/or Expense Reimbursement 2
    0.23      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.44      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.20% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Private Investment Class shares to 0.44% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Private Investment Class
  $ 45     $ 191     $ 350     $ 813      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with Security and Exchange Commission (SEC) rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected by political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of
 
1        Short-Term Investment Trust


 

those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Private Investment Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.35%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Private Investment Class: Inception (2/16/1996)     0.02 %     2.51 %     2.26 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Private Investment Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $100,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
STIC PRIME PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
 
2        Short-Term Investment Trust


 

             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Private Investment    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Private Investment    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    0.50      
Other Expenses
    0.04      
Total Annual Fund Operating Expenses
    0.69      
Fee Waiver and/or Expense Reimbursement 2
    0.25      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.44      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.20% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Private Investment Class shares to 0.44% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Private Investment Class
  $ 45     $ 196     $ 359     $ 835      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other
 
3        Short-Term Investment Trust


 

actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Private Investment Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.34%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Private Investment Class: Inception (7/8/1993)     0.02 %     2.40 %     2.18 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Private Investment Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $100,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TREASURY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Private Investment    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
 
4        Short-Term Investment Trust


 

             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Private Investment    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    0.50      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses
    0.68      
Fee Waiver and/or Expense Reimbursement 2
    0.24      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.44      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.20% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Private Investment Class shares to 0.44% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Private Investment Class
  $ 45     $ 193     $ 355     $ 824      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
5        Short-Term Investment Trust


 

Annual Total Returns
 
Private Investment Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.31%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Private Investment Class: Inception (11/22/1991)     0.02 %     2.10 %     2.01 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Private Investment Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $100,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
GOVERNMENT & AGENCY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Private Investment    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Private Investment    
 
Management Fees
    0.10 %    
Distribution and/or Service (12b-1) Fees 1
    0.50      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses
    0.63      
Fee Waiver and/or Expense Reimbursement 2
    0.20      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.43      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.20% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Private Investment Class shares to 0.44% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Private Investment Class
  $ 44     $ 182     $ 331     $ 767      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain
 
6        Short-Term Investment Trust


 

exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Private Investment Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.33%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Private Investment Class: Inception (9/1/1998)     0.02 %     2.30 %     2.13 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Private Investment Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $100,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
GOVERNMENT TAXADVANTAGE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
7        Short-Term Investment Trust


 

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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Private Investment    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Private Investment    
 
Management Fees
    0.18 %    
Distribution and/or Service (12b-1) Fees 1
    0.50      
Other Expenses
    0.08      
Total Annual Fund Operating Expenses
    0.76      
Fee Waiver and/or Expense Reimbursement 2
    0.37      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.39      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.25% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Private Investment Class shares to 0.39% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Private Investment Class
  $ 40     $ 206     $ 386     $ 908      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
8        Short-Term Investment Trust


 

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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Private Investment Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.30%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Private Investment Class: Inception (12/21/1994)     0.02 %     2.25 %     2.09 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Private Investment Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $100,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TAX-FREE CASH RESERVE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Private Investment    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Private Investment    
 
Management Fees
    0.23 %    
Distribution and/or Service (12b-1) Fees 1
    0.50      
Other Expenses
    0.06      
Total Annual Fund Operating Expenses
    0.79      
Fee Waiver and/or Expense Reimbursement 2
    0.29      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.50      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.25% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Private Investment Class shares to 0.50% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Private Investment Class
  $ 51     $ 223     $ 410     $ 951      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which
 
9        Short-Term Investment Trust


 

include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
10        Short-Term Investment Trust


 

Annual Total Returns
 
Private Investment Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended June 30, 2007 and September 30, 2007): 0.82%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Private Investment Class: Inception (4/1/1992)     0.02 %     1.63 %     1.50 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Private Investment Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $100,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions primarily are exempt from regular federal income tax. A portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes. The Fund may also make distributions that are taxable to you as ordinary income.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
Investment Objective(s), Strategies, Risks and Portfolio Holdings
 
Liquid Assets Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s Statement of Additional Information (SAI) and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political,
 
11        Short-Term Investment Trust


 

economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
STIC Prime Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
12        Short-Term Investment Trust


 

 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
13        Short-Term Investment Trust


 

Treasury Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Government & Agency Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board
 
14        Short-Term Investment Trust


 

of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Government TaxAdvantage Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states. Shares of the Fund are intended to qualify as eligible investments for federally chartered credit unions pursuant to Section 107(7), 107(8) and 107(15) of the Federal Credit Union Act, Part 703 of the National Credit Union Administration (NCUA) Rules and Regulations and NCUA Letter Number 155.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or
 
15        Short-Term Investment Trust


 

other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Tax-Free Cash Reserve Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s
 
16        Short-Term Investment Trust


 

securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
Portfolio Holdings
Information concerning the Fund’s portfolio holdings as well as its dollar-weighted average portfolio maturity and dollar-weighted average life to maturity as of the last business day of the preceding month will be posted on its Web site no later than five business days after the end of the month and remain posted on the Web site for six months thereafter.
 
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. (Invesco or the Adviser) serves as each Fund’s investment adviser. The Adviser manages the investment operations of each 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 each 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.
 
Pending Litigation.   Detailed information concerning pending litigation can be found in the SAI.
 
Adviser Compensation
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.10% of Liquid Assets Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.09% of STIC Prime Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.08% of Treasury Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.04% of Government & Agency Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.01% of Government TaxAdvantage Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.17% of Tax-Free Cash Reserve Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
The Adviser, Invesco Distributors, or one of their affiliates may, from time to time, at their expense out of their own financial resources make cash payments to financial intermediaries for marketing support and/or administrative support. These marketing support payments and administrative support payments are in addition to the payments by the Funds described in this prospectus. Because they are not paid by the Funds, these marketing support payments and administrative support payments
 
17        Short-Term Investment Trust


 

will not change the price paid by investors for the purchase of the Funds’ shares or the amount that a Fund will receive as proceeds from such sales. In certain cases these cash payments could be significant to the financial intermediaries. These cash payments may also create an incentive for a financial intermediary to recommend or sell shares of the Funds to its customers. Please contact your financial intermediary for details about any payments they or their firm may receive in connection with the sale of shares of the Funds or the provision of services to the Funds. Also, please see the Funds’ SAI for more information of these types of payments.
 
A discussion regarding the basis for the Board of Trustees’ approval of the investment advisory agreement and investment sub-advisory agreements of each Fund is available in each Fund’s most recent annual report to shareholders for the twelve-month period ended August 31.
 
 
Other Information
 
Dividends and Distributions
Liquid Assets Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
STIC Prime Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Treasury Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government & Agency Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government TaxAdvantage Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Tax-Free Cash Reserve Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of tax-exempt income.
 
Dividends
Liquid Assets Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
STIC Prime Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Treasury Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government & Agency Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government TaxAdvantage Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Tax-Free Cash Reserve Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Dividends are paid on settled shares of the Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio as of 5:30 p.m. Eastern Time, of the STIC Prime Portfolio as of 4:30 p.m. Eastern Time, and of the Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio as of 3:30 p.m. Eastern Time (“Settlement Time”). If a Fund closes early on a business day, such Fund will pay dividends on settled shares at such earlier closing time. Generally, shareholders whose purchase orders have been accepted by the Funds prior to the respective Fund’s Settlement Time, or an earlier close time on any day that a Fund closes early, and shareholders whose redemption proceeds have not been wired to them on any business day are eligible to receive dividends on that business day. The dividend declared on any day preceding a non-business day or days of a Fund will include the net income accrued on such non-business day or days. Dividends and distributions are reinvested in the form of additional full and fractional shares at net asset value unless the shareholder has elected to have such dividends and distributions paid in cash. See “Pricing of Shares – Timing of Orders” for a description of the Fund’s business days.
 
Capital Gains Distributions
Liquid Assets Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
STIC Prime Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Treasury Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government & Agency Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government TaxAdvantage Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Tax-Free Cash Reserve Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
 
18        Short-Term Investment Trust


 

 
Financial Highlights
 
The financial highlights tables are intended to help you understand each Fund’s financial performance of the Private Investment Class shares. Certain information reflects financial results for a single Fund share.
 
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and distributions).
 
The information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report, which is available upon request.
 
Private Investment Class
 
                                                                                                         
                                            Ratio of
  Ratio of
   
            Net gains
                              expenses
  expenses
   
            (losses)
                              to average
  to average net
  Ratio of net
    Net asset
      on securities
      Dividends
  Distributions
                  net assets
  assets without
  investment
    value,
  Net
  (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
    beginning
  investment
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
    of period   income   unrealized)   operations   income   gains   Distributions   of period   Return (a)   (000s omitted)   absorbed   absorbed   net assets
 
 
Liquid Assets Portfolio                                                                                                        
Year ended 08/31/11   $ 1.00     $ 0.00 (b)   $ (0.00 )   $ 0.00     $ (0.00 )   $     $ (0.00 )   $ 1.00       0.02 %   $ 501,630       0.28 % (c)     0.67 % (c)     0.01 % (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       709,454       0.31       0.68       0.03  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       1.00       748,744       0.46       0.71       0.87  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )     (0.00 )     (0.03 )     1.00       3.49       875,556       0.42       0.67       3.34  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.06       885,779       0.42       0.68       4.95  
STIC Prime Portfolio                                                                                                        
Year ended 08/31/11     1.00       0.00 (b)           0.00       (0.00 )           (0.00 )     1.00       0.02       267,621       0.22 (c)     0.69 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       306,984       0.25       0.69       0.04  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.64       429,979       0.42       0.73       0.68  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.32       700,843       0.42       0.68       3.16  
Year ended 08/31/07     1.00       0.05             0.05       (0.05 )           (0.05 )     1.00       5.07       632,811       0.42       0.69       4.95  
Treasury Portfolio                                                                                                        
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.02       845,022       0.12 (c)     0.68 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       784,322       0.16       0.68       0.02  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.19       2,267,919       0.31       0.70       0.21  
Year ended 08/31/08     1.00       0.02 (b)     0.00       0.02       (0.02 )     (0.00 )     (0.02 )     1.00       2.62       1,153,785       0.42       0.68       2.36  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       4.85       1,250,648       0.42       0.69       4.73  
Government & Agency Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.02       549,857       0.15 (c)     0.63 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       558,000       0.21       0.63       0.03  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.46       781,264       0.39       0.65       0.35  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.12       504,696       0.42       0.64       2.98  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       4.99       599,041       0.42       0.65       4.88  
Government TaxAdvantage Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       47,638       0.11 (c)     0.76 (c)     0.03 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       28,423       0.14       0.76       0.04  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.38       42,922       0.35       0.80       0.31  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.02       40,540       0.37       0.74       3.05  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       4.95       43,318       0.37       0.80       4.83  
Tax-Free Cash Reserve Portfolio
Year ended 08/31/11     1.00       0.00 (b)     (0.00 )     0.00       (0.00 )           (0.00 )     1.00       0.02       98,842       0.26 (c)     0.79 (c)     0.03 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       118,919       0.29       0.79       0.03  
Year ended 08/31/09     1.00       0.01 (b)     (0.00 )     0.01       (0.01 )           (0.01 )     1.00       0.70       206,398       0.48       0.81       0.83  
Five months ended 08/31/08     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.62       300,898       0.47 (d)     0.75 (d)     1.51 (d)
Year ended 03/31/08     1.00       0.03       (0.00 )     0.03       (0.03 )           (0.03 )     1.00       3.02       249,372       0.47       0.75       2.98  
Year ended 03/31/07     1.00       0.03             0.03       (0.03 )           (0.03 )     1.00       3.15       185,163       0.47       0.75       3.11  
     
(a)
  Includes adjustments in accordance with accounting principles generally accepted in the United States of America.
(b)
  Calculated using average shares outstanding.
(c)
  Ratios are based on average daily net assets (000’s) of $521,465, $307,821, $818,828, $502,249, $44,401 and $96,498 for Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio, and Tax-Free Cash Reserve Portfolio, respectively.
(d)
  Annualized.
 
19        Short-Term Investments Trust


 

 
Hypothetical Investment and Expense Information
 
In connection with the final settlement reached between Invesco and certain of its affiliates with certain regulators, including the New York Attorney General’s Office, the SEC and the Colorado Attorney General’s Office (the settlement) arising out of certain market timing and unfair pricing allegations made against Invesco and certain of its affiliates, Invesco and certain of its affiliates agreed, among other things, to disclose certain hypothetical information regarding investment and expense information to Fund shareholders. The chart below is intended to reflect the annual and cumulative impact of the Fund’s expenses, including investment advisory fees and other Fund costs, on the Fund’s returns over a 10-year period. The example reflects the following:
  n   You invest $10,000 in the Fund and hold it for the entire 10-year period; and
  n   Your investment has a 5% return before expenses each year.
 
There is no assurance that the annual expense ratio will be the expense ratio for the Fund classes for any of the years shown. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.
                                                                                 
 
Liquid Assets Portfolio — PRIVATE INVESTMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .44%     0 .67%     0 .67%     0 .67%     0 .67%     0 .67%     0 .67%     0 .67%     0 .67%     0 .67%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .56%     9 .09%     13 .81%     18 .74%     23 .88%     29 .24%     34 .84%     40 .68%     46 .77%     53 .13%
End of Year Balance
  $ 10,456 .00   $ 10,908 .74   $ 11,381 .09   $ 11,873 .89   $ 12,388 .03   $ 12,924 .44   $ 13,484 .06   $ 14,067 .92   $ 14,677 .07   $ 15,312 .58
Estimated Annual Expenses
  $ 45 .00   $ 71 .57   $ 74 .67   $ 77 .90   $ 81 .28   $ 84 .80   $ 88 .47   $ 92 .30   $ 96 .30   $ 100 .47
 
STIC Prime Portfolio — PRIVATE INVESTMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .44%     0 .69%     0 .69%     0 .69%     0 .69%     0 .69%     0 .69%     0 .69%     0 .69%     0 .69%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .56%     9 .07%     13 .77%     18 .67%     23 .79%     29 .12%     34 .69%     40 .49%     46 .55%     52 .86%
End of Year Balance
  $ 10,456 .00   $ 10,906 .65   $ 11,376 .73   $ 11,867 .07   $ 12,378 .54   $ 12,912 .05   $ 13,468 .56   $ 14,049 .06   $ 14,654 .57   $ 15,286 .18
Estimated Annual Expenses
  $ 45 .00   $ 73 .70   $ 76 .88   $ 80 .19   $ 83 .65   $ 87 .25   $ 91 .01   $ 94 .94   $ 99 .03   $ 103 .30
 
Treasury Portfolio — PRIVATE INVESTMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .44%     0 .68%     0 .68%     0 .68%     0 .68%     0 .68%     0 .68%     0 .68%     0 .68%     0 .68%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .56%     9 .08%     13 .79%     18 .70%     23 .83%     29 .18%     34 .76%     40 .58%     46 .66%     52 .99%
End of Year Balance
  $ 10,456 .00   $ 10,907 .70   $ 11,378 .91   $ 11,870 .48   $ 12,383 .29   $ 12,918 .24   $ 13,476 .31   $ 14,058 .49   $ 14,665 .81   $ 15,299 .38
Estimated Annual Expenses
  $ 45 .00   $ 72 .64   $ 75 .77   $ 79 .05   $ 82 .46   $ 86 .03   $ 89 .74   $ 93 .62   $ 97 .66   $ 101 .88
 
Government & Agency Portfolio — PRIVATE INVESTMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .43%     0 .63%     0 .63%     0 .63%     0 .63%     0 .63%     0 .63%     0 .63%     0 .63%     0 .63%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .57%     9 .14%     13 .91%     18 .89%     24 .08%     29 .50%     35 .16%     41 .07%     47 .24%     53 .67%
End of Year Balance
  $ 10,457 .00   $ 10,913 .97   $ 11,390 .91   $ 11,888 .69   $ 12,408 .23   $ 12,950 .47   $ 13,516 .41   $ 14,107 .07   $ 14,723 .55   $ 15,366 .97
Estimated Annual Expenses
  $ 43 .98   $ 67 .32   $ 70 .26   $ 73 .33   $ 76 .54   $ 79 .88   $ 83 .37   $ 87 .01   $ 90 .82   $ 94 .79
 
Government TaxAdvantage Portfolio — PRIVATE INVESTMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .39%     0 .76%     0 .76%     0 .76%     0 .76%     0 .76%     0 .76%     0 .76%     0 .76%     0 .76%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .61%     9 .05%     13 .67%     18 .49%     23 .51%     28 .75%     34 .21%     39 .90%     45 .83%     52 .01%
End of Year Balance
  $ 10,461 .00   $ 10,904 .55   $ 11,366 .90   $ 11,848 .86   $ 12,351 .25   $ 12,874 .94   $ 13,420 .84   $ 13,989 .88   $ 14,583 .05   $ 15,201 .37
Estimated Annual Expenses
  $ 39 .90   $ 81 .19   $ 84 .63   $ 88 .22   $ 91 .96   $ 95 .86   $ 99 .92   $ 104 .16   $ 108 .58   $ 113 .18
 
Tax-Free Cash Reserve Portfolio — PRIVATE INVESTMENT CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .50%     0 .79%     0 .79%     0 .79%     0 .79%     0 .79%     0 .79%     0 .79%     0 .79%     0 .79%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .50%     8 .90%     13 .48%     18 .26%     23 .24%     28 .43%     33 .84%     39 .47%     45 .34%     51 .46%
End of Year Balance
  $ 10,450 .00   $ 10,889 .95   $ 11,348 .41   $ 11,826 .18   $ 12,324 .06   $ 12,842 .90   $ 13,383 .59   $ 13,947 .04   $ 14,534 .21   $ 15,146 .10
Estimated Annual Expenses
  $ 51 .13   $ 84 .29   $ 87 .84   $ 91 .54   $ 95 .39   $ 99 .41   $ 103 .59   $ 107 .96   $ 112 .50   $ 117 .24
 
 
     
1 Your actual expenses may be higher or lower than those shown.
   
 
20        Short-Term Investments Trust


 

 
General Information
 
Each Fund consists of seven classes of shares that share a common investment objective and portfolio of investments. The seven classes differ only with respect to distribution arrangements and any applicable associated Rule 12b-1 fees and expenses.
 
Distribution and Service (12b-1) Fees
Each Fund has adopted a 12b-1 plan with respect to each class other than the Institutional Class that allows each Fund to pay distribution and service fees to Invesco Distributors, Inc. (the distributor) for the sale and distribution of its shares and fees for services provided to investors. Because each Fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
 
Purchasing Shares
 
Minimum Investments Per Fund Account
The minimum investments for Private Investment Class accounts are as follows:
 
                 
 
    Initial
  Additional
Class   Investments*   Investments
 
Private Investment Class
  $ 100,000       No minimum  
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
How to Purchase Shares
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 5:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 5:30 p.m. Eastern Time on a business day. If you wish to place an order between 5:00 p.m. and 5:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If a Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Funds verify and record your identifying information.
 
STIC Prime Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 4:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 4:30 p.m. Eastern Time on a business day. If you wish to place an order between 4:00 p.m. and 4:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Government TaxAdvantage Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Tax-Free Cash Reserve Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; or send your request by a pre-arranged Liquidity LINK data transmission however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
         
Purchase Options
    Opening An Account   Adding To An Account
 
Through a Financial Intermediary   Contact your financial intermediary   Same
    The financial intermediary should forward your completed account application to the transfer agent,
    Invesco Investment Services, Inc.
P.O. Box 219286
Kansas City, MO 64121-9286
    The financial intermediary should call the transfer agent at (800) 659-1005 to receive an account number.
    The intermediary should use the following wire instructions:
    The Bank of New York
ABA/Routing #: 021000018
DDA: 8900118377
Invesco Investment Services, Inc.
    For Further Credit to Your Account #
    If you do not know your account # or settle on behalf of multiple accounts, please contact the transfer agent for assistance.
 
A-1        The Invesco Funds

MCF—12/11


 

         
Purchase Options
    Opening An Account   Adding To An Account
 
By Telephone   Open your account as described above.   Call the transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above.
By Liquidity LINK ®   Open your account as described above.   Complete an Liquidity LINK ® Agreement. Mail the application and agreement to the transfer agent. Once your request for this option has been processed, you may place your order via Liquidity LINK.
 
Automatic Dividend and Distribution Investment
All of your dividends and distributions may be paid in cash or invested in the same Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same Fund in the form of full and fractional shares at net asset value.
 
Redeeming Shares
 
Redemption Fees
We will not charge you any fees to redeem your shares. Your broker or financial intermediary may charge service fees for handling redemption transactions.
 
How to Redeem Shares
 
     
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 5:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 5:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 5:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
STIC Prime Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 4:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 4:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 4:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Government TaxAdvantage Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 3:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 3:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Tax-Free Cash Reserve Portfolio
 
Through a Financial Intermediary   Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Telephone   A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the transfer agent before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Liquidity LINK ®   If you place your redemption request via Liquidity LINK, the transfer agent must generally receive your redemption request before 12:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price. Redemption orders of shares placed between 12:30 and 3:30 p.m. Eastern Time must be transmitted by telephone or a pre-arranged data transmission.
 
Payment of Redemption Proceeds
All redemption orders are processed at the net asset value next determined after the transfer agent receives a redemption order.
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
We will normally wire payment for redemptions received prior to 5:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 5:30 p.m. Eastern Time, the redemption will be effected at the net asset value of each Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If a Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, a Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
A-2        The Invesco Funds


 

STIC Prime Portfolio
We will normally wire payment for redemptions received prior to 4:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 4:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Government TaxAdvantage Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Tax-Free Cash Reserve Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Redemptions by Telephone
If you redeem by telephone, we will transmit the amount of the redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine and are not liable for telephone instructions that are reasonably believed to be genuine.
 
Redemptions by Liquidity LINK
If you redeem via Liquidity LINK, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We are not liable for Liquidity LINK instructions that are not genuine.
 
Redemptions by the Funds
If a Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or a Fund is not able to verify your identity as required by law, a Fund may, at its discretion, redeem the account and distribute the proceeds to you.
 
Each Fund and its agent reserve the right at any time to:
n   reject or cancel all or any part of any purchase order;
n   modify any terms or conditions of purchase of shares of any fund; or
n   suspend, change or withdraw all or any part of the offering made by this prospectus.
 
Pricing of Shares
 
Determination of Net Asset Value
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 5:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee that their net asset value will always remain at $1.00 per share.
 
STIC Prime Portfolio
The price of the Fund’s shares is the Fund’s net asset value per share. The Fund will generally determine the net asset value of its shares at 4:30 p.m. Eastern Time.
 
If the Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
The Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable the Fund to price its shares at $1.00 per share. The Fund cannot guarantee that its net asset value will always remain at $1.00 per share.
 
Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 3:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to
 
A-3        The Invesco Funds


 

enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee their net asset value will always remain at $1.00 per share.
 
Timing of Orders
Each Fund opens for business at 8:30 a.m. Eastern Time. Each Fund prices purchase and redemption orders on each business day at the net asset value calculated after the transfer agent receives an order in good form.
 
A business day is any day that the Federal Reserve Bank of New York and The Bank of New York Mellon, the Funds’ custodian, are open for business. Each fund is authorized not to open for trading on a day that is otherwise a business day if the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading; any such day will not be considered a business day. Each Fund also may close early on a business day if the SIFMA recommends that government securities dealers close early.
 
If the financial intermediary through which you place purchase and redemption orders places its orders to the transfer agent through the NSCC, the transfer agent may not receive those orders until the next business day after the order has been entered into the NSCC.
 
Each Fund may postpone the right of redemption under unusual circumstances, as allowed by the SEC, such as when the New York Stock Exchange restricts or suspends trading.
 
Each Fund reserves the right to change the time for which purchase and redemption orders must be submitted to and received by the transfer agent for execution on the same day.
 
Thirty-minutes prior to the Funds’ net asset value determination, Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, and Government TaxAdvantage Portfolio may, in their discretion, limit or refuse to accept purchase orders and may not provide same-day payment of redemption proceeds.
 
During the period between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, Tax-Free Cash Reserve Portfolio may, in its discretion, refuse to accept purchase orders and may not provide same-day settlement of redemption orders. On days that the Fund closes early, the fund may, in its discretion, refuse to accept purchase orders and may not provide same day settlement of redemption orders for such purchases and redemption orders received by the transfer agent (i) if the Fund closes after 12:30 p.m. Eastern Time, between 12:30 p.m. Eastern Time and the time the Fund closes, and (ii) if the Fund closes on or before 12:30 p.m. Eastern Time, during the thirty minute period prior to the Fund’s net asset value determination.
 
Frequent Purchases and Redemptions of Fund Shares
The Board of the Funds has not adopted any policies and procedures that would limit frequent purchases and redemptions of the Funds’ shares. The Board does not believe that it is appropriate to adopt any such policies and procedures for the following reasons:
n   Each Fund is offered to investors as a cash management vehicle. Investors must perceive an investment in such Fund as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently.
n   One of the advantages of a money market Fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund.
n   Each Fund’s portfolio securities are valued on the basis of amortized cost, and the Fund seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.
n   Because each Fund seeks to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in the Fund. Imposition of redemption fees would run contrary to investor expectations.
 
The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described above. Nonetheless, to the extent that each Fund must maintain additional cash and/or securities with shorter-term durations than may otherwise be required, the Fund’s yield could be negatively impacted.
 
Each Fund and its agent reserves the right at any time to reject or cancel any part of any purchase order. This could occur if each Fund determines that such purchase may disrupt the Fund’s operation or performance.
 
Taxes
 
Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
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:
n   A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income are generally taxable to you as ordinary income.
n   Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains.
n   None of the dividends paid by a Fund will qualify for the dividends received deduction in the case of corporate shareholders or as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders.
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 capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. 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.
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 a 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 generally are subject to state and local income taxes.
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.
 
A-4        The Invesco Funds


 

Tax-Free Cash Reserve Portfolio
n   You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in your gross income for federal income tax purposes. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares.
n   A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you. However, under recently enacted provisions of the American Recovery and Reinvestment Act of 2009, tax exempt interest on such municipal securities issued in 2009 and 2010 is not an item of tax preference for purposes of the alternative minimum tax.
n   Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states.
n   A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains.
n   A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends 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.
 
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.
 
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.
 
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-5        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 each Fund and is incorporated by reference into this prospectus (is legally a part of this prospectus). Annual and semi-annual reports to shareholders contain additional information about each Fund’s investments. Each Fund’s annual report also discusses the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. Each Fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.
 
If you have questions about an Invesco Fund or your account, or you wish to obtain a free copy of 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 219286
Kansas City, MO 64121-9286
     
By Telephone:   (800) 659-1005
     
On the Internet:   You can send us a request by e-mail or download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us
 
You can also review and obtain copies of each Fund’s SAI, 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]
     
     
Liquid Assets Portfolio
STIC Prime Portfolio
Treasury Portfolio and
  Government & Agency Portfolio
Government TaxAdvantage Portfolio
Tax-Free Cash Reserve Portfolio
SEC 1940 Act file number: 811-02729
 
   
     
     
invesco.com/us   CM-STIT-PRO-5
   


 

 
Prospectus December 16, 2011
 
     
 
 
 
 
Liquid Assets Portfolio
 
STIC Prime Portfolio
 
Treasury Portfolio
 
Government & Agency Portfolio
 
Government TaxAdvantage Portfolio
 
Tax-Free Cash Reserve Portfolio
 
Reserve Classes
 
Liquid Assets Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
STIC Prime Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Treasury Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government & Agency Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government TaxAdvantage Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Tax-Free Cash Reserve Portfolio’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
 
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 Funds:
n   is not FDIC insured;
n   may lose value; and
n   is not guaranteed by a bank.
 
There can be no assurance that each Fund will be able to maintain a stable net asset value of $1.00 per share.


 

 
Table of Contents
 
 
         
  1    
Liquid Assets Portfolio
  1    
STIC Prime Portfolio
  2    
Treasury Portfolio
  4    
Government & Agency Portfolio
  6    
Government TaxAdvantage Portfolio
  8    
Tax-Free Cash Reserve Portfolio
  9    
  11    
Liquid Assets Portfolio
  11    
STIC Prime Portfolio
  12    
Treasury Portfolio
  14    
Government & Agency Portfolio
  14    
Government TaxAdvantage Portfolio
  15    
Tax-Free Cash Reserve Portfolio
  16    
         
  17    
The Adviser(s)
  17    
Adviser Compensation
  17    
         
  18    
Dividends and Distributions
  18    
         
  19    
         
  20    
         
  A-1    
Distribution and Service (12b-1) Fees
  A-1    
Purchasing Shares
  A-1    
Redeeming Shares
  A-2    
Pricing of Shares
  A-3    
Frequent Purchases and Redemptions of Fund Shares
  A-4    
Taxes
  A-4    
Important Notice Regarding Delivery of Security Holder Documents
  A-5    
         
Obtaining Additional Information
  Back Cover    
 
 
        Short-Term Investment Trust


 

 
Fund Summaries
 
LIQUID ASSETS PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Reserve    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Reserve    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    1.00      
Other Expenses
    0.02      
Total Annual Fund Operating Expenses
    1.17      
Fee Waiver and/or Expense Reimbursement 2
    0.16      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    1.01      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.13% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Reserve Class shares to 1.01% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Reserve Class
  $ 103     $ 356     $ 628     $ 1,406      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with Security and Exchange Commission (SEC) rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected by political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of
 
1        Short-Term Investment Trust


 

those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Reserve Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.23%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Reserve Class: Inception (1/14/2000)     0.02 %     2.11 %     1.78 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Reserve Class fund accounts are as follows:
 
For Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $10,000          
Additional Investments Per Fund Account     No minimum          
 
For Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
Initial Investments Per Fund Account*     $1,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
STIC PRIME PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
2        Short-Term Investment Trust


 

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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Reserve    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Reserve    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    1.00      
Other Expenses
    0.04      
Total Annual Fund Operating Expenses
    1.19      
Fee Waiver and/or Expense Reimbursement 2
    0.18      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    1.01      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.13% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Reserve Class shares to 1.01% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Reserve Class
  $ 103     $ 360     $ 637     $ 1,427      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
3        Short-Term Investment Trust


 

Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Reserve Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.21%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Reserve Class: Inception (1/4/1999)     0.02 %     2.05 %     1.73 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Reserve Class fund accounts are as follows:
 
For Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $10,000          
Additional Investments Per Fund Account     No minimum          
 
For Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
Initial Investments Per Fund Account*     $1,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TREASURY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Reserve    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
 
4        Short-Term Investment Trust


 

             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Reserve    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    1.00      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses
    1.18      
Fee Waiver and/or Expense Reimbursement 2
    0.17      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    1.01      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.13% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Reserve Class shares to 1.01% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Reserve Class
  $ 103     $ 358     $ 633     $ 1,417      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
5        Short-Term Investment Trust


 

Annual Total Returns
 
Reserve Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.18%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Reserve Class: Inception (1/4/1999)     0.02 %     1.78 %     1.57 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Reserve Class fund accounts are as follows:
 
For Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $10,000          
Additional Investments Per Fund Account     No minimum          
 
For Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
Initial Investments Per Fund Account*     $1,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
GOVERNMENT & AGENCY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Reserve    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Reserve    
 
Management Fees
    0.10 %    
Distribution and/or Service (12b-1) Fees 1
    1.00      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses
    1.13      
Fee Waiver and/or Expense Reimbursement 2
    0.13      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    1.00      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.13% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Reserve Class shares to 1.01% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Reserve Class
  $ 102     $ 346     $ 610     $ 1,363      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund
 
6        Short-Term Investment Trust


 

invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Reserve Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.21%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Reserve Class: Inception (1/26/2000)     0.02 %     1.94 %     1.67 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Reserve Class fund accounts are as follows:
 
For Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $10,000          
Additional Investments Per Fund Account     No minimum          
 
For Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
Initial Investments Per Fund Account*     $1,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
7        Short-Term Investment Trust


 

GOVERNMENT TAXADVANTAGE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Reserve    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Reserve    
 
Management Fees
    0.18 %    
Distribution and/or Service (12b-1) Fees 1
    1.00      
Other Expenses
    0.08      
Total Annual Fund Operating Expenses
    1.26      
Fee Waiver and/or Expense Reimbursement 2
    0.25      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    1.01      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.13% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Reserve Class shares to 1.01% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Reserve Class
  $ 103     $ 375     $ 668     $ 1,501      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting
 
8        Short-Term Investment Trust


 

its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Reserve Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended December 31, 2006): 1.07%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  Since
   
    Year   Years   Inception    
 
Reserve Class: Inception (6/23/2003)     0.02 %     1.87 %     1.59 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Reserve Class fund accounts are as follows:
 
For Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $10,000          
Additional Investments Per Fund Account     No minimum          
 
For Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
Initial Investments Per Fund Account*     $1,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TAX-FREE CASH RESERVE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Reserve    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Reserve    
 
Management Fees
    0.23 %    
Distribution and/or Service (12b-1) Fees 1
    1.00      
Other Expenses
    0.06      
Total Annual Fund Operating Expenses
    1.29      
Fee Waiver and/or Expense Reimbursement 2
    0.17      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    1.12      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.13% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Reserve Class shares to 1.12% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Reserve Class
  $ 114     $ 392     $ 691     $ 1,542      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income
 
9        Short-Term Investment Trust


 

tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
10        Short-Term Investment Trust


 

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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Reserve Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended June 30, 2007 and September 30, 2007): 0.67%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Reserve Class: Inception (6/1/1999)     0.02 %     1.24 %     1.01 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Reserve Class fund accounts are as follows:
 
For Tax-Free Cash Reserve Portfolio
 
                 
Initial Investments Per Fund Account*     $10,000          
Additional Investments Per Fund Account     No minimum          
 
For Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
Initial Investments Per Fund Account*     $1,000          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions primarily are exempt from regular federal income tax. A portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes. The Fund may also make distributions that are taxable to you as ordinary income.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
Investment Objective(s), Strategies, Risks and Portfolio Holdings
 
Liquid Assets Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s Statement of Additional Information (SAI) and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
11        Short-Term Investment Trust


 

Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
STIC Prime Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted
 
12        Short-Term Investment Trust


 

by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may
 
13        Short-Term Investment Trust


 

receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
Treasury Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Government & Agency Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments.
 
14        Short-Term Investment Trust


 

The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Government TaxAdvantage Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states. Shares of the Fund are intended to qualify as eligible investments for federally chartered credit unions pursuant to Section 107(7), 107(8) and 107(15) of the Federal Credit Union Act, Part 703 of the National Credit Union Administration (NCUA) Rules and Regulations and NCUA Letter Number 155.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
15        Short-Term Investment Trust


 

 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Tax-Free Cash Reserve Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
16        Short-Term Investment Trust


 

Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
Portfolio Holdings
Information concerning the Fund’s portfolio holdings as well as its dollar-weighted average portfolio maturity and dollar-weighted average life to maturity as of the last business day of the preceding month will be posted on its Web site no later than five business days after the end of the month and remain posted on the Web site for six months thereafter.
 
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. (Invesco or the Adviser) serves as each Fund’s investment adviser. The Adviser manages the investment operations of each 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 each 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.
 
Pending Litigation.   Detailed information concerning pending litigation can be found in the SAI.
 
Adviser Compensation
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.10% of Liquid Assets Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.09% of STIC Prime Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.08% of Treasury Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.04% of Government & Agency Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.01% of Government TaxAdvantage Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
17        Short-Term Investment Trust


 

 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.17% of Tax-Free Cash Reserve Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
The Adviser, Invesco Distributors, or one of their affiliates may, from time to time, at their expense out of their own financial resources make cash payments to financial intermediaries for marketing support and/or administrative support. These marketing support payments and administrative support payments are in addition to the payments by the Funds described in this prospectus. Because they are not paid by the Funds, these marketing support payments and administrative support payments will not change the price paid by investors for the purchase of the Funds’ shares or the amount that a Fund will receive as proceeds from such sales. In certain cases these cash payments could be significant to the financial intermediaries. These cash payments may also create an incentive for a financial intermediary to recommend or sell shares of the Funds to its customers. Please contact your financial intermediary for details about any payments they or their firm may receive in connection with the sale of shares of the Funds or the provision of services to the Funds. Also, please see the Funds’ SAI for more information of these types of payments.
 
A discussion regarding the basis for the Board of Trustees’ approval of the investment advisory agreement and investment sub-advisory agreements of each Fund is available in each Fund’s most recent annual report to shareholders for the twelve-month period ended August 31.
 
 
Other Information
 
Dividends and Distributions
Liquid Assets Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
STIC Prime Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Treasury Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government & Agency Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government TaxAdvantage Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Tax-Free Cash Reserve Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of tax-exempt income.
 
Dividends
Liquid Assets Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
STIC Prime Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Treasury Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government & Agency Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government TaxAdvantage Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Tax-Free Cash Reserve Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Dividends are paid on settled shares of the Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio as of 5:30 p.m. Eastern Time, of the STIC Prime Portfolio as of 4:30 p.m. Eastern Time, and of the Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio as of 3:30 p.m. Eastern Time (“Settlement Time”). If a Fund closes early on a business day, such Fund will pay dividends on settled shares at such earlier closing time. Generally, shareholders whose purchase orders have been accepted by the Funds prior to the respective Fund’s Settlement Time, or an earlier close time on any day that a Fund closes early, and shareholders whose redemption proceeds have not been wired to them on any business day are eligible to receive dividends on that business day. The dividend declared on any day preceding a non-business day or days of a Fund will include the net income accrued on such non-business day or days. Dividends and distributions are reinvested in the form of additional full and fractional shares at net asset value unless the shareholder has elected to have such dividends and distributions paid in cash. See “Pricing of Shares – Timing of Orders” for a description of the Fund’s business days.
 
Capital Gains Distributions
Liquid Assets Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
STIC Prime Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Treasury Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government & Agency Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government TaxAdvantage Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Tax-Free Cash Reserve Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
 
18        Short-Term Investment Trust


 

 
 
Financial Highlights
 
The financial highlights tables are intended to help you understand each Fund’s financial performance of the Reserve Class shares. Certain information reflects financial results for a single Fund share.
 
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and distributions).
 
The information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report, which is available upon request.
 
Reserve Class
 
                                                                                                         
                                            Ratio of
  Ratio of
   
            Net gains
                              expenses
  expenses
   
            (losses)
                              to average
  to average net
  Ratio of net
    Net asset
      on securities
      Dividends
  Distributions
                  net assets
  assets without
  investment
    value,
  Net
  (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
    beginning
  investment
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
    of period   income   unrealized)   operations   income   gains   Distributions   of period   Return (a)   (000s omitted)   absorbed   absorbed   net assets
 
 
Liquid Assets Portfolio                                                                                                        
Year ended 08/31/11   $ 1.00     $ 0.00 (b)   $ (0.00 )   $ 0.00     $ (0.00 )   $     $ (0.00 )   $ 1.00       0.02 %   $ 90,227       0.27 % (c)     1.17 % (c)     0.02 % (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       108,972       0.30       1.18       0.04  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.59       73,020       0.86       1.21       0.47  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )     (0.00 )     (0.03 )     1.00       2.90       69,076       0.99       1.17       2.77  
Year ended 08/31/07     1.00       0.04       0.00       0.04       (0.04 )           (0.04 )     1.00       4.46       39,244       0.99       1.18       4.38  
STIC Prime Portfolio                                                                                                        
Year ended 08/31/11     1.00       0.00 (b)           0.00       (0.00 )           (0.00 )     1.00       0.02       6,788       0.23 (c)     1.19 (c)     0.01 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       8,034       0.25       1.19       0.04  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.42       9,341       0.79       1.23       0.31  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       2.73       65,753       0.99       1.18       2.59  
Year ended 08/31/07     1.00       0.04             0.04       (0.04 )           (0.04 )     1.00       4.47       30,950       0.99       1.19       4.38  
Treasury Portfolio                                                                                                        
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.02       148,671       0.12 (c)     1.18 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       51,749       0.15       1.18       0.03  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.09       29,734       0.49       1.20       0.03  
Year ended 08/31/08     1.00       0.02 (b)     0.00       0.02       (0.02 )     (0.00 )     (0.02 )     1.00       2.04       36,392       0.99       1.18       1.79  
Year ended 08/31/07     1.00       0.04       0.00       0.04       (0.04 )           (0.04 )     1.00       4.26       69,762       0.99       1.19       4.16  
Government & Agency Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.02       70,376       0.16 (c)     1.13 (c)     0.01 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       183,851       0.21       1.13       0.03  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.22       139,399       0.66       1.15       0.08  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       2.53       135,106       0.99       1.14       2.41  
Year ended 08/31/07     1.00       0.04       0.00       0.04       (0.04 )           (0.04 )     1.00       4.40       16,949       0.99       1.15       4.31  
Government TaxAdvantage Portfolio
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       874       0.11 (c)     1.26 (c)     0.03 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       844       0.14       1.26       0.04  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.16       5,747       0.70       1.30       (0.04 )
Year ended 08/31/08     1.00       0.02 (b)     0.00       0.02       (0.02 )           (0.02 )     1.00       2.38       12,521       0.99       1.24       2.43  
Year ended 08/31/07     1.00       0.04       0.00       0.04       (0.04 )           (0.04 )     1.00       4.30       11,944       0.99       1.30       4.21  
Tax-Free Cash Reserve Portfolio
Year ended 08/31/11     1.00       0.00 (b)     (0.00 )     0.00       (0.00 )           (0.00 )     1.00       0.02       18,284       0.26 (c)     1.29 (c)     0.03 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       14,742       0.29       1.29       0.03  
Year ended 08/31/09     1.00       0.00 (b)     (0.00 )     0.00       (0.00 )           (0.00 )     1.00       0.44       14,831       0.82       1.31       0.49  
Five months ended 08/31/08     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.36       43,123       1.09 (d)     1.25 (d)     0.89 (d)
Year ended 03/31/08     1.00       0.02       (0.00 )     0.02       (0.02 )           (0.02 )     1.00       2.38       60,789       1.09       1.25       2.36  
Year ended 03/31/07     1.00       0.03             0.03       (0.03 )           (0.03 )     1.00       2.52       12,733       1.09       1.25       2.49  
     
(a)
  Includes adjustments in accordance with accounting principles generally accepted in the United States of America.
(b)
  Calculated using average shares outstanding.
(c)
  Ratios are based on average daily net assets (000’s) of $109,805, $6,890, $94,388, $100,051, $1,404 and $19,096 for Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio, and Tax-Free Cash Reserve Portfolio, respectively.
(d)
  Annualized.
 
19        Short-Term Investment Trust


 

 
Hypothetical Investment and Expense Information
 
In connection with the final settlement reached between Invesco and certain of its affiliates with certain regulators, including the New York Attorney General’s Office, the SEC and the Colorado Attorney General’s Office (the settlement) arising out of certain market timing and unfair pricing allegations made against Invesco and certain of its affiliates, Invesco and certain of its affiliates agreed, among other things, to disclose certain hypothetical information regarding investment and expense information to Fund shareholders. The chart below is intended to reflect the annual and cumulative impact of the Fund’s expenses, including investment advisory fees and other Fund costs, on the Fund’s returns over a 10-year period. The example reflects the following:
  n   You invest $10,000 in the Fund and hold it for the entire 10-year period; and
  n   Your investment has a 5% return before expenses each year.
 
There is no assurance that the annual expense ratio will be the expense ratio for the Fund classes for any of the years shown. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.
                                                                                 
 
Liquid Assets Portfolio — RESERVE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    1 .01%     1 .17%     1 .17%     1 .17%     1 .17%     1 .17%     1 .17%     1 .17%     1 .17%     1 .17%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    3 .99%     7 .97%     12 .11%     16 .40%     20 .86%     25 .49%     30 .30%     35 .29%     40 .47%     45 .85%
End of Year Balance
  $ 10,399 .00   $ 10,797 .28   $ 11,210 .82   $ 11,640 .19   $ 12,086 .01   $ 12,548 .91   $ 13,029 .53   $ 13,528 .56   $ 14,046 .70   $ 14,584 .69
Estimated Annual Expenses
  $ 103 .01   $ 124 .00   $ 128 .75   $ 133 .68   $ 138 .80   $ 144 .11   $ 149 .63   $ 155 .36   $ 161 .32   $ 167 .49
 
STIC Prime Portfolio — RESERVE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    1 .01%     1 .19%     1 .19%     1 .19%     1 .19%     1 .19%     1 .19%     1 .19%     1 .19%     1 .19%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    3 .99%     7 .95%     12 .06%     16 .33%     20 .77%     25 .37%     30 .14%     35 .10%     40 .25%     45 .59%
End of Year Balance
  $ 10,399 .00   $ 10,795 .20   $ 11,206 .50   $ 11,633 .47   $ 12,076 .70   $ 12,536 .82   $ 13,014 .48   $ 13,510 .33   $ 14,025 .07   $ 14,559 .43
Estimated Annual Expenses
  $ 103 .01   $ 126 .11   $ 130 .91   $ 135 .90   $ 141 .08   $ 146 .45   $ 152 .03   $ 157 .82   $ 163 .84   $ 170 .08
 
Treasury Portfolio — RESERVE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    1 .01%     1 .18%     1 .18%     1 .18%     1 .18%     1 .18%     1 .18%     1 .18%     1 .18%     1 .18%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    3 .99%     7 .96%     12 .09%     16 .37%     20 .81%     25 .43%     30 .22%     35 .19%     40 .36%     45 .72%
End of Year Balance
  $ 10,399 .00   $ 10,796 .24   $ 11,208 .66   $ 11,636 .83   $ 12,081 .36   $ 12,542 .86   $ 13,022 .00   $ 13,519 .44   $ 14,035 .88   $ 14,572 .05
Estimated Annual Expenses
  $ 103 .01   $ 125 .05   $ 129 .83   $ 134 .79   $ 139 .94   $ 145 .28   $ 150 .83   $ 156 .59   $ 162 .58   $ 168 .79
 
Government & Agency Portfolio — RESERVE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    1 .00%     1 .13%     1 .13%     1 .13%     1 .13%     1 .13%     1 .13%     1 .13%     1 .13%     1 .13%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .00%     8 .02%     12 .21%     16 .55%     21 .06%     25 .74%     30 .61%     35 .66%     40 .91%     46 .37%
End of Year Balance
  $ 10,400 .00   $ 10,802 .48   $ 11,220 .54   $ 11,654 .77   $ 12,105 .81   $ 12,574 .31   $ 13,060 .93   $ 13,566 .39   $ 14,091 .41   $ 14,636 .75
Estimated Annual Expenses
  $ 102 .00   $ 119 .79   $ 124 .43   $ 129 .25   $ 134 .25   $ 139 .44   $ 144 .84   $ 150 .44   $ 156 .27   $ 162 .31
 
Government TaxAdvantage Portfolio — RESERVE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    1 .01%     1 .26%     1 .26%     1 .26%     1 .26%     1 .26%     1 .26%     1 .26%     1 .26%     1 .26%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    3 .99%     7 .88%     11 .91%     16 .10%     20 .44%     24 .95%     29 .62%     34 .47%     39 .50%     44 .71%
End of Year Balance
  $ 10,399 .00   $ 10,787 .92   $ 11,191 .39   $ 11,609 .95   $ 12,044 .16   $ 12,494 .61   $ 12,961 .91   $ 13,446 .69   $ 13,949 .59   $ 14,471 .31
Estimated Annual Expenses
  $ 103 .01   $ 133 .48   $ 138 .47   $ 143 .65   $ 149 .02   $ 154 .59   $ 160 .38   $ 166 .37   $ 172 .60   $ 179 .05
 
Tax-Free Cash Reserve Portfolio — RESERVE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    1 .12%     1 .29%     1 .29%     1 .29%     1 .29%     1 .29%     1 .29%     1 .29%     1 .29%     1 .29%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    3 .88%     7 .73%     11 .73%     15 .88%     20 .18%     24 .63%     29 .26%     34 .05%     39 .03%     44 .18%
End of Year Balance
  $ 10,388 .00   $ 10,773 .39   $ 11,173 .09   $ 11,587 .61   $ 12,017 .51   $ 12,463 .36   $ 12,925 .75   $ 13,405 .30   $ 13,902 .63   $ 14,418 .42
Estimated Annual Expenses
  $ 114 .17   $ 136 .49   $ 141 .55   $ 146 .81   $ 152 .25   $ 157 .90   $ 163 .76   $ 169 .84   $ 176 .14   $ 182 .67
 
 
     

1 Your actual expenses may be higher or lower than those shown.
   
 
20        Short-Term Investment Trust


 

 
General Information
 
Each Fund consists of seven classes of shares that share a common investment objective and portfolio of investments. The seven classes differ only with respect to distribution arrangements and any applicable associated Rule 12b-1 fees and expenses.
 
Distribution and Service (12b-1) Fees
Each Fund has adopted a 12b-1 plan with respect to each class other than the Institutional Class that allows each Fund to pay distribution and service fees to Invesco Distributors, Inc. (the distributor) for the sale and distribution of its shares and fees for services provided to investors. Because each Fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
 
Purchasing Shares
 
Minimum Investments Per Fund Account
The minimum investments for Reserve Class accounts are as follows:
 
Tax-Free Cash Reserve Portfolio
 
                 
 
    Initial
  Additional
Class   Investments*   Investments
 
Reserve Class
  $ 10,000       No minimum  
 
Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio
 
                 
 
    Initial
  Additional
Class   Investments*   Investments
 
Reserve Class
  $ 1,000       No minimum  
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
How to Purchase Shares
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 5:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 5:30 p.m. Eastern Time on a business day. If you wish to place an order between 5:00 p.m. and 5:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If a Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Funds verify and record your identifying information.
 
STIC Prime Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 4:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 4:30 p.m. Eastern Time on a business day. If you wish to place an order between 4:00 p.m. and 4:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Government TaxAdvantage Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Tax-Free Cash Reserve Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; or send your request by a pre-arranged Liquidity LINK data transmission however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
 
A-1        The Invesco Funds

MCF—12/11


 

         
Purchase Options
    Opening An Account   Adding To An Account
 
Through a Financial Intermediary   Contact your financial intermediary   Same
    The financial intermediary should forward your completed account application to the transfer agent,
    Invesco Investment Services, Inc.
P.O. Box 219286
Kansas City, MO 64121-9286
    The financial intermediary should call the transfer agent at (800) 659-1005 to receive an account number.
    The intermediary should use the following wire instructions:
    The Bank of New York
ABA/Routing #: 021000018
DDA: 8900118377
Invesco Investment Services, Inc.
    For Further Credit to Your Account #
    If you do not know your account # or settle on behalf of multiple accounts, please contact the transfer agent for assistance.
By Telephone   Open your account as described above.   Call the transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above.
By Liquidity LINK ®   Open your account as described above.   Complete an Liquidity LINK ® Agreement. Mail the application and agreement to the transfer agent. Once your request for this option has been processed, you may place your order via Liquidity LINK.
 
Automatic Dividend and Distribution Investment
All of your dividends and distributions may be paid in cash or invested in the same Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same Fund in the form of full and fractional shares at net asset value.
 
Redeeming Shares
 
Redemption Fees
We will not charge you any fees to redeem your shares. Your broker or financial intermediary may charge service fees for handling redemption transactions.
 
How to Redeem Shares
 
     
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 5:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 5:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 5:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
STIC Prime Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 4:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 4:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 4:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Government TaxAdvantage Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 3:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 3:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Tax-Free Cash Reserve Portfolio
 
Through a Financial Intermediary   Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Telephone   A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the transfer agent before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Liquidity LINK ®   If you place your redemption request via Liquidity LINK, the transfer agent must generally receive your redemption request before 12:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price. Redemption orders of shares placed between 12:30 and 3:30 p.m. Eastern Time must be transmitted by telephone or a pre-arranged data transmission.
 
Payment of Redemption Proceeds
All redemption orders are processed at the net asset value next determined after the transfer agent receives a redemption order.
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
We will normally wire payment for redemptions received prior to 5:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a
 
A-2        The Invesco Funds


 

business day after 5:30 p.m. Eastern Time, the redemption will be effected at the net asset value of each Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If a Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, a Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
STIC Prime Portfolio
We will normally wire payment for redemptions received prior to 4:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 4:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Government TaxAdvantage Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Tax-Free Cash Reserve Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Redemptions by Telephone
If you redeem by telephone, we will transmit the amount of the redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine and are not liable for telephone instructions that are reasonably believed to be genuine.
 
Redemptions by Liquidity LINK
If you redeem via Liquidity LINK, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We are not liable for Liquidity LINK instructions that are not genuine.
 
Redemptions by the Funds
If a Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or a Fund is not able to verify your identity as required by law, a Fund may, at its discretion, redeem the account and distribute the proceeds to you.
 
Each Fund and its agent reserve the right at any time to:
n   reject or cancel all or any part of any purchase order;
n   modify any terms or conditions of purchase of shares of any fund; or
n   suspend, change or withdraw all or any part of the offering made by this prospectus.
 
Pricing of Shares
 
Determination of Net Asset Value
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 5:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee that their net asset value will always remain at $1.00 per share.
 
A-3        The Invesco Funds


 

STIC Prime Portfolio
The price of the Fund’s shares is the Fund’s net asset value per share. The Fund will generally determine the net asset value of its shares at 4:30 p.m. Eastern Time.
 
If the Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
The Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable the Fund to price its shares at $1.00 per share. The Fund cannot guarantee that its net asset value will always remain at $1.00 per share.
 
Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 3:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee their net asset value will always remain at $1.00 per share.
 
Timing of Orders
Each Fund opens for business at 8:30 a.m. Eastern Time. Each Fund prices purchase and redemption orders on each business day at the net asset value calculated after the transfer agent receives an order in good form.
 
A business day is any day that the Federal Reserve Bank of New York and The Bank of New York Mellon, the Funds’ custodian, are open for business. Each fund is authorized not to open for trading on a day that is otherwise a business day if the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading; any such day will not be considered a business day. Each Fund also may close early on a business day if the SIFMA recommends that government securities dealers close early.
 
If the financial intermediary through which you place purchase and redemption orders places its orders to the transfer agent through the NSCC, the transfer agent may not receive those orders until the next business day after the order has been entered into the NSCC.
 
Each Fund may postpone the right of redemption under unusual circumstances, as allowed by the SEC, such as when the New York Stock Exchange restricts or suspends trading.
 
Each Fund reserves the right to change the time for which purchase and redemption orders must be submitted to and received by the transfer agent for execution on the same day.
 
Thirty-minutes prior to the Funds’ net asset value determination, Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, and Government TaxAdvantage Portfolio may, in their discretion, limit or refuse to accept purchase orders and may not provide same-day payment of redemption proceeds.
 
During the period between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, Tax-Free Cash Reserve Portfolio may, in its discretion, refuse to accept purchase orders and may not provide same-day settlement of redemption orders. On days that the Fund closes early, the fund may, in its discretion, refuse to accept purchase orders and may not provide same day settlement of redemption orders for such purchases and redemption orders received by the transfer agent (i) if the Fund closes after 12:30 p.m. Eastern Time, between 12:30 p.m. Eastern Time and the time the Fund closes, and (ii) if the Fund closes on or before 12:30 p.m. Eastern Time, during the thirty minute period prior to the Fund’s net asset value determination.
 
Frequent Purchases and Redemptions of Fund Shares
The Board of the Funds has not adopted any policies and procedures that would limit frequent purchases and redemptions of the Funds’ shares. The Board does not believe that it is appropriate to adopt any such policies and procedures for the following reasons:
n   Each Fund is offered to investors as a cash management vehicle. Investors must perceive an investment in such Fund as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently.
n   One of the advantages of a money market Fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund.
n   Each Fund’s portfolio securities are valued on the basis of amortized cost, and the Fund seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.
n   Because each Fund seeks to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in the Fund. Imposition of redemption fees would run contrary to investor expectations.
 
The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described above. Nonetheless, to the extent that each Fund must maintain additional cash and/or securities with shorter-term durations than may otherwise be required, the Fund’s yield could be negatively impacted.
 
Each Fund and its agent reserves the right at any time to reject or cancel any part of any purchase order. This could occur if each Fund determines that such purchase may disrupt the Fund’s operation or performance.
 
Taxes
 
Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
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:
n   A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income are generally taxable to you as ordinary income.
n   Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains.
n   None of the dividends paid by a Fund will qualify for the dividends received deduction in the case of corporate shareholders or as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders.
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 capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. Because a
 
A-4        The Invesco Funds


 

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.
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 a 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 generally are subject to state and local income taxes.
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.
 
Tax-Free Cash Reserve Portfolio
n   You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in your gross income for federal income tax purposes. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares.
n   A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you. However, under recently enacted provisions of the American Recovery and Reinvestment Act of 2009, tax exempt interest on such municipal securities issued in 2009 and 2010 is not an item of tax preference for purposes of the alternative minimum tax.
n   Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states.
n   A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains.
n   A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends 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.
 
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.
 
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.
 
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-5        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 each Fund and is incorporated by reference into this prospectus (is legally a part of this prospectus). Annual and semi-annual reports to shareholders contain additional information about each Fund’s investments. Each Fund’s annual report also discusses the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. Each Fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.
 
If you have questions about an Invesco Fund or your account, or you wish to obtain a free copy of 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 219286
Kansas City, MO 64121-9286
     
By Telephone:   (800) 659-1005
     
On the Internet:   You can send us a request by e-mail or download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us
 
You can also review and obtain copies of each Fund’s SAI, 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]
     
     
Liquid Assets Portfolio
STIC Prime Portfolio
Treasury Portfolio and
  Government & Agency Portfolio
Government TaxAdvantage Portfolio
Tax-Free Cash Reserve Portfolio
SEC 1940 Act file number: 811-02729
 
   
     
     
invesco.com/us   CM-STIT-PRO-7
   


 

 
Prospectus December 16, 2011
 
     
 
 
 
 
Liquid Assets Portfolio
 
STIC Prime Portfolio
 
Treasury Portfolio
 
Government & Agency Portfolio
 
Government TaxAdvantage Portfolio
 
Tax-Free Cash Reserve Portfolio
 
Resource Classes
 
Liquid Assets Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
STIC Prime Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Treasury Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government & Agency Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Government TaxAdvantage Portfolio’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
Tax-Free Cash Reserve Portfolio’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
 
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 Funds:
n   is not FDIC insured;
n   may lose value; and
n   is not guaranteed by a bank.
 
There can be no assurance that each Fund will be able to maintain a stable net asset value of $1.00 per share.


 

 
Table of Contents
 
 
         
  1    
Liquid Assets Portfolio
  1    
STIC Prime Portfolio
  2    
Treasury Portfolio
  4    
Government & Agency Portfolio
  6    
Government TaxAdvantage Portfolio
  7    
Tax-Free Cash Reserve Portfolio
  9    
  11    
Liquid Assets Portfolio
  11    
STIC Prime Portfolio
  12    
Treasury Portfolio
  14    
Government & Agency Portfolio
  14    
Government TaxAdvantage Portfolio
  15    
Tax-Free Cash Reserve Portfolio
  16    
         
  17    
The Adviser(s)
  17    
Adviser Compensation
  17    
         
  18    
Dividends and Distributions
  18    
         
  19    
         
  20    
         
  A-1    
Distribution and Service (12b-1) Fees
  A-1    
Purchasing Shares
  A-1    
Redeeming Shares
  A-2    
Pricing of Shares
  A-3    
Frequent Purchases and Redemptions of Fund Shares
  A-4    
Taxes
  A-4    
Important Notice Regarding Delivery of Security Holder Documents
  A-5    
         
Obtaining Additional Information
  Back Cover    
 
 
        Short-Term Investment Trust


 

 
Fund Summaries
 
LIQUID ASSETS PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Resource    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Resource    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees
    0.20      
Other Expenses
    0.02      
Total Annual Fund Operating Expenses
    0.37      
Fee Waiver and/or Expense Reimbursement 1
    0.03      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.34      
     
1
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Resource Class shares to 0.34%. Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Resource Class
  $ 35     $ 116     $ 205     $ 465      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with Security and Exchange Commission (SEC) rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected by political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
1        Short-Term Investment Trust


 

Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Resource Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.38%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Resource Class: Inception (9/23/1996)     0.03 %     2.58 %     2.35 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Resource Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
STIC PRIME PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
 
2        Short-Term Investment Trust


 

             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Resource    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Resource    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    0.20      
Other Expenses
    0.04      
Total Annual Fund Operating Expenses
    0.39      
Fee Waiver and/or Expense Reimbursement 2
    0.09      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.30      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.04% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Resource Class shares to 0.30% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Resource Class
  $ 31     $ 116     $ 210     $ 484      
 
Principal Investment Strategies of the Fund
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other
 
3        Short-Term Investment Trust


 

actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Resource Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.37%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Resource Class: Inception (1/16/1996)     0.03 %     2.50 %     2.30 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Resource Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TREASURY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Resource    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
 
4        Short-Term Investment Trust


 

             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Resource    
 
Management Fees
    0.15 %    
Distribution and/or Service (12b-1) Fees 1
    0.20      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses
    0.38      
Fee Waiver and/or Expense Reimbursement 2
    0.08      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.30      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.04% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Resource Class shares to 0.30% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Resource Class
  $ 31     $ 114     $ 205     $ 473      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
5        Short-Term Investment Trust


 

Annual Total Returns
 
Resource Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.34%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Resource Class: Inception (3/6/1996)     0.02 %     2.19 %     2.12 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Resource Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
GOVERNMENT & AGENCY PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Resource    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Resource    
 
Management Fees
    0.10 %    
Distribution and/or Service (12b-1) Fees 1
    0.20      
Other Expenses
    0.03      
Total Annual Fund Operating Expenses
    0.33      
Fee Waiver and/or Expense Reimbursement 2
    0.04      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.29      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.04% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Resource Class shares to 0.30% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Resource Class
  $ 30     $ 102     $ 181     $ 414      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain
 
6        Short-Term Investment Trust


 

exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement resulting in losses.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Resource Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.37%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Resource Class: Inception (9/1/1998)     0.02 %     2.40 %     2.25 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Resource Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
GOVERNMENT TAXADVANTAGE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity.
 
7        Short-Term Investment Trust


 

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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Resource    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Resource    
 
Management Fees
    0.18 %    
Distribution and/or Service (12b-1) Fees 1
    0.20      
Other Expenses
    0.08      
Total Annual Fund Operating Expenses
    0.46      
Fee Waiver and/or Expense Reimbursement 2
    0.16      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.30      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.04% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Resource Class shares to 0.30% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Resource Class
  $ 31     $ 131     $ 242     $ 564      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
8        Short-Term Investment Trust


 

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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
Annual Total Returns
 
Resource Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended March 31, 2001): 1.33%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Resource Class: Inception (12/30/1999)     0.02 %     2.31 %     2.17 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Resource Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions generally are taxable to you as ordinary income, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or individual retirement account.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
TAX-FREE CASH RESERVE PORTFOLIO
 
Investment Objective(s)
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity.
 
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.
 
             
 
Shareholder Fees (fees paid directly from your investment)
 
Class:   Resource    
 
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)     None      
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)     None      
 
             
 
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
 
Class:   Resource    
 
Management Fees
    0.23 %    
Distribution and/or Service (12b-1) Fees 1
    0.20      
Other Expenses
    0.06      
Total Annual Fund Operating Expenses
    0.49      
Fee Waiver and/or Expense Reimbursement 2
    0.08      
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement
    0.41      
     
1
  Invesco Distributors, Inc. (Invesco Distributors) has contractually agreed, through at least December 31, 2012, to waive 0.04% of Rule 12b-1 distribution plan payments. Unless the Board of Trustees and Invesco Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
2
  Invesco Advisers, Inc. (Invesco or the Adviser) has contractually agreed, through at least December 31, 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 Resource Class shares to 0.41% (after Rule 12b-1 fee waiver). Unless the Board of Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
 
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    
 
Resource Class
  $ 42     $ 149     $ 266     $ 608      
 
Principal Investment Strategies of the Fund
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which
 
9        Short-Term Investment Trust


 

include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
The Fund is a money market fund that seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
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 governmental agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. 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:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.
 
Foreign Credit Exposure Risk . U.S. dollar-denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries, which may be affected by the following factors: the supply of short-term financing; changes in government regulation and interest rates; and overall economy.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics, including duration.
 
Liquidity Risk . The Fund may hold illiquid securities that it may be unable to sell at the preferred time or price and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
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 Fund’s past performance is not necessarily an indication of its future performance. Updated performance information is available on the Fund’s Web site at www.invesco.com/us.
 
10        Short-Term Investment Trust


 

Annual Total Returns
 
Resource Class year-to-date (ended September 30, 2011): 0.02%
Best Quarter (ended June 30, 2007 and September 30, 2007): 0.85%
Worst Quarter (ended March 31, 2010): 0.00%
 
                                 
 
Average Annual Total Returns (for the periods ended December 31, 2010)
 
    1
  5
  10
   
    Year   Years   Years    
 
Resource Class: Inception (4/6/1999)     0.02 %     1.69 %     1.57 %        
 
Management of the Fund
Investment Adviser: Invesco Advisers, Inc.
 
Purchase and Sale of Fund Shares
You may purchase or redeem shares of a Fund on any business day the Fund is open through your financial intermediary, by telephone at (800) 659-1005, or through Liquidity LINK.
 
The minimum investments for Resource Class fund accounts are as follows:
 
                 
Initial Investments Per Fund Account*     $1 Million          
Additional Investments Per Fund Account     No minimum          
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
Tax Information
The Fund’s distributions primarily are exempt from regular federal income tax. A portion of these distributions, however, may be subject to the federal alternative minimum tax and state and local taxes. The Fund may also make distributions that are taxable to you as ordinary income.
 
Payments to Broker-Dealers and Other Financial Intermediaries
If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson or financial adviser to recommend the Fund over another investment. Ask your salesperson or financial adviser or visit your financial intermediary’s Web site for more information.
 
Investment Objective(s), Strategies, Risks and Portfolio Holdings
 
Liquid Assets Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar-denominated short-term debt obligations, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may invest up to 50% of its total assets in U.S. dollar-denominated foreign securities. The Fund may also invest in securities, whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s Statement of Additional Information (SAI) and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political,
 
11        Short-Term Investment Trust


 

economic or governmental developments that could affect payments of principal and interest.
 
Foreign Securities Risk . The value of the Fund’s foreign investments may be adversely affected political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
STIC Prime Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests in high-quality U.S. dollar denominated obligations with maturities of 60 days or less, including: (i) securities issued by the U.S. Government or its agencies; (ii) bankers’ acceptances, certificates of deposit, and time deposits from U.S. or foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) municipal securities; and (vi) master notes.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
12        Short-Term Investment Trust


 

 
The Fund may purchase delayed delivery and when-issued securities that have a maturity of up to 60 days, calculated from settlement date. The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
13        Short-Term Investment Trust


 

Treasury Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury including bills, notes and bonds, and repurchase agreements secured by those obligations. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury, including bills, notes and bonds, and repurchase agreements secured by those obligations.
 
The Fund invests predominately in those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
Government & Agency Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury and other securities issued or guaranteed as to principal and interest by the U.S. Government or its agencies and instrumentalities (Agency Securities), as well as repurchase agreements secured by those obligations. Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities, as well as repurchase agreements secured by those obligations.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board
 
14        Short-Term Investment Trust


 

of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term ratings category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Repurchase Agreement Risk . If the seller of a repurchase agreement in which the Fund invests defaults on its obligation or declares bankruptcy, the Fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the Fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Government TaxAdvantage Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide current income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in direct obligations of the U.S. Treasury, which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies or instrumentalities (Agency Securities). Agency Securities may be supported by (i) the full faith and credit of the U.S. Treasury; (ii) the right of the issuer to borrow from the U.S. Treasury; (iii) the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; or (iv) the credit of the agency or instrumentality. At the present time, the Fund has no current intention to invest in securities other than direct obligations of the U.S. Treasury and Agency Securities.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund also seeks to distribute dividends that are exempt from state and local taxation in many states. Shares of the Fund are intended to qualify as eligible investments for federally chartered credit unions pursuant to Section 107(7), 107(8) and 107(15) of the Federal Credit Union Act, Part 703 of the National Credit Union Administration (NCUA) Rules and Regulations and NCUA Letter Number 155.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or
 
15        Short-Term Investment Trust


 

other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
U.S. Government Obligations Risk . The Fund may invest in obligations issued by U.S. Government agencies and instrumentalities that may receive varying levels of support from the government, which could affect the Fund’s ability to recover should they default.
 
Tax-Free Cash Reserve Portfolio
 
Objective(s) and Strategies
The Fund’s investment objective is to provide tax-exempt income consistent with preservation of capital and liquidity. The Fund’s investment objective may be changed by the Board of Trustees without shareholder approval.
 
The Fund invests under normal circumstances at least 80% of its net assets (plus any borrowings for investment purposes) in debt securities, the interest of which is excluded from gross income for federal income tax purposes and does not constitute an item of preference for purposes of the alternative minimum tax.
 
The Fund will limit investments to those securities that are First Tier Securities (defined below) at the time of purchase.
 
The Fund invests primarily in high quality U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities; (ii) tax-exempt commercial paper; and (iii) cash equivalents. These securities may have credit and liquidity enhancements provided by banks, insurance companies or other financial institutions. Municipal securities include debt obligations of states, territories and possessions of the United States and the District of Columbia, their political subdivisions, agencies and instrumentalities, authorities thereof, and multi-state agencies, issued to obtain funds for various public purposes. Municipal lease obligations, synthetic municipal securities and certain types of industrial revenue bonds are treated as municipal securities. Synthetic municipal securities, which include variable rate instruments that are created when fixed rate bonds are coupled with a third party demand feature, are treated as municipal securities. Other securities held by the Fund may be structured with demand features which have the effect of shortening the security’s maturity.
 
As permitted by Rule 2a-7 under the Investment Company Act of 1940 (Rule 2a-7), the Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. The Fund invests in conformity with SEC rules and regulation requirements for money market funds for the quality, maturity, diversification and liquidity of investments. The Fund invests only in U.S. dollar denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. Each investment must be determined to present minimal credit risks by the Fund’s Adviser pursuant to guidelines approved by the Fund’s Board of Trustees, and must be an “Eligible Security” as defined under applicable regulations. First Tier Securities generally means Eligible Securities rated within the highest short-term rating category, an unrated security of comparable quality as determined by the Adviser under the supervision of the Board of Trustees, U.S. Government Securities as defined by applicable regulations, and securities issued by other registered money market funds.
 
The Fund may also invest in securities whether or not considered foreign securities, which carry foreign credit exposure.
 
In selecting securities for the Fund’s portfolio, the portfolio managers focus on securities that offer safety, liquidity, and a competitive yield. The Adviser conducts a credit analysis of each potential issuer prior to the purchase of its securities. The portfolio managers manage liquidity, for instance, by trading in daily and weekly variable-rate demand notes.
 
The portfolio structure is driven to some extend by the supply and availability of municipal obligations.
 
The portfolio managers normally hold portfolio securities to maturity, but may sell a security when they deem it advisable, such as when market or credit factors materially change.
 
The Fund may, from time to time, take temporary defensive positions by holding cash, shortening the Fund’s dollar-weighted average maturity or investing in other securities that are eligible securities for purchase by money market funds as described in this prospectus and the Fund’s SAI and that are consistent with the Fund’s principal investment strategies, in anticipation of, or in response to, adverse market, economic, political or other conditions. It is possible that such investments could affect the Fund’s returns.
 
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 of the types of securities described in this prospectus. Any percentage limitations with respect to assets of the Fund are applied at the time of purchase.
 
Risks
The principal risks of investing in the Fund are:
 
Counterparty Risk . Individually negotiated or over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract (such as a futures contract or swap agreement) will not fulfill its contractual obligations, which may cause losses or additional costs to the Fund.
 
Credit Risk . The issuers of instruments in which the Fund invests may be unable to meet interest and/or principal payments. An issuer’s
 
16        Short-Term Investment Trust


 

securities may decrease in value if its financial strength weakens, which may reduce its credit rating and possibly its ability to meet its contractual obligations.
 
Foreign Credit Exposure Risk . U.S. dollar denominated securities carrying foreign credit exposure may be affected by unfavorable political, economic or governmental developments that could affect payments of principal and interest.
 
Industry Focus Risk . To the extent the Fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the Fund’s performance will depend on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.
 
Interest Rate Risk . Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity is called duration. The longer the duration of a particular bond, the greater its price sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt, which could affect the Fund’s performance.
 
Liquidity Risk . A security is considered to be illiquid if the Fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The Fund may be unable to sell illiquid securities at the time or price it desires and could lose its entire investment in such securities.
 
Management Risk . The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.
 
Market Risk . The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.
 
Money Market Fund Risk . Although the Fund seeks to preserve the value of your investment at $1.00 per share, you may lose money by investing in the Fund. The share price of money market funds can fall below the $1.00 share price. You should not rely on or expect the Fund’s adviser or its affiliates to enter into support agreements or take other actions to maintain the Fund’s $1.00 share price. The credit quality of the Fund’s holdings can change rapidly in certain markets, and the default of a single holding could have an adverse impact on the Fund’s share price. The Fund’s share price can also be negatively affected during periods of high redemption pressures and/or illiquid markets. Further regulation could impact the way the Fund is managed, possibly negatively impacting its return. Additionally, the Fund’s yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds are reinvested in other securities.
 
Municipal Securities Risk . The Fund may invest in municipal securities. Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell it. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a desirable price. If the Internal Revenue Service (IRS) determines that an issuer of a municipal security has not complied with applicable tax requirements, interest from the security could be treated as taxable, which could result in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities.
 
Synthetic Securities Risk . Fluctuations in the values of synthetic instruments may not correlate perfectly with the instruments they are designed to replicate. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. These instruments may be subject to counterparty risk and liquidity risk.
 
Variable-Rate Demand Notes Risk . The absence of an active secondary market for certain variable and floating rate notes could make it difficult to dispose of the instruments, and a portfolio could suffer a loss if the issuer defaults during periods in which a portfolio is not entitled to exercise its demand rights.
 
Portfolio Holdings
Information concerning the Fund’s portfolio holdings as well as its dollar-weighted average portfolio maturity and dollar-weighted average life to maturity as of the last business day of the preceding month will be posted on its Web site no later than five business days after the end of the month and remain posted on the Web site for six months thereafter.
 
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. (Invesco or the Adviser) serves as each Fund’s investment adviser. The Adviser manages the investment operations of each 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 each 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.
 
Pending Litigation.   Detailed information concerning pending litigation can be found in the SAI.
 
Adviser Compensation
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.10% of Liquid Assets Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.09% of STIC Prime Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.08% of Treasury Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.04% of Government & Agency Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.01% of Government TaxAdvantage Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
During the fiscal year ended August 31, 2011, the Adviser received compensation of 0.17% of Tax-Free Cash Reserve Portfolio’s average daily net assets after fee waiver and/or expense reimbursement.
 
The Adviser, Invesco Distributors, or one of their affiliates may, from time to time, at their expense out of their own financial resources make cash payments to financial intermediaries for marketing support and/or administrative support. These marketing support payments and administrative support payments are in addition to the payments by the Funds described in this prospectus. Because they are not paid by the Funds, these marketing support payments and administrative support payments
 
17        Short-Term Investment Trust


 

will not change the price paid by investors for the purchase of the Funds’ shares or the amount that a Fund will receive as proceeds from such sales. In certain cases these cash payments could be significant to the financial intermediaries. These cash payments may also create an incentive for a financial intermediary to recommend or sell shares of the Funds to its customers. Please contact your financial intermediary for details about any payments they or their firm may receive in connection with the sale of shares of the Funds or the provision of services to the Funds. Also, please see the Funds’ SAI for more information of these types of payments.
 
A discussion regarding the basis for the Board of Trustees’ approval of the investment advisory agreement and investment sub-advisory agreements of each Fund is available in each Fund’s most recent annual report to shareholders for the twelve-month period ended August 31.
 
 
Other Information
 
Dividends and Distributions
Liquid Assets Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
STIC Prime Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Treasury Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government & Agency Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Government TaxAdvantage Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of ordinary income.
 
Tax-Free Cash Reserve Portfolio expects, based on its investment objective and strategies, that its distributions, if any, will consist primarily of tax-exempt income.
 
Dividends
Liquid Assets Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
STIC Prime Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Treasury Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government & Agency Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Government TaxAdvantage Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Tax-Free Cash Reserve Portfolio generally declares dividends from net investment income daily and pays them monthly.
 
Dividends are paid on settled shares of the Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio as of 5:30 p.m. Eastern Time, of the STIC Prime Portfolio as of 4:30 p.m. Eastern Time, and of the Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio as of 3:30 p.m. Eastern Time (“Settlement Time”). If a Fund closes early on a business day, such Fund will pay dividends on settled shares at such earlier closing time. Generally, shareholders whose purchase orders have been accepted by the Funds prior to the respective Fund’s Settlement Time, or an earlier close time on any day that a Fund closes early, and shareholders whose redemption proceeds have not been wired to them on any business day are eligible to receive dividends on that business day. The dividend declared on any day preceding a non-business day or days of a Fund will include the net income accrued on such non-business day or days. Dividends and distributions are reinvested in the form of additional full and fractional shares at net asset value unless the shareholder has elected to have such dividends and distributions paid in cash. See “Pricing of Shares – Timing of Orders” for a description of the Fund’s business days.
 
Capital Gains Distributions
Liquid Assets Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
STIC Prime Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Treasury Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government & Agency Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Government TaxAdvantage Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
Tax-Free Cash Reserve Portfolio generally distributes net realized capital gains (including net short-term capital gains), if any, at least annually. The Fund does not expect to realize any long-term capital gains and losses.
 
 
18        Short-Term Investment Trust


 

 
 
Financial Highlights
 
The financial highlights tables are intended to help you understand each Fund’s financial performance of the Resource Class shares. Certain information reflects financial results for a single Fund share.
 
The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in each Fund (assuming reinvestment of all dividends and distributions).
 
The information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Fund’s financial statements, is included in the Fund’s annual report, which is available upon request.
 
Resource Class
 
 
                                                                                                         
                                            Ratio of
  Ratio of
   
            Net gains
                              expenses
  expenses
   
            (losses)
                              to average
  to average net
  Ratio of net
    Net asset
      on securities
      Dividends
  Distributions
                  net assets
  assets without
  investment
    value,
  Net
  (both
  Total from
  from net
  from net
      Net asset
      Net assets,
  with fee waivers
  fee waivers
  income
    beginning
  investment
  realized and
  investment
  investment
  realized
  Total
  value, end
  Total
  end of period
  and/or expenses
  and/or expenses
  to average
    of period   income   unrealized)   operations   income   gains   Distributions   of period   Return (a)   (000s omitted)   absorbed   absorbed   net assets
 
 
Liquid Assets Portfolio                                                                                                        
Year ended 08/31/11   $ 1.00     $ 0.00 (b)   $ (0.00 )   $ 0.00     $ (0.00 )   $     $ (0.00 )   $ 1.00       0.02 %   $ 177,081       0.27 % (c)     0.37 % (c)     0.02 % (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.04       261,421       0.30       0.38       0.04  
Year ended 08/31/09     1.00       0.01 (b)     (0.00 )     0.01       (0.01 )           (0.01 )     1.00       1.10       800,343       0.36       0.41       0.97  
Year ended 08/31/08     1.00       0.04 (b)     0.00       0.04       (0.04 )     (0.00 )     (0.04 )     1.00       3.59       1,209,510       0.32       0.37       3.44  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.16       1,128,499       0.32       0.38       5.05  
STIC Prime Portfolio                                                                                                        
Year ended 08/31/11     1.00       0.00 (b)           0.00       (0.00 )           (0.00 )     1.00       0.02       29,213       0.23 (c)     0.39 (c)     0.01 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       151,109       0.25       0.39       0.04  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.74       223,532       0.31       0.43       0.79  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.46       482,644       0.28       0.38       3.30  
Year ended 08/31/07     1.00       0.05             0.05       (0.05 )           (0.05 )     1.00       5.21       570,226       0.28       0.39       5.09  
Treasury Portfolio                                                                                                        
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.02       293,547       0.12 (c)     0.38 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       409,398       0.15       0.38       0.03  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.26       365,409       0.28       0.40       0.24  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )     (0.00 )     (0.03 )     1.00       2.76       629,203       0.28       0.38       2.50  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.00       375,750       0.28       0.39       4.87  
Government & Agency Portfolio                                                                                                
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.02       272,176       0.15 (c)     0.33 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       294,164       0.21       0.33       0.03  
Year ended 08/31/09     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.57       486,522       0.30       0.35       0.44  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.26       325,692       0.28       0.34       3.12  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.14       297,561       0.28       0.35       5.02  
Government TaxAdvantage Portfolio                                                                                        
Year ended 08/31/11     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       17,085       0.11 (c)     0.46 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       11,160       0.14       0.46       0.04  
Year ended 08/31/09     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.45       17,773       0.29       0.50       0.37  
Year ended 08/31/08     1.00       0.03 (b)     0.00       0.03       (0.03 )           (0.03 )     1.00       3.11       34,121       0.28       0.44       3.14  
Year ended 08/31/07     1.00       0.05       0.00       0.05       (0.05 )           (0.05 )     1.00       5.04       53,228       0.28       0.50       4.92  
Tax-Free Cash Reserve Portfolio                                                                                        
Year ended 08/31/11     1.00       0.00 (b)     (0.00 )     0.00       (0.00 )           (0.00 )     1.00       0.02       24,602       0.27 (c)     0.49 (c)     0.02 (c)
Year ended 08/31/10     1.00       0.00 (b)     0.00       0.00       (0.00 )           (0.00 )     1.00       0.03       43,656       0.29       0.49       0.03  
Year ended 08/31/09     1.00       0.01 (b)     (0.00 )     0.01       (0.01 )           (0.01 )     1.00       0.77       129,078       0.41       0.51       0.90  
Five months ended 08/31/08     1.00       0.01 (b)     0.00       0.01       (0.01 )           (0.01 )     1.00       0.66       261,498       0.38 (d)     0.45 (d)     1.60 (d)
Year ended 03/31/08     1.00       0.03       (0.00 )     0.03       (0.03 )           (0.03 )     1.00       3.11       242,372       0.38       0.45       3.07  
Year ended 03/31/07     1.00       0.03             0.03       (0.03 )           (0.03 )     1.00       3.24       381,047       0.38       0.45       3.20  
     
(a)
  Includes adjustments in accordance with accounting principles generally accepted in the United States of America.
(b)
  Calculated using average shares outstanding.
(c)
  Ratios are based on average daily net assets (000’s) of $220,472, $103,173, $327,159, $268,327, $13,335 and $32,688 for Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio, and Tax-Free Cash Reserve Portfolio, respectively.
(d)
  Annualized.
 
19        Short-Term Investment Trust


 

 
Hypothetical Investment and Expense Information
 
In connection with the final settlement reached between Invesco and certain of its affiliates with certain regulators, including the New York Attorney General’s Office, the SEC and the Colorado Attorney General’s Office (the settlement) arising out of certain market timing and unfair pricing allegations made against Invesco and certain of its affiliates, Invesco and certain of its affiliates agreed, among other things, to disclose certain hypothetical information regarding investment and expense information to Fund shareholders. The chart below is intended to reflect the annual and cumulative impact of the Fund’s expenses, including investment advisory fees and other Fund costs, on the Fund’s returns over a 10-year period. The example reflects the following:
  n   You invest $10,000 in the Fund and hold it for the entire 10-year period; and
  n   Your investment has a 5% return before expenses each year.
 
There is no assurance that the annual expense ratio will be the expense ratio for the Fund classes for any of the years shown. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.
                                                                                 
 
Liquid Assets Portfolio — RESOURCE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .34%     0 .37%     0 .37%     0 .37%     0 .37%     0 .37%     0 .37%     0 .37%     0 .37%     0 .37%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .66%     9 .51%     14 .58%     19 .88%     25 .43%     31 .24%     37 .32%     43 .67%     50 .32%     57 .28%
End of Year Balance
  $ 10,466 .00   $ 10,950 .58   $ 11,457 .59   $ 11,988 .07   $ 12,543 .12   $ 13,123 .87   $ 13,731 .50   $ 14,367 .27   $ 15,032 .48   $ 15,728 .48
Estimated Annual Expenses
  $ 34 .79   $ 39 .62   $ 41 .46   $ 43 .37   $ 45 .38   $ 47 .48   $ 49 .68   $ 51 .98   $ 54 .39   $ 56 .91
 
STIC Prime Portfolio — RESOURCE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .30%     0 .39%     0 .39%     0 .39%     0 .39%     0 .39%     0 .39%     0 .39%     0 .39%     0 .39%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .70%     9 .53%     14 .58%     19 .86%     25 .38%     31 .16%     37 .21%     43 .54%     50 .15%     57 .07%
End of Year Balance
  $ 10,470 .00   $ 10,952 .67   $ 11,457 .58   $ 11,985 .78   $ 12,538 .32   $ 13,116 .34   $ 13,721 .00   $ 14,353 .54   $ 15,015 .24   $ 15,707 .44
Estimated Annual Expenses
  $ 30 .71   $ 41 .77   $ 43 .70   $ 45 .71   $ 47 .82   $ 50 .03   $ 52 .33   $ 54 .75   $ 57 .27   $ 59 .91
 
Treasury Portfolio — RESOURCE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .30%     0 .38%     0 .38%     0 .38%     0 .38%     0 .38%     0 .38%     0 .38%     0 .38%     0 .38%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .70%     9 .54%     14 .60%     19 .89%     25 .43%     31 .23%     37 .29%     43 .63%     50 .27%     57 .21%
End of Year Balance
  $ 10,470 .00   $ 10,953 .71   $ 11,459 .78   $ 11,989 .22   $ 12,543 .12   $ 13,122 .61   $ 13,728 .88   $ 14,363 .15   $ 15,026 .73   $ 15,720 .96
Estimated Annual Expenses
  $ 30 .71   $ 40 .71   $ 42 .59   $ 44 .55   $ 46 .61   $ 48 .76   $ 51 .02   $ 53 .37   $ 55 .84   $ 58 .42
 
Government & Agency Portfolio — RESOURCE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .29%     0 .33%     0 .33%     0 .33%     0 .33%     0 .33%     0 .33%     0 .33%     0 .33%     0 .33%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .71%     9 .60%     14 .72%     20 .08%     25 .68%     31 .55%     37 .70%     44 .13%     50 .86%     57 .90%
End of Year Balance
  $ 10,471 .00   $ 10,960 .00   $ 11,471 .83   $ 12,007 .56   $ 12,568 .31   $ 13,155 .26   $ 13,769 .61   $ 14,412 .65   $ 15,085 .72   $ 15,790 .22
Estimated Annual Expenses
  $ 29 .68   $ 35 .36   $ 37 .01   $ 38 .74   $ 40 .55   $ 42 .44   $ 44 .43   $ 46 .50   $ 48 .67   $ 50 .95
 
Government TaxAdvantage Portfolio — RESOURCE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .30%     0 .46%     0 .46%     0 .46%     0 .46%     0 .46%     0 .46%     0 .46%     0 .46%     0 .46%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .70%     9 .45%     14 .42%     19 .62%     25 .05%     30 .73%     36 .66%     42 .86%     49 .35%     56 .13%
End of Year Balance
  $ 10,470 .00   $ 10,945 .34   $ 11,442 .26   $ 11,961 .73   $ 12,504 .80   $ 13,072 .52   $ 13,666 .01   $ 14,286 .44   $ 14,935 .05   $ 15,613 .10
Estimated Annual Expenses
  $ 30 .71   $ 49 .26   $ 51 .49   $ 53 .83   $ 56 .27   $ 58 .83   $ 61 .50   $ 64 .29   $ 67 .21   $ 70 .26
 
Tax-Free Cash Reserve Portfolio — RESOURCE CLASS   Year 1   Year 2   Year 3   Year 4   Year 5   Year 6   Year 7   Year 8   Year 9   Year 10
 
 
Annual Expense Ratio 1
    0 .41%     0 .49%     0 .49%     0 .49%     0 .49%     0 .49%     0 .49%     0 .49%     0 .49%     0 .49%
Cumulative Return Before Expenses
    5 .00%     10 .25%     15 .76%     21 .55%     27 .63%     34 .01%     40 .71%     47 .75%     55 .13%     62 .89%
Cumulative Return After Expenses
    4 .59%     9 .31%     14 .24%     19 .39%     24 .77%     30 .40%     36 .28%     42 .43%     48 .85%     55 .56%
End of Year Balance
  $ 10,459 .00   $ 10,930 .70   $ 11,423 .68   $ 11,938 .88   $ 12,477 .33   $ 13,040 .05   $ 13,628 .16   $ 14,242 .79   $ 14,885 .14   $ 15,556 .46
Estimated Annual Expenses
  $ 41 .94   $ 52 .40   $ 54 .77   $ 57 .24   $ 59 .82   $ 62 .52   $ 65 .34   $ 68 .28   $ 71 .36   $ 74 .58
 
 
     

1 Your actual expenses may be higher or lower than those shown.
   
 
20        Short-Term Investment Trust


 

 
General Information
 
Each Fund consists of seven classes of shares that share a common investment objective and portfolio of investments. The seven classes differ only with respect to distribution arrangements and any applicable associated Rule 12b-1 fees and expenses.
 
Distribution and Service (12b-1) Fees
Each Fund has adopted a 12b-1 plan with respect to each class other than the Institutional Class that allows each Fund to pay distribution and service fees to Invesco Distributors, Inc. (the distributor) for the sale and distribution of its shares and fees for services provided to investors. Because each Fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.
 
Purchasing Shares
 
Minimum Investments Per Fund Account
The minimum investments for Resource Class accounts are as follows:
 
                 
 
    Initial
  Additional
Class   Investments*   Investments
 
Resource Class
  $ 1,000,000       No minimum  
     
*
  An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.
 
How to Purchase Shares
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 5:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 5:30 p.m. Eastern Time on a business day. If you wish to place an order between 5:00 p.m. and 5:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If a Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Funds verify and record your identifying information.
 
STIC Prime Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 4:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 4:30 p.m. Eastern Time on a business day. If you wish to place an order between 4:00 p.m. and 4:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Government TaxAdvantage Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
Tax-Free Cash Reserve Portfolio
You may purchase shares using one of the options below. Unless the Fund closes early on a business day, the transfer agent will generally accept any purchase order placed until 3:00 p.m. Eastern Time on a business day and may accept a purchase order placed until 3:30 p.m. Eastern Time on a business day. If you wish to place an order between 3:00 p.m. and 3:30 p.m. Eastern Time on a business day, you must place such order by telephone; or send your request by a pre-arranged Liquidity LINK data transmission however, the transfer agent reserves the right to reject or limit the amount of orders placed during this time. If the Fund closes early on a business day, the transfer agent must receive your purchase order prior to such closing time. 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 Invesco Fund verify and record your identifying information.
 
         
Purchase Options
    Opening An Account   Adding To An Account
 
Through a Financial Intermediary   Contact your financial intermediary   Same
    The financial intermediary should forward your completed account application to the transfer agent,
    Invesco Investment Services, Inc.
P.O. Box 219286
Kansas City, MO 64121-9286
    The financial intermediary should call the transfer agent at (800) 659-1005 to receive an account number.
    The intermediary should use the following wire instructions:
    The Bank of New York
ABA/Routing #: 021000018
DDA: 8900118377
Invesco Investment Services, Inc.
    For Further Credit to Your Account #
    If you do not know your account # or settle on behalf of multiple accounts, please contact the transfer agent for assistance.
 
A-1        The Invesco Funds

MCF—12/11


 

         
Purchase Options
    Opening An Account   Adding To An Account
 
By Telephone   Open your account as described above.   Call the transfer agent at (800) 659-1005 and wire payment for your purchase order in accordance with the wire instructions noted above.
By Liquidity LINK ®   Open your account as described above.   Complete an Liquidity LINK ® Agreement. Mail the application and agreement to the transfer agent. Once your request for this option has been processed, you may place your order via Liquidity LINK.
 
Automatic Dividend and Distribution Investment
All of your dividends and distributions may be paid in cash or invested in the same Fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same Fund in the form of full and fractional shares at net asset value.
 
Redeeming Shares
 
Redemption Fees
We will not charge you any fees to redeem your shares. Your broker or financial intermediary may charge service fees for handling redemption transactions.
 
How to Redeem Shares
 
     
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 5:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 5:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 5:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
STIC Prime Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 4:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 4:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 4:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Government TaxAdvantage Portfolio
 
Through a Financial Intermediary   If placing a redemption request through your financial intermediary, redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time on a business day in order to effect the redemption on that day. If the financial intermediary wishes to place a redemption order between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time on a business day it must do so by telephone.
By Telephone   If placing a redemption request by telephone, you or any person authorized to make account transactions, must call the transfer agent before 3:30 p.m. Eastern Time on a business day to effect the redemption transaction on that day.
By Liquidity LINK ®   If placing a redemption request through Liquidity LINK, the transfer agent must receive your redemption request before 3:00 p.m. Eastern Time on a business day to effect the transaction on that day.
 
     
Tax-Free Cash Reserve Portfolio
 
Through a Financial Intermediary   Contact your financial intermediary. Redemption proceeds will be transmitted electronically to your pre-authorized bank account. The transfer agent must receive your financial intermediary’s instructions before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Telephone   A person who has been authorized to make transactions in the account application may make redemptions by telephone. You must call the transfer agent before 3:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price.
By Liquidity LINK ®   If you place your redemption request via Liquidity LINK, the transfer agent must generally receive your redemption request before 12:30 p.m. Eastern Time in order to effect the redemption at that day’s closing price. Redemption orders of shares placed between 12:30 and 3:30 p.m. Eastern Time must be transmitted by telephone or a pre-arranged data transmission.
 
Payment of Redemption Proceeds
All redemption orders are processed at the net asset value next determined after the transfer agent receives a redemption order.
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
We will normally wire payment for redemptions received prior to 5:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 5:00 p.m. Eastern Time and 5:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 5:30 p.m. Eastern Time, the redemption will be effected at the net asset value of each Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If a Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, a Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
A-2        The Invesco Funds


 

STIC Prime Portfolio
We will normally wire payment for redemptions received prior to 4:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 4:00 p.m. Eastern Time and 4:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 4:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Government TaxAdvantage Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 3:00 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid by wire transfer on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Tax-Free Cash Reserve Portfolio
We will normally wire payment for redemptions received prior to 3:30 p.m. Eastern Time on the same day. However, depending on such factors as market liquidity and the size of redemption, for a redemption request received by the transfer agent between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, proceeds may not be wired until the next business day. If the transfer agent receives a redemption request on a business day after 3:30 p.m. Eastern Time, the redemption will be effected at the net asset value of the Fund determined on the next business day, and the transfer agent will normally wire redemption proceeds on such next business day.
 
If the Fund exercises its discretion to close early on a business day, as described in the “Pricing of Shares—Timing of Orders” section of this prospectus, the Fund may not provide same day settlement of redemption orders.
 
If proceeds are not wired on the same day, shareholders will normally accrue dividends until the day the proceeds are wired. Dividends payable up to the date of redemption on redeemed shares will normally be paid on the next dividend payment date. However, if all of the shares in your account were redeemed from an individual account or from an aggregate account, you may request that dividends payable up to the date of redemption accompany the proceeds of the redemption.
 
Redemptions by Telephone
If you redeem by telephone, we will transmit the amount of the redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine and are not liable for telephone instructions that are reasonably believed to be genuine.
 
Redemptions by Liquidity LINK
If you redeem via Liquidity LINK, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We are not liable for Liquidity LINK instructions that are not genuine.
 
Redemptions by the Funds
If a Fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or a Fund is not able to verify your identity as required by law, a Fund may, at its discretion, redeem the account and distribute the proceeds to you.
 
Each Fund and its agent reserve the right at any time to:
n   reject or cancel all or any part of any purchase order;
n   modify any terms or conditions of purchase of shares of any fund; or
n   suspend, change or withdraw all or any part of the offering made by this prospectus.
 
Pricing of Shares
 
Determination of Net Asset Value
 
Liquid Assets Portfolio, Treasury Portfolio and Government & Agency Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 5:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee that their net asset value will always remain at $1.00 per share.
 
STIC Prime Portfolio
The price of the Fund’s shares is the Fund’s net asset value per share. The Fund will generally determine the net asset value of its shares at 4:30 p.m. Eastern Time.
 
If the Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
The Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to enable the Fund to price its shares at $1.00 per share. The Fund cannot guarantee that its net asset value will always remain at $1.00 per share.
 
Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
The price of each Fund’s shares is the Fund’s net asset value per share. Each Fund will generally determine the net asset value of its shares at 3:30 p.m. Eastern Time.
 
If a Fund closes early on a business day, as described below under “Pricing of Shares—Timing of Orders”, the Fund will calculate its net asset value as of the time of such closing.
 
Each Fund values portfolio securities on the basis of amortized cost, which approximates market value. This method of valuation is designed to
 
A-3        The Invesco Funds


 

enable a Fund to price its shares at $1.00 per share. The Funds cannot guarantee their net asset value will always remain at $1.00 per share.
 
Timing of Orders
Each Fund opens for business at 8:30 a.m. Eastern Time. Each Fund prices purchase and redemption orders on each business day at the net asset value calculated after the transfer agent receives an order in good form.
 
A business day is any day that the Federal Reserve Bank of New York and The Bank of New York Mellon, the Funds’ custodian, are open for business. Each fund is authorized not to open for trading on a day that is otherwise a business day if the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading; any such day will not be considered a business day. Each Fund also may close early on a business day if the SIFMA recommends that government securities dealers close early.
 
If the financial intermediary through which you place purchase and redemption orders places its orders to the transfer agent through the NSCC, the transfer agent may not receive those orders until the next business day after the order has been entered into the NSCC.
 
Each Fund may postpone the right of redemption under unusual circumstances, as allowed by the SEC, such as when the New York Stock Exchange restricts or suspends trading.
 
Each Fund reserves the right to change the time for which purchase and redemption orders must be submitted to and received by the transfer agent for execution on the same day.
 
Thirty-minutes prior to the Funds’ net asset value determination, Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, and Government TaxAdvantage Portfolio may, in their discretion, limit or refuse to accept purchase orders and may not provide same-day payment of redemption proceeds.
 
During the period between 12:30 p.m. Eastern Time and 3:30 p.m. Eastern Time, Tax-Free Cash Reserve Portfolio may, in its discretion, refuse to accept purchase orders and may not provide same-day settlement of redemption orders. On days that the Fund closes early, the fund may, in its discretion, refuse to accept purchase orders and may not provide same day settlement of redemption orders for such purchases and redemption orders received by the transfer agent (i) if the Fund closes after 12:30 p.m. Eastern Time, between 12:30 p.m. Eastern Time and the time the Fund closes, and (ii) if the Fund closes on or before 12:30 p.m. Eastern Time, during the thirty minute period prior to the Fund’s net asset value determination.
 
Frequent Purchases and Redemptions of Fund Shares
The Board of the Funds has not adopted any policies and procedures that would limit frequent purchases and redemptions of the Funds’ shares. The Board does not believe that it is appropriate to adopt any such policies and procedures for the following reasons:
n   Each Fund is offered to investors as a cash management vehicle. Investors must perceive an investment in such Fund as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently.
n   One of the advantages of a money market Fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of a Fund will be detrimental to the continuing operations of the Fund.
n   Each Fund’s portfolio securities are valued on the basis of amortized cost, and the Fund seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.
n   Because each Fund seeks to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in the Fund. Imposition of redemption fees would run contrary to investor expectations.
 
The Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described above. Nonetheless, to the extent that each Fund must maintain additional cash and/or securities with shorter-term durations than may otherwise be required, the Fund’s yield could be negatively impacted.
 
Each Fund and its agent reserves the right at any time to reject or cancel any part of any purchase order. This could occur if each Fund determines that such purchase may disrupt the Fund’s operation or performance.
 
Taxes
 
Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio
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:
n   A Fund earns income generally in the form of interest on its investments. This income, less expenses incurred in the operation of a Fund, constitutes the Fund’s net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income are generally taxable to you as ordinary income.
n   Distributions of net short-term capital gains are taxable to you as ordinary income. Because a Fund is a money market fund, it does not anticipate realizing any long-term capital gains.
n   None of the dividends paid by a Fund will qualify for the dividends received deduction in the case of corporate shareholders or as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders.
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 capital gains realized from redemptions of Fund shares will be subject to federal income tax. For tax purposes, an exchange of your shares for shares of another Fund is the same as a sale. 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.
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 a 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 generally are subject to state and local income taxes.
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.
 
A-4        The Invesco Funds


 

Tax-Free Cash Reserve Portfolio
n   You will not be required to include the “exempt-interest” portion of dividends paid by the Fund in your gross income for federal income tax purposes. You will be required to report the receipt of exempt-interest dividends and other tax-exempt interest on your federal income tax returns. The percentage of dividends that constitutes exempt-interest dividends will be determined annually. This percentage may differ from the actual percentage of exempt interest received by the Fund for the particular days in which you hold shares.
n   A Fund may invest in municipal securities the interest on which constitutes an item of tax preference and could give rise to a federal alternative minimum tax liability for you. However, under recently enacted provisions of the American Recovery and Reinvestment Act of 2009, tax exempt interest on such municipal securities issued in 2009 and 2010 is not an item of tax preference for purposes of the alternative minimum tax.
n   Exempt-interest dividends from interest earned on municipal securities of a state, or its political subdivisions, generally are exempt from that state’s personal income tax. Most states, however, do not grant tax-free treatment to interest from municipal securities of other states.
n   A Fund may invest a portion of its assets in securities that pay income that is not tax-exempt. To the extent that dividends paid by a Fund are derived from taxable investments or realized capital gains, they will be taxable as ordinary income or long-term capital gains.
n   A Fund may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. If you are a taxable investor, Fund distributions from this income are taxable to you as ordinary income, and generally will neither qualify for the dividends 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.
 
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.
 
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.
 
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-5        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 each Fund and is incorporated by reference into this prospectus (is legally a part of this prospectus). Annual and semi-annual reports to shareholders contain additional information about each Fund’s investments. Each Fund’s annual report also discusses the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year. Each Fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.
 
If you have questions about an Invesco Fund or your account, or you wish to obtain a free copy of 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 219286
Kansas City, MO 64121-9286
     
By Telephone:   (800) 659-1005
     
On the Internet:   You can send us a request by e-mail or download prospectuses, SAIs, annual or semi-annual reports via our Web site: www.invesco.com/us
 
You can also review and obtain copies of each Fund’s SAI, 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]
     
     
Liquid Assets Portfolio
STIC Prime Portfolio
Treasury Portfolio and
  Government & Agency Portfolio
Government TaxAdvantage Portfolio
Tax-Free Cash Reserve Portfolio
SEC 1940 Act file number: 811-02729
 
   
     
     
invesco.com/us   CM-STIT-PRO-4
   


 

         
(LOGO)
  Statement of Additional Information

Short-Term Investments Trust
  December 16, 2011
 
     
This Statement of Additional Information (the “SAI”) relates to each portfolio (each a “Fund,” collectively the “Funds”) of Short-Term Investments Trust listed below. Each Fund offers separate classes of shares as follows:
                             
                Personal   Personal        
    Cash Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
FUND               Class:   Class   Class   Class   Class   Class   Class   Class
Liquid Assets Portfolio
  N/A   LPCXX   LAPXX   N/A   LPVXX   N/A   N/A
STIC Prime Portfolio
  N/A   SSCXX   SRIXX   N/A   SPVXX   N/A   N/A
Treasury Portfolio
  N/A   TYCXX   TRPXX   N/A   TPFXX   N/A   N/A
Government & Agency Portfolio
  N/A   AGCXX   AGPXX   N/A   GPVXX   N/A   N/A
Government TaxAdvantage Portfolio
  N/A   TACXX   TSPXX   N/A   TXPXX   N/A   N/A
Tax-Free Cash Reserve Portfolio
  N/A   TFOXX   TFPXX   N/A   TRCXX   N/A   N/A

 


 

Treasury Portfolio
                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
Band & Co.
P. O. Box 1787
Milwaukee, WI 53201
                11.39 %                        
Bank of N.Y. 755
One Wall Street, 2nd Floor
Stif/Master Note
Attn Frank Notaro
New York, NY 10286
    55.37 %     35.27 %     5.61 %           47.08 %            
BoNY Brussels
Attn: Frank Nataro
111 Sanders Creek Parkway
E Syracuse, NY 13057
    8.42 %                                    
Boston & Co
P. O. Box 3198
525 William Penn Place
Pittsburgh, PA 15230-3198
    21.90 %                                    
Carey & Co
c/o Huntington Trust Co
7 Easton Oval
Columbus, OH 43219-6010
                                        5.29 %
CoBank CMP
PO Box 5110
Denver, CO 80217
                                  5.98 %      

F-9


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
Frost Direct
Attn: Karen Banks
PO Box 2358
San Antonio, TX 78299
                      15.06 %                  
Frost Sweep
Attn: Karen Banks
PO Box 2358
San Antonio, TX 78299
                      80.44 %                  
Frost National
Muir &Co
C/O Frost
PO Box 2479
San Antonio, TX 78298
                6.76 %                        
JP Morgan Chase — GCS
Attn: Jimmy Angelaras
1 Metrotech Center North
Brooklyn, NY 11021
          7.26 %                              
Merrill Lynch
Attn: Money Market Funds
200 North College Street
3rd Floor NCI-004-03-06
Charlotte, NC 28255
                5.13 %                        

F-10


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
NFS FBO Customers
Attn: Mutual Funds Dept
10 th Floor
1000 Plaza 5 Harborside
Jersey City, NJ 07311
                                  8.55 %      
Pershing Omnibus
Attn: Daniel Quinn
1 Pershing Plaza
Jersey City, NJ 07399
                                  33.90 %     12.99 %
Robert W. Baird (NSCC)
PO Box 672
777 E. Wisconsin Ave
Milwaukee, WI 53202
                                        8.94 %
State Street Bank FBO
Cash Sweep Support Group
Josiah Quincy Building 5N
200 Newport Avenue
North Quincy, MA 02171
                21.11 %                        
Stratevest & Co
215 Main St
Brattleboro, VT 05301
                                  45.65 %      
US Bank
777 E Wisconsin Ave
Milwaukee, WI 53202
          19.80 %                              
US Bank
1555 N. Rivercenter Dr Ste 302 Milwaukee, WI 53212
                                        55.84 %

F-11


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
WFSLLC
Attn: Money Funds
Mail Cod NC 0675
Bldg 1B1
1525 West W. T. Harris Blvd.
Charlotte, NC 28262
          18.42 %                             5.52 %
Zions
Attn: Trust Dept.
Bob G Shira
P.O. Box 30880
Salt Lake City, UT 84130
                            25.05 %            
Government & Agency Portfolio
                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
Bank of N.Y. 755
One Wall Street
2 nd Floor
Stif/Master Note
Attn: Frank Notaro
New York, NY 10286
    62.29 %     32.99 %                 27.97 %            
Bank of OK , Inst Inv
Attn: Carrie Jacobson
P. O. Box 2300
Tulsa, OK 74192
                                        5.87 %
BBH Sec Lending — AIM
Attn: Kristen Hayes
40 Water St.
Boston, MA 02109
                7.64 %                        

F-12


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
BoNY Brussells
Attn: Frank Notaro
111 Sanders Creek Parkway
E Syracuse, NY 13057
                            6.67 %            
Community Bank
Attn: Lisa Sanders
500 S. Morgan
Granbury, TX 76048
                      5.29 %                  
Deutsche Bank (G&K)
Attn: Bobby Kolev
280 Park Ave
New York, NY 10017
    5.02 %                                    
Energy Future Intermediat
1601 Bryan St
Dallas, TX 75201
          12.95 %                              
ERS of Texas P. O. Box 13207
Austin, TX 78711-3207
                6.48 %                        
Frost National
Muir & Co
c/o Frost
P.O. Box 2479
San Antonio, TX 78298-2479
                6.00 %                        
Frost Sweep
Attn: Karen Banks
P.O. Box 2358
San Antonio, TX 78299
                                        10.34 %
Goldman Sachs
Attn: Rene Godin
71 South Wacker Dr.
Ste. 500
Chicago, IL 60606
          6.36 %                              
Henderson Sub Accounts
240 Water Street
Henderson, NV 89015
    8.39 %                                    

F-13


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
Morgan Keegan
150 Fourth Ave North Ste 1500
Attn: Mary K Byrd
Nashville, TN 37219
                                        23.84 %
Morgan Stanley
Attn: Bill Cairney
1 Pierrepont Plaza,
7 th Fl
Brooklyn, NY 11201
                24.77 %                        
Nabank & Co.
P.O. Box 2180
Tulsa, OK 74101
                                        13.79 %
Oppenheimer & Co Inc.
NSCC
125 Broad St 16 th Fl
New York, NY 10004-2400
                                        5.52 %

F-14


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
PaineWebber Chicago
1 North Wacker Dr.
Suite 2500
Chicago, IL 60606
                9.01 %                        
Pershing (NSCC)
Donaldson Lufkin and Jenrette
Attn: Alex Komorowski
1 Pershing Plaza
Jersey City, NJ 073990002
                                        9.14 %
Southwest Airlines
Treasury Operations
2702 Love Field Dr
Dallas, TX 75235-1908
          19.08 %                              
Springfield Govt.
Attn: Brenda Stroh
3400 West Wabash
Springfield, IL 62707
                      94.12 %                  
State Street Bank FBO
Cash Sweep Support Group
Josiah Quincy Bldg 5N
200 Newport Avenue
North Quincy, MA 02171
                11.36 %                        
Stratevest & Co
215 Main St
Brattleboro, VT 05301
                                  92.04 %      
Union Bank of Cal
530 B Street, Ste. 242
San Diego, CA 92101
                            19.76 %            
US Bank
1555 N. Rivercenter Dr.
Suite 302
Milwaukee, WI 53212
                                        18.81 %
WFSLLC
Attn: Money Funds
Mail Cod NC 0675 Bldg. 1B1
1525 West W.T. Harris Blvd.
Charlotte, NC 282620675
          10.07 %                              

F-15


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
Wilmington Trust Subs
1100 North Market St.
Wilmington, DE 19890
                            33.83 %            
Government TaxAdvantage Portfolio
                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
Bank of N.Y. 755
One Wall Street
2 nd Floor
Stif/Master Note
Attn: Frank Notaro
New York, NY 10286
                            31.05 %            
East Windsor
5103 Deloache Ave
Dallas, TX 75220
                            7.40 %            
Frost National
Muir & Co.
C/O Frost
P.O. Box 2479
San Antonio, TX 78298
                            8.10 %            

F-16


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
Goldman Sachs
Attn: Rene Godin
71 South Wacker Dr
Suite 500
Chicago, IL 60606
                29.36 %                        
Huntington Investment
41 S. High Street
Ninth Floor
Columbus, OH 43287
                            46.84 %            
MNL-BOLI
227 W. Monroe, Ste 4900
Chicago, IL 60606
                7.23 %                        
Morgan Stanley
Attn: Bill Cairney
1 Pierrepont Plaza
7 th Floor
Brooklyn, NY 11201
    7.05 %                                   6.45 %
Nabank & Co.
P.O. Box 2180
Tulsa, OK 74101
                      100.00 %                 13.94 %
New Mexico
7111 North Prince St
Clovis, NM 88101-0000
                                        44.17 %
Pershing Omnibus
Attn: Daniel Quinn
1 Pershing Plaza
Jersey City, NJ 07399
                                  100.00 %      
Raymond James (NSCC) Attn: Celeste Hopkins
880 Carillon Pkwy
St. Petersburg, FL 337161100
    19.35 %                                    

F-17


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
SEI Priv Tr
Attn: Mutual Funds
One Freedom Valley Dr
Oaks, PA 19456
                26.77 %                        
Texas RSA3
7111 North Prince St.
Clovis, NM 88101
                                        35.41 %
U.S. Bank
777 E. Wisconsin Ave
Milwaukee, WI 53202
          98.34 %                              
Wachovia (NSCC)
Attn: Barb Tenpenny
Mailcode H0006-09V
1 N Jefferson Ave
St Louis, MO 631032205
                            5.29 %            
WFSLLC
Attn: Money Funds
Mail Cod NC 0675 Bldg. 1B1
1525 West W.T. Harris Blvd.
Charlotte, NC 282620675
    71.86 %                                    
Tax-Free Cash Reserve Portfolio
                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
Bank of America
411 North Ackard Street
Dallas, TX 75201-3307
                6.00 %                        
FNBB-Home Bank
503 Kaliste Saloom Rd
Lafayette, LA 70508
                                  55.02 %      
Frost National
Muir & Co.
c/o Frost
P. O. Box 2479
San Antonio, TX 78298-2479
                30.25 %                        

F-18


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
Frost Direct
Attn: Karen Banks
P.O. Box 2358
San Antonio, TX 78299
                            28.27 %            
FSA
Attn: Fund Manager
777 S. Figueroa St., Suite 3200
Los Angeles, CA 90017
          97.45 %                              
Kanaly Trust
5555 San Felipe St., Ste 200
Houston, TX 77056
                                        10.63 %
Legacy Trust
Attn: Glenn Francis
600 Jefferson St., Ste 350
Houston, TX 77002-7326
                23.20 %                        
Morgan Stanley
Attn: Bill Cairney
1 Pierrepont Plaza, 7 th Floor
Brooklyn, NY 11201
    22.09 %           7.89 %                       9.71 %
Nabank & Co.
P.O. box 2180
Tulsa, OK 74101
                      59.97 %                  
NFS FBO Customers
Attn: Mutual Funds Dept
10 th Floor
1000 Plaza 5 Harborside
Jersey City, NJ 07311
                                  32.13 %      
Pershing Omnibus
Attn: Daniel Quinn
1 Pershing Plaza
Jersey City, NJ 07399
                                  12.84 %      
Robert W. Baird (NSCC)
P.O. Box 672
777 E. Wisconsin Ave.
Milwaukee, WI 53202
                                        22.53 %
SSB FBO Blackrock
Cash Sweep Support Group Josiah Quincy Building 5N
200 Newport Avenue
Quincy, MA 02171
    13.97 %                                    
Trust Manage Net
Attn: Kevin Crawford
2626 Howell Street,
Suite 880
Dallas, TX 75204
    12.62 %                                    

F-19


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
Principal Holder   Record   Record   Record   Record   Record   Record   Record
 
UBS Financial (NSCC)
Newport Center III
499 Washington Blvd.
Jersey City, NJ 07310
                                        24.80 %
Union Bank of California
530 B Street, Suite 203
San Diego, CA 92101
                            37.93 %            
Wacovia (NSCC)
Attn: Barb Tenpenny
Mailcode H0006-09V
1 N Jefferson Ave
St Louis, MO 631032205
    30.00 %                       31.31 %           26.15 %
William Blair
Attn: Meg Kelly
222 West Adams St
Chicago, IL 60606
    7.35 %                                    
William Blair
222 West Adams St
Chicago, IL 60606
                6.28 %                        
Woodforest Sweep
3101 West Davis
Conroe, TX 77304
                      36.51 %                  
Management Ownership
     As of November 28, 2011, the trustees and officers as a group owned less than 1% of the outstanding shares of each class of any Fund.

F-20


 

         
(LOGO)
  Statement of Additional Information

Short-Term Investments Trust
  December 16,2011
 
     
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 Report to shareholders. You may obtain, without charge, a copy of any Prospectus and/or Annual Report for any Fund listed below from an authorized dealer or by writing to:
Invesco Investment Services, Inc.
P.O. Box 219286
Kansas City, MO 64121-9286
or by calling (800) 659-1005
or on the Internet: www.invesco.com/us
This SAI, dated December 16, 2011, relates to the Cash Management Class, Corporate Class, Institutional Class, Personal Investment Class, Private Investment Class, Reserve Class and Resource Class            of the following Prospectuses:
         
Fund        
Liquid Assets Portfolio
  December 16, 2011
STIC Prime Portfolio
  December 16, 2011
Treasury Portfolio
  December 16, 2011
Government & Agency Portfolio
  December 16, 2011
Government TaxAdvantage Portfolio
  December 16, 2011
Tax-Free Cash Reserve Portfolio
  December 16, 2011

 


 

Statement of Additional Information
Table of Contents
         
    Page  
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  
Rule 2a-7 Requirements
    3  
Debt Investments
    6  
Other Investments
    10  
Investment Techniques
    11  
Fund Policies
    14  
Policies and Procedures for Disclosure of Portfolio Holdings
    17  
MANAGEMENT OF THE TRUST
    20  
Board of Trustees
    20  
Management Information
    27  
Trustee Ownership of Fund Shares
    32  
Compensation
    32  
Retirement Plan For Trustees
    32  
Deferred Compensation Agreements
    33  
Code of Ethics
    33  
Proxy Voting Policies
    34  
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
    34  
INVESTMENT ADVISORY AND OTHER SERVICES
    34  
Investment Adviser
    34  
Investment Sub-Advisers
    37  
Marketing Support and Administrative Support Payments
    38  
Service Agreements
    39  
Other Service Providers
    39  
BROKERAGE ALLOCATION AND OTHER PRACTICES
    40  
Brokerage Transactions
    40  
Commissions
    41  

i


 

         
    Page  
Broker Selection
    42  
Regular Brokers
    44  
Allocation of Portfolio Transactions
    45  
PURCHASE, REDEMPTION AND PRICING OF SHARES
    46  
Purchase and Redemption of Shares
    46  
Offering Price
    47  
Calculation of Net Asset Value
    47  
Redemptions in Kind
    47  
Backup Withholding
    47  
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
    48  
Dividends and Distributions
    48  
Tax Matters
    49  
DISTRIBUTION OF SECURITIES
    63  
Distribution Plan
    63  
Distributor
    65  
FINANCIAL STATEMENTS
    66  
PENDING LITIGATION
    67  
 
       
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 VOTING POLICIES
    E-1  
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
    F-1  
MANAGEMENT FEES
    G-1  
CERTAIN FINANCIAL ADVISORS THAT RECEIVE ONE OR MORE TYPES OF PAYMENTS
    H-1  
ADMINISTRATIVE SERVICES FEES
    I-1  
PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS
    J-1  
AMOUNTS PAID TO INVESCO DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS
    K-1  
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS
    L-1  

ii


 

GENERAL INFORMATION ABOUT THE TRUST
Fund History
Short-Term Investments Trust (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 on January 24, 1977 as a Maryland corporation and had no operations prior to November 10, 1980. The Trust re-organized as a Commonwealth of Massachusetts business trust on December 31, 1986. The Trust was again reorganized as a business trust under the laws of the State of Delaware on October 15, 1993. Under the Trust’s Agreement and Declaration of Trust, as amended, (the Trust Agreement), the Board of Trustees of the Trust (the Board) is authorized to create new series of shares without the necessity of a vote of shareholders of the Trust.
Prior to April 30, 2008, Tax-Free Cash Reserve Portfolio succeeded to the assets and assumed the liabilities of Tax-Free Cash Reserve Portfolio, (the “Predecessor Fund”) of Tax-Free Investments Trust, a Delaware statutory trust (“TFIT”).
Shares of Beneficial Interest
     Shares of beneficial interest of the Trust are redeemable at their net asset value at the option of the shareholder or at the option of the Trust in certain circumstances, subject in certain circumstances to a contingent deferred sales charge or redemption fee.
     The Trust allocates moneys and other property it receives from the issue or sale of shares of each of its series of shares, and all income, earnings and profits from such issuance and sales, subject only to the rights of creditors, to the appropriate Fund. These assets constitute the underlying assets of each Fund, are segregated on the Trust’s books of account, and are charged with the expenses of such Fund and its respective classes. The Trust allocates any general expenses of the Trust not readily identifiable as belonging to a particular Fund subject to oversight by the Board, primarily on the basis of relative net assets, or other relevant factors.
     Each share of each Fund represents an equal proportionate interest in that Fund with each other share and is entitled to such dividends and distributions out of the income belonging to such Fund as are declared by the Board.
     Each class of shares represents an interest in the same portfolio of investments. Differing sales charges and expenses will result in differing net asset values and dividends and distributions. Upon any liquidation of the Trust, shareholders of each class are entitled to share pro rata in the net assets belonging to the applicable Fund allocable to such class available for distribution after satisfaction of outstanding liabilities of the Fund allocable to such class.
     The Trust is not required to hold annual or regular meetings of shareholders. Meetings of shareholders of a Fund or class will be held from time to time to consider matters requiring a vote of such shareholders in accordance with the requirements of the 1940 Act, state law or the provisions of the Trust Agreement. It is not expected that shareholder meetings will be held annually.

1


 

     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.
     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. 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.
      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.

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DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS
Classification
The Trust is an open-end management investment company. Each of the Funds is “diversified” for purposes of the 1940 Act and managed in accordance with Rule 2a-7 under the 1940 Act.
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 the Funds’ prospectuses. If a particular type of security or investment technique is not discussed in a Fund’s prospectus it is not a principal investment strategy of that Fund.
     The Funds may not invest in all of the security-types or use all of the techniques described below at any one time. Moreover, Invesco and/or the Sub-Advisers may invest in types of securities and may use investment techniques in managing the Funds not specifically mentioned below. Any investment shall be subject to limitations imposed by the Funds’ investment objective, policies and restrictions described in the Funds’ Prospectuses and/or this Statement of Additional Information, as well as the federal securities laws.
     Generally, Tax-Free Cash Reserve Portfolio will invest only in tax-free securities. Tax-Free Cash Reserve Portfolio may, however, invest in taxable short-term investments (Taxable Investments) consisting of obligations of the U.S. Government, its agencies or instrumentalities, banks and corporations, short-term fixed income securities; commercial paper rated within the highest rating category by a recognized rating agency; and certificates of deposit of domestic banks. The Fund may invest in Taxable Investments, for example, due to market conditions or pending the investment of proceeds from the sale of its shares or proceeds from the sale of portfolio securities or in anticipation of redemptions. Although interest earned from Taxable Investments will be taxable to shareholders as ordinary income, the Fund generally intends to minimize taxable income through investments, when possible, in short-term tax-exempt securities, which may include shares of other investment companies whose dividends are tax-exempt. See also “Dividends, Distributions and Tax Matters.”
     The Funds’ investment objectives, policies, strategies and practices described below are non-fundamental unless otherwise indicated.
      Rule 2a-7 Requirements. As permitted by Rule 2a-7 under the 1940 Act, each Fund seeks to maintain a stable price of $1.00 per share by using the amortized cost method to value portfolio securities and rounding the share value to the nearest cent. Rule 2a-7 imposes requirements as to the diversification and liquidity of each Fund, quality of portfolio securities, maturity of the Fund and of individual securities.
      Diversification. In summary, Rule 2a-7 requires that a Fund may not invest in the securities of any issuer if, as a result, more than 5% of the Fund’s total assets would be invested in that issuer; provided that, each Fund may invest up to 25% of its total assets in the First Tier

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Securities of a single issuer for up to three business days after acquisition. Certain securities are not subject to this diversification requirement. These include: a security subject to a guarantee from a non-controlled person (as defined in Rule 2a-7) of the issuer of the security; U.S. Government securities; certain repurchase agreements; and shares of certain money market funds. Rule 2a-7 imposes a separate diversification test upon the acquisition of a guarantee or demand feature. (A demand feature is, in summary, a right to sell a security at a price equal to its approximate amortized cost plus accrued interest).
     For purposes of these diversification requirements with respect to issuers of Municipal Securities (defined under the caption Municipal Securities), 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 is 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 such bond is backed only by the assets and revenues of the non-governmental user, then such non-governmental user would be deemed to be the sole issuer.
     In summary, a “First Tier Security” is rated (or issued by an issuer that is rated) in the highest short-term rating category by the “Requisite NRSROs,” or, if unrated, is determined by the Fund’s investment adviser (subject to oversight and pursuant to guidelines established by the Board) to be of comparable quality to such a rated security. Securities issued by a registered investment company that is a money market fund and U.S. Government securities are also considered to be “First Tier Securities.” The term “Requisite NRSRO” means (a) any two nationally recognized statistical rating organizations (NRSROs) (designated by the Board, if required) that have issued a rating with respect to a security or class of debt obligations of an issuer, or (b) if only one (designated, if required) NRSRO has issued a rating with respect to such security or issuer at the time a Fund acquires the security, that NRSRO.
      Quality. The Funds may invest only in U.S. dollar denominated securities that the Fund’s investment adviser (subject to oversight and pursuant to guidelines established by the Board) determines present minimal credit risk and that are “Eligible Securities” as defined in Rule 2a-7. Rule 2a-7 defines an Eligible Security, in summary, as a security with a remaining maturity of 397 calendar days or less that has been rated (or whose issuer has been rated) by the Requisite NRSROs in one of the two highest short-term rating categories. Eligible Securities may also include unrated securities determined by the Funds’ investment adviser (subject to oversight and pursuant to guidelines established by the Board) to be of comparable quality to such rated securities. The eligibility of a security with a guarantee may be determined based on whether the guarantee is an Eligible Security.
     The Funds will limit investments to those which are First Tier Securities at the time of acquisition.
      Liquidity. Under Rule 2a-7, a Fund must hold securities that are sufficiently liquid to meet reasonably foreseeable shareholder redemptions in light of the Fund’s obligations under section 22(e) of the 1940 Act (which forbids the suspension of the right of redemption, or postponement of the date of payment or satisfaction upon redemption for more than seven days after the tender of such security for redemption, subject to specified exemptions) and any commitments the Fund has made to shareholders. In addition, a Fund may not acquire an illiquid security if, immediately after the acquisition, the Fund would have invested more than 5% of its total assets in illiquid

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securities. A Fund (other than Tax-Free Cash Reserve Portfolio) also may not acquire any security other than a Daily Liquid Asset (cash, U.S. Government securities and other securities that will mature or are subject to a demand feature that is exercisable and payable within one business day) if, immediately after the acquisition the Fund would have invested less than 10% of its total assets in Daily Liquid Assets. A Fund may not acquire any security other than a Weekly Liquid Asset (cash, direct obligations of the U.S. Government, Government securities issued by a person controlled or supervised by and acting as an instrumentality of the U.S. Government pursuant to authority granted by the Congress, that are issued at a discount to the principal amount to be repaid at maturity and have a remaining maturity of 60 days or less and securities that will mature or are subject to a demand feature that is exercisable and payable within 5 business days) if, immediately after the acquisition, the Fund would have invested less than 30% of its total assets in Weekly Liquid Assets.
           Maturity. Under Rule 2a-7, each Fund invests only in U.S. dollar-denominated securities maturing within 397 days of the date of purchase, with certain exceptions permitted by applicable regulations. The Fund maintains a dollar-weighted average portfolio maturity of no more than 60 days, and a dollar-weighted average portfolio maturity as determined without exceptions regarding certain interest rate adjustments under Rule 2a-7 of no more than 120 days. The maturity of a security is determined in compliance with Rule 2a-7, which for purposes of the dollar weighted average portfolio maturity permits, among other things, certain securities bearing adjustable interest rates to be deemed to have a maturity shorter than their stated maturity.
      Foreign Government Obligations . Each Fund may invest in debt securities of foreign governments. Debt securities issued by foreign governments are often, but not always, supported by the full faith and credit of the foreign governments, or their subdivisions, agencies or instrumentalities, that issue them. These securities involve the risks discussed below under Foreign Debt 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, for funds other than money market funds, are generally below investment grade, are sometimes referred to as “Brady Bonds”.
      Foreign Debt Securities . Foreign debt securities are debt securities that are issued and/or settled outside the United States and may be backed by foreign guarantees. A Fund will limit its investments in foreign debt securities to debt obligations denominated in U.S. dollars. Debt securities issued by a corporation or other issuer domiciled outside the United States that are dollar denominated and traded in the United States are not considered foreign securities. Although denominated in U.S. dollars, investments in foreign debt securities may entail some or all of the risks set forth below. Generally, only Liquid Assets Portfolio will invest in Foreign Securities
      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 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.

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      Regulatory Risk. Foreign companies may not be registered with the Securities and Exchange Commission (SEC) and are generally not subject to the regulatory controls and disclosure requirements imposed on United States issuers. 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. As a result, there is generally less publicly available information about foreign securities than is available about domestic securities. 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.
      Market Risk. The securities markets in many of the countries in which the Funds invest will have substantially less trading volume than the major United States markets. As a result, the securities of some foreign companies may be less liquid and experience more price volatility than comparable domestic securities. Increased custodian costs as well as administrative costs (such as the need to use foreign custodians) may be associated with the maintenance of assets in foreign jurisdictions. There is generally less government regulation and supervision of foreign stock exchanges, brokers and issuers which may make it difficult to enforce contractual obligations.
Debt Investments
      U.S. Government Obligations. Each Fund may invest in U.S. Government obligations, which include obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities, including bills, notes and bonds issued by the U.S. Treasury, as well as “stripped” or “zero coupon” U.S. Treasury obligations.
     U.S. Government Obligations may be, (i) supported by the full faith and credit of the U.S. Treasury, (ii) supported by the right of the issuer to borrow from the U.S. Treasury, (iii) supported by the discretionary authority of the U.S. Government to purchase the agency’s obligations, or (iv) supported only by the credit of the instrumentality. There is a risk that the U.S. Government may choose not to provide financial support to U.S. Government-sponsored agencies or instrumentalities if it is not legally obligated to do so. In that case, if the issuer were to default, a Fund holding securities of such issuer might not be able to recover its investment from the U.S. Government. For example, while the U.S. Government has recently provided financial support to Federal National Mortgage Association (Fannie Mae) and Federal Home Loan Mortgage Corporation (Freddie Mac), no assurance can be given that the U.S. Government will always do so, since the U.S. Government is not so obligated by law. There also is no guarantee that the government would support Federal Home Loan Banks. Accordingly, securities of Fannie Mae, Freddie Mac and Federal Home Loan Banks, and other agencies, may involve a risk of non-payment of principal and interest.
      Temporary Investments . Each Fund may experience situations where it is unable to invest money that it has received overnight such as when it receives cash inflows after the overnight repurchase markets have closed. The Funds are permitted to leave balances in their accounts with the Bank of New York Mellon (BNY Mellon), the custodian bank. To compensate the Funds for such activity, the Funds may receive compensation from BNY Mellon at an agreed upon rate.
      Asset-Backed Securities. Asset-backed securities are interests in pooled mortgages, loans, receivables, or other assets. Payments of interest and repayment of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by letters of credit, surety bonds, or other credit enhancements. Asset-

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backed security values may also be affected by other factors including changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the entities providing the credit enhancement.
      Bank Instruments. Generally, only Liquid Assets Portfolio and STIC Prime Portfolio will invest in Bank Instruments and only Liquid Assets Portfolio will invest in certificates of deposit (“Eurodollar CDs”) and time deposits (“Eurodollar time deposits”) of foreign branches of domestic banks. 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 earn 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 Debt Securities.
      Synthetic Municipal Instruments. The Funds may invest in synthetic municipal instruments, the value of and return on which are derived from underlying securities. The types of synthetic municipal instruments in which the Fund may invest 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 under certain conditions).
     Typically, a certificate holder cannot exercise the demand feature upon 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 Internal Revenue Service (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.

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      Municipal Securities. The Funds may invest in 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 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.
     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.

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     The Fund 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 the 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 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 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 its share price.
     The Fund 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 up to 25% of its assets in securities insured by the same insurance company.
     The Fund may also invest in taxable municipal securities. 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.
      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 rate 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

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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
      Other Investment Companies. Each Fund may purchase shares of other investment companies. For each Fund, the 1940 Act imposes the following restrictions on investments in other investment companies: (i) a Fund may not purchase more than 3% of the total outstanding voting stock of another investment company; (ii) a Fund may not invest more than 5% of its total assets in securities issued by another investment company; and (iii) a Fund may not invest more than 10% of its total assets in securities issued by other investment companies. The 1940 Act and related rules provide certain exemptions from these restrictions. For example, under certain conditions, a Fund may acquire an unlimited amount of shares of mutual funds that are part of the same group of investment companies as the acquiring fund. In addition, these restrictions do not apply to investments by the Funds in investment companies that are money market funds, including money market funds that have Invesco or an affiliate of Invesco as an investment adviser (the Affiliated Money Market Funds).
     When a Fund purchases shares of another investment company, including an Affiliated Money Market Fund, the Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company and will be subject to the risks associated with the portfolio investments of the underlying investment company.
      Variable or Floating Rate Instruments. The Funds may invest in 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.
     For Rule 2a-7 purposes, a variable rate security, the principal amount of which is scheduled to be paid in more than 397 calendar days, that is subject to a demand feature, shall be deemed to have a maturity equal to the longer of the period remaining until the next readjustment of the interest rate or the period remaining until the principal amount can be recovered through demand. A floating rate security, the principal amount of which, in accordance with the terms of the security, must unconditionally be paid in 397 calendar days or less shall be deemed to have a maturity of one day.

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Investment Techniques
      Forward Commitments, When-Issued and Delayed Delivery Securities. Each Fund may purchase or sell securities on a forward commitment, when-issued or delayed-delivery basis.
     Forward commitments, when-issued or delayed-delivery basis means that delivery and payment take place in the future after the date of the commitment to purchase or sell the securities at a pre-determined price and/or yield. Settlement of such transactions normally occurs a month or more after the purchase or sale commitment is made. Typically, no interest accrues to the purchaser until the security is delivered. For funds other than money market funds, 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. For funds other than money market funds, a Fund may also enter into buy/sell back transactions (a form of delayed delivery agreement). In a buy/sell back transaction, a Fund enters a trade to sell securities at one price and simultaneously enters a trade to buy the same securities at another price for settlement at a future date. Although a Fund generally intends to acquire or dispose of securities on a forward commitment, when-issued or delayed delivery basis, a Fund may sell these securities or its commitment before the settlement date if deemed advisable.
     When purchasing a security on a forward commitment, when-issued or delayed-delivery basis, a Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuation, and takes such fluctuations into account when determining its net asset value. Securities purchased on a forward commitment, when-issued or delayed-delivery basis are subject to changes in value based upon the public’s perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. Accordingly, securities acquired on such a basis may expose a Fund to risks because they may experience such fluctuations prior to actual delivery. Purchasing securities on a forward commitment, when-issued or delayed delivery basis may involve the additional risk that the yield available in the market when the delivery takes place actually may be higher than that obtained in the transaction itself.
     Investment in these types of securities may increase the possibility that the Fund will incur short-term gains subject to federal taxation or short-term losses if the Fund must engage in portfolio transactions in order to honor its commitment. Until the settlement date, a Fund will segregate liquid assets of a dollar value sufficient at all times to make payment for the forward commitment, when-issued or delayed delivery transactions. Such segregated liquid assets will be marked-to-market daily, and the amount segregated will be increased if necessary to maintain adequate coverage of the delayed delivery commitments. No additional forward, when-issued or delayed delivery commitments will be made by a Fund if, as a result, more than 25% of the Fund’s total assets would become so committed. The delayed delivery securities, which will not begin to accrue interest or dividends until the settlement date, will be recorded as an asset of a Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed delivery securities is a liability of a Fund until settlement.
      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

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assets through the program (measured at the time of the last loan); and (3) an Invesco Fund may not lend more than 5% of its net assets to another Invesco Fund through the program (measured at the time of the loan). A Fund may participate in the program only if and to the extent that such participation is consistent with the Fund’s investment objective and investment policies. Interfund loans have a maximum duration of seven days. Loans may be called with one day’s notice and may be repaid on any day.
      Borrowing. The Funds may borrow money to the extent permitted under the Fund Policies. Such borrowings may be utilized (i) for temporary or emergency purposes; (ii) in anticipation of or in response to adverse market conditions; or, (iii) for cash management purposes. All borrowings are limited to an amount not exceeding 33 1/3% of a Fund’s total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that exceed this amount will be reduced within three business days to the extent necessary to comply with the 33 1/3% limitation even if it is not advantageous to sell securities at that time.
     If there are unusually heavy redemptions, a Fund may have to sell a portion of its investment portfolio at a time when it may not be advantageous to do so. Selling Fund securities under these circumstances may result in a lower net asset value per share or decreased dividend income, or both. Invesco and the Sub-Advisers believe that, in the event of abnormally heavy redemption requests, a Fund’s borrowing ability would help to mitigate any such effects and could make the forced sale of their portfolio securities less likely.
     The Funds may borrow from a bank, broker-dealer, or an Invesco Fund. Additionally, the Funds are permitted to temporarily carry a negative or overdrawn balance in their account with their custodian bank. To compensate the custodian bank for such overdrafts, the Funds may either (i) leave Funds as a compensating balance in their account so the custodian bank can be compensated by earning interest on such Funds; or (ii) compensate the custodian bank by paying it an agreed upon rate. A Fund may not purchase additional securities when any borrowings from banks or broker-dealers exceed 5% of the Fund’s total assets or when any borrowings from an Invesco Fund are outstanding.
      Repurchase Agreements. Each Fund may engage in repurchase agreement transactions. 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.

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     The Funds may invest their cash balances in joint accounts with other Invesco Funds for the purpose of investing in repurchase agreements with maturities not to exceed 60 days, and in certain other money market instruments with remaining maturities not to exceed 90 days. Repurchase agreements are considered loans by a Fund under the 1940 Act.
      Restricted and Illiquid Securities . Each Fund may invest up to 5% 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 approximately 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) For funds other than money market funds, OTC options contracts and certain other derivatives (including certain swap agreements); (3) fixed time deposits that are not subject to prepayment or that provide for withdrawal penalties upon prepayment (other than overnight deposits); (4) loan interests and other direct debt instruments; (5) municipal lease obligations; (6) commercial paper issued pursuant to Section 4 (2) of the Securities Act of 1933 (the 1933 Act); and (7) securities that are unregistered, that can be sold to qualified institutional buyers in accordance with Rule 144A under the 1933 Act, or that are exempt from registration under the 1933 Act or otherwise restricted under the federal securities laws. Generally only Liquid Assets Portfolio, STIC Prime Portfolio and Tax-Free Cash Reserve Portfolio will purchase Rule 144A securities;
     Limitations on the resale of restricted securities may have an adverse effect on their marketability, which may prevent a Fund from disposing of them promptly at reasonable prices. The Fund may have to bear the expense of registering such securities for resale, and the risk of substantial delays in effecting such registrations. A Fund’s difficulty valuing and selling illiquid securities may result in a loss or be costly to the Fund.
     If a substantial market develops for a restricted security or other illiquid investment held by a Fund, it may be treated as a liquid security, in accordance with procedures and guidelines approved by the Board. While Invesco monitors the liquidity of restricted securities on a daily basis, the Board oversees and retains ultimate responsibility for Invesco’s liquidity determinations. Invesco considers various factors when determining whether a security is liquid, including the frequency of trades, availability of quotations and number of dealers or qualified institutional buyers in the market.
      Reverse Repurchase Agreements. Each Fund may engage in reverse repurchase agreements.
     Reverse repurchase agreements are agreements that involve the sale of securities held by a Fund to financial institutions such as banks and broker-dealers, with an agreement that the Fund will repurchase the securities at an agreed upon price and date. During the reverse repurchase agreement period, the Fund continues to receive interest and principal payments on the securities sold. A Fund may employ reverse repurchase agreements (i) for temporary emergency purposes, such as to meet unanticipated net redemptions so as to avoid liquidating other portfolio securities during unfavorable market conditions; (ii) to cover short-term cash requirements resulting from the timing of trade settlements; or (iii) to take advantage of market situations where the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest expense of the transaction.
     Reverse repurchase agreements involve the risk that the market value of securities to be purchased by the Fund may decline below the price at which the Fund is obligated to repurchase the securities, or that the other party may default on its obligation, so that the Fund is delayed or

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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.
      Sale of Money Market Securities. The Funds do not seek profits through short-term trading and will generally hold portfolio securities to maturity. However, the Adviser and/or Sub-Adviser may seek to enhance the yield of the Fund by taking advantage of yield disparities that occur in the money markets. For example, market conditions frequently result in similar securities trading at different prices. Also, there frequently are differences in yields between various types of money market securities. The Adviser and/or Sub-Adviser may dispose of any portfolio security prior to its maturity if such disposition and reinvestment of proceeds are expected to enhance yield consistent with the Adviser’s and/or Sub-Adviser’s judgment as to desirable portfolio maturity structure. The Adviser and/or Sub-Adviser may also dispose of any portfolio security prior to maturity to meet redemption requests, and as a result of a revised credit evaluation of the issuer or other circumstances or considerations. This procedure may increase or decrease the Fund’s yield depending upon the Adviser’s and/or Sub-Adviser’s ability to correctly time and execute such transactions. The Fund’s policy of investing in securities with maturities of 397 days or less will result in high portfolio turnover. Since brokerage commissions are not normally paid on investments of the type made by the Fund, the high turnover should not adversely affect the Fund’s net income.
Fund Policies
      Fundamental Restrictions. Except as otherwise noted below, each Fund is subject to the following investment restrictions, which may be changed only by a vote of such Fund’s outstanding shares. Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of the Fund’s shares present at a meeting if the holders of more than 50% of the outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the Fund’s outstanding shares. Any investment restriction that involves a maximum or minimum percentage of securities or assets (other than with respect to borrowing) shall not be considered to be violated unless an excess over or a deficiency under the percentage occurs immediately after, and is caused by, an acquisition or disposition of securities or utilization of assets by the Fund.
     (1) The Fund 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.

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     (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, or (iii) bank instruments. In complying with this restriction, the Fund will not consider a bank-issued guaranty or financial guaranty insurance as a separate security.
     (5) The Fund may not purchase real estate or sell real estate unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from investing in issuers that invest, deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.
     (6) The Fund may not purchase physical commodities or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction does not prevent the Fund from engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities.
     (7) The Fund may not make personal loans or loans of its assets to persons who control or are under common control with the Fund, except to the extent permitted by 1940 Act Laws, Interpretations and Exemptions. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-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.
     (9) Tax-Free Cash Reserve Portfolio will limit its purchases of municipal securities to “First Tier” securities, as such term is defined from time to time in Rule 2a-7 under the 1940 Act.
     (10) Tax-Free Cash Reserve Portfolio’s assets will be invested so that at least 80% of the Fund’s income will be exempt from federal income taxes.
     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 will not, with respect to 100% 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 except as permitted by Rule 2a-7 under the 1940 Act, 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. For funds other than a money market fund, however, if the creating government or another entity guarantees a security, then to the extent that the value of all securities issued or guaranteed by that government or entity and owned by the Fund exceeds 10% of the Fund’s total assets, the guarantee would be considered a separate security and would be treated as issued by that government or entity. Securities issued or guaranteed by a bank or subject to financial guaranty insurance are not subject to the limitations set forth in the preceding sentence.
     (2) In complying with the fundamental restriction regarding 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.
     (3) 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 are secured by physical commodities.
     For funds other than a money market fund, 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, the Funds will interpret the fundamental restriction and the related non-fundamental restriction to permit the Funds, subject to each Fund’s investment objectives and general investment policies (as stated in the Funds’ prospectuses and herein), to invest directly in foreign currencies and other financial commodities and to purchase, sell or enter into commodity futures contracts and options thereon, foreign currency forward contracts, foreign currency options, currency-, commodity- and financial instrument-related swap agreements, hybrid instruments, interest rate or securities-related or foreign currency-related hedging instruments or other currency-, commodity - or financial instrument - related derivatives, subject to compliance with any applicable provisions of the federal securities or commodities laws. The Funds also will interpret their fundamental restriction regarding purchasing and selling physical commodities and their related non-fundamental

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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.
     (4) In complying with the fundamental restriction with regard to making loans, the Fund may lend up to 33 1/3% of its total assets and may lend money to an Invesco Fund, on such terms and conditions as the SEC may require in an exemptive order.
     (5) Notwithstanding the fundamental restriction with regard to investing all assets in an open-end fund, the Fund may not invest all of its assets in the securities of a single open-end management investment company with the same fundamental investment objectives, policies and restrictions as the Fund.
     (6) The Fund may not acquire any securities of registered unit investment trusts in reliance on sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.
     (7) The following applies:
          (a) Treasury Portfolio, Government & Agency Portfolio and Government TaxAdvantage Portfolio invests, under normal circumstances, at least 80% of their assets in direct obligations of the U.S. Treasury which include Treasury bills, notes and bonds, and in securities issued or guaranteed as to principal and interest by the U.S. Government or by its agencies and instrumentalities (agency securities). Treasury Portfolio and Government & Agency Portfolio may invest in the foregoing securities as well as repurchase agreements secured by those obligations.
          For purposes of the foregoing, “assets” means net assets, plus the amount of any borrowings for investment purposes. Each 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.
Policies and Procedures for Disclosure of Portfolio Holdings
     The Board has adopted policies and procedures with respect to the disclosure of the Fund’ 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 are provided below.
      Public release of portfolio holdings. The Fund make available to institutions that maintain accounts with the Fund, beneficial owners of the Fund’ shares and prospective investors (collectively, Qualified Persons) information regarding or derived from the Funds’ portfolio holdings. The Funds disclose the following holdings information on www.invesco.com /us 1 :
 
1   To locate the Funds’ portfolio holdings information go to http://www.invesco.com /us, click on the Products tab, then click on the Cash Management link, and log on to the Cash Management site. Once logged on, click on the Product Overview Quick Link on the lower left-hand side and select the applicable Fund. Links to the Funds’ holdings are located in the upper right side of this website page.

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    Approximate    
    Date of Website   Information Remains
Information
 
Posting
 
Available on Website
Weighted average maturity information; weighted average life information; thirty-day, seven-day and one-day yield information; daily dividend factor and total net assets
  Next business day   Until posting of the following business day’s information
 
       
Complete portfolio holdings, and information derived therefrom, as of month-end and any other period determined by the Advisor
  5 days after month-end or any other period, determined by the Advisor   Holdings will be posted for a period of not less than six months.
 
       
Complete portfolio holdings as of fiscal quarter-end
  60-70 days after fiscal quarter-end   For one year
     Qualified Persons may obtain access to the website, as well as the information noted above, by calling the distributor toll free at 1-800-659-1005, option 2. The Funds’ distributor’s vice president/sale and administration manager are authorized to determine whether any entity or individual is a Qualified Person or is acting on behalf of a Qualified Person, and to disclose portfolio information to such Qualified Person. If a beneficial owner who is not a record owner requests portfolio information, such information will be sent to the record owner for distribution to the beneficial owner. Existing shareholders can also obtain portfolio information (other than portfolio holdings) by calling the transfer agent toll free at 1-800-659-1005, option 1. Generally, employees of Invesco and its affiliates may not disclose such portfolio holdings until one day after they have been posted on www.invesco.com/us .
     Information concerning the Fund’s portfolio holdings as well as its dollar-weighted average portfolio maturity and dollar-weighted average life to maturity as of the last business day of the preceding month will be posted on its website no later than five business days after the end of the month and remain posted on the website for at least six months thereafter. In addition, the Fund will file monthly with the Securities and Exchange Commission portfolio holdings and other information about the Fund and its portfolio as of the last business day of the preceding month within five business days of the end of each month. This information will be made public 60 days following month-end.
      Selective disclosure of portfolio holdings pursuant to non-disclosure agreement. Employees of Invesco and its affiliates may disclose non-public full portfolio holdings on a selective basis only if the Internal Compliance Controls Committee (the ICCC) of Invesco approves the parties to whom disclosure of non-public full portfolio holdings will be made. The ICCC must determine that the proposed selective disclosure will be made for legitimate business purposes of the applicable Fund and is in the best interest of the applicable Fund’s shareholders. In making such determination, the ICCC will address any perceived conflicts of interest between shareholders of such Fund and Invesco or its affiliates as part of granting its approval.
     The Board exercises continuing oversight of the disclosure of Fund portfolio holdings by (1) overseeing the implementation and enforcement of the Holdings Disclosure Policy and the Invesco Funds Code of Ethics by the Chief Compliance Officer (or his designee) of Invesco and the Invesco Funds and (2) considering reports and recommendations by the Chief Compliance

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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 Portfolios and Invesco or its affiliates brought to the Board’s attention by Invesco.
     Invesco discloses non-public full portfolio holdings information to the following persons in connection with the day-to-day operations and management of the Invesco Funds:
    Attorneys and accountants;
 
    Securities lending agents;
 
    Lenders to the Invesco Funds;
 
    Rating and rankings agencies;
 
    Persons assisting in the voting of proxies;
 
    Invesco Funds’ custodians;
 
    The Invesco Funds’ transfer agent(s) (in the event of a redemption in kind);
 
    Pricing services, market makers, or other persons who provide systems or software support in connection with Invesco Funds’ operations (to determine the price of securities held by an Invesco Fund);
 
    Financial printers;
 
    Brokers identified by an 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 H 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 the Funds or other mutual fund or account managed by Invesco or one of its affiliates) for the selective disclosure of portfolio holdings information.
      Disclosure of certain portfolio holdings and related information without non-disclosure agreement. Invesco and its affiliates that provide services to the Funds, the Sub-Advisors 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 the Funds have 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 the Funds’ most recent month-end and therefore may not be reflected on the list of the Funds’ most recent month-

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end portfolio holdings disclosed on the website. Such views and statements may be made to various persons, including members of the press, brokers and other financial intermediaries that sell shares of the Funds, shareholders in the Funds, persons considering investing in the Funds 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 the Funds, including, but not limited to, how the Funds’ investments are divided among various sectors, industries, and countries, investment styles and capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond maturities, and 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 the Funds or their 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 the Funds may be based on the Funds’ most recent quarter-end portfolio as of the most recent quarter-end or the end of some other interim period, such as month-end. The portfolio commentary and statistical information may be provided to various persons, including those described in the preceding paragraph. The nature and content of the information provided to each of these persons may differ.
      Disclosure of portfolio holdings by traders. Additionally, employees of Invesco and its affiliates may disclose one or more of the portfolio securities of a Fund when purchasing and selling securities through broker-dealers, requesting bids on securities, obtaining price quotations on securities, or in connection with litigation involving the Invesco Funds’ portfolio securities. Invesco does not enter into formal Non-disclosure Agreements in connection with these situations; however, the Invesco Funds would not continue to conduct business with a person who Invesco believed was misusing the disclosed information.
      Disclosure of portfolio holdings of other Invesco-managed products. Invesco and its affiliates manage products sponsored by companies other than Invesco, including investment companies, offshore funds, and separate accounts. In many cases, these other products are managed in a similar fashion to certain Invesco Funds and thus have similar portfolio holdings. The sponsors of these other products managed by Invesco and its affiliates may disclose the portfolio holdings of their products at different times than Invesco discloses portfolio holdings for the Invesco Funds.
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.

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      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 Flanagan has been a member of the Board of Trustees of the Invesco Funds and their predecessor funds since 2007. Mr. Flanagan is president and chief executive officer of Invesco, Ltd., a position he has held since August 2005. He is also a member of the Board of Directors of Invesco, Ltd.
     Mr. Flanagan joined Invesco, Ltd. from Franklin Resources, Inc., where he was president and co-chief executive officer from January 2004 to July 2005. Previously he had been Franklin’s co-president from May 2003 to January 2004, chief operating officer and chief financial officer from November 1999 to May 2003, and senior vice president and chief financial officer from 1993 until November 1999.
     Mr. Flanagan served as director, executive vice president and chief operating officer of Templeton, Galbraith & Hansberger, Ltd. before its acquisition by Franklin in 1992. Before joining Templeton in 1983, he worked with Arthur Anderson & Co.
     Mr. Flanagan is a chartered financial analyst and a certified public accountant. He serves as vice chairman of the Investment Company Institute and is a member of the executive board at the SMU Cox School of Business.
     The Board believes that Mr. Flanagan’s long experience as an executive in the investment management area benefits the Funds.
Philip A. Taylor, Trustee
     Philip Taylor has been a member of the Board of the Invesco Funds and their predecessor funds since 2006. Mr. Taylor has been the head of Invesco’s North American retail business as Senior Managing Director since April 2006. He previously served as chief executive officer of Invesco Trimark Investments since January 2002.
     Mr. Taylor joined Invesco in 1999 as senior vice president of operations and client services and later became executive vice president and chief operating officer.
     Mr. Taylor was president of Canadian retail broker Investors Group Securities from 1994 to 1997 and managing partner of Meridian Securities, an execution and clearing broker, from 1989 to 1994. He held various management positions with Royal Trust, now part of Royal Bank of Canada, from 1982 to 1989. He began his career in consumer brand management in the U.S. and Canada with Richardson-Vicks, now part of Procter & Gamble.
     The Board believes that Mr. Taylor’s long experience in the investment management business benefits the Funds.
Wayne W. Whalen, Trustee
     Mr. Whalen has been a member of the Board of Trustees since 2010.

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     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
     Mr. Arch has been a member of the Board of Trustees since 2010.
     Currently, Mr. Arch is the Chairman and Chief Executive Officer of Blistex, Inc., a consumer health care products manufacturer. Mr. Arch is a member of the Heartland Alliance Advisory Board, a nonprofit organization serving human needs based in Chicago and member of the Board of the Illinois Manufacturers’ Association. Mr. Arch is also a member of the Board of Visitors, Institute for the Humanities, University of Michigan. From 1984 to 2010, Mr. Arch served as Director or Trustee of investment companies in the Van Kampen Funds complex.
     The Board believes that Mr. Arch’s experience as the CEO of a public company and his experience with investment companies benefits the Funds.
Bob R. Baker, Trustee
     Bob R. Baker has been a member of the Board of Trustees of the Invesco Funds and their predecessor funds since 1982.
     Mr. Baker currently is Manager, USA Signs International LLC and China Consulting Connection LLC. Previously, Mr. Baker was president and chief executive officer of AMC Cancer Research Center in Denver, CO. He previously served as Chief Executive Officer and Chairman, First Columbia Financial Corporation and its operating subsidiaries, based in Englewood, CO.
     The Board believes that Mr. Baker’s experience as the CEO of a financial institution and familiarity with the financial services industry benefits the Funds.
Frank S. Bayley, Trustee
     Frank S. Bayley has been a member of the Board of Trustees of the Invesco Funds and its predecessor funds since 1985. Mr. Bayley is a business consultant in San Francisco. He is Chairman and a Director of the C. D. Stimson Company, a private investment company in Seattle.
     Mr. Bayley serves as a Trustee of the Seattle Art Museum, a Trustee of San Francisco Performances, and a Trustee and Overseer of The Curtis Institute of Music in Philadelphia. He also serves on the East Asian Art Committee of the Philadelphia Museum of Art and the Visiting Committee for Art of Asia, Oceana and Africa of the Museum of Fine Arts, Boston.
     Mr. Bayley is a retired partner of the international law firm of Baker & McKenzie LLP, where his practice focused on business acquisitions and venture capital transactions. Prior to

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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 of the Invesco Funds and their predecessor funds 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 the Managing Member of Grumman Hill Group LLC, a family office private equity investment manager.
     The Board believes that Mr. Bunch’s experience as an investment banker and investment management lawyer benefits the Funds.
Bruce K. Crockett, Trustee and Chair
     Bruce L. Crockett has been a member of the Board of Trustees of the Invesco Funds since 1978, and has served as Independent Chair of the Board of Trustees since 2004.
     Mr. Crockett has more than 30 years of experience in finance and general management in the banking, aerospace and telecommunications industries. From 1992 to 1996, he served as president, chief executive officer and a director of COMSAT Corporation, an international satellite and wireless telecommunications company.
     Mr. Crockett has also served, since 1996, as chairman of Crockett Technologies Associates, a strategic consulting firm that provides services to the information technology and communications industries. Mr. Crockett also serves on the Board of Directors of ACE Limited, a Zurich-based insurance company. He is a life trustee of the University of Rochester Board of Directors.

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     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
     Mr. Dammeyer has been a member of the Board of Trustees since 2010.
     Since 2001, Mr. Dammeyer has been President of CAC, LLC, a private company offering capital investment and management advisory services. Previously, Mr. Dammeyer served as Managing Partner at Equity Group Corporate Investments; Chief Executive Officer of Itel Corporation; Senior Vice President and Chief Financial Officer of Household International, Inc.; and Executive Vice President and Chief Financial Officer of Northwest Industries, Inc.
     Mr. Dammeyer was a Partner of Arthur Andersen & Co., an international accounting firm.
     Mr. Dammeyer currently serves as a Director of Quidel Corporation and Stericycle, Inc. Previously, Mr. Dammeyer has served as a Trustee of The Scripps Research Institute; and a Director of Ventana Medical Systems, Inc.; GATX Corporation; TheraSense, Inc.; TeleTech Holdings Inc.; and Arris Group, Inc.
     From 1987 to 2010, Mr. Dammeyer served as Director or Trustee of investment companies in the Van Kampen Funds complex.
     The Board believes that Mr. Dammeyer’s experience in executive positions at a number of public companies, his accounting experience and his experience serving as a director of investment companies benefits the Funds.
Albert R. Dowden, Trustee
     Albert R. Dowden has been a member of the Board of Trustees of the Invesco Funds and their predecessor funds since 2000.
     Mr. Dowden retired at the end of 1998 after a 24 -year career with Volvo Group North America, Inc. and Volvo Cars of North America, Inc. Mr. Dowden joined Volvo as general counsel in 1974 and was promoted to increasingly senior positions until 1991 when he was appointed president, chief executive officer and director of Volvo Group North America and senior vice president of Swedish parent company AB Volvo.
     Since retiring, Mr. Dowden continues to serve on the board of the Reich & Tang Funds and also serves on the boards of Homeowners of America Insurance Company and its parent company, as well as Nature’s Sunshine Products, Inc. and The Boss Group. Mr. Dowden’s charitable endeavors currently focus on Boys & Girls Clubs where he has been active for many years, as well as several other not-for-profit organizations.
     Mr. Dowden began his career as an attorney with a major international law firm, Rogers & Wells (1967-1976), which is now Clifford Chance.
     The Board believes that Mr. Dowden’s extensive experience as a corporate executive benefits the Funds.
Jack M. Fields, Trustee

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     Jack M. Fields has been a member of the Board of Trustees of the Invesco Funds since 1997.
     Mr. Fields served as a member of Congress, representing the 8 th Congressional District of Texas from 1980 to 1997. As a member of Congress, Mr. Fields served as Chairman of the House Telecommunications and Finance Subcommittee, which has jurisdiction and oversight of the Federal Communications Commission and the Securities and Exchange Commission. Mr. Fields co-sponsored the National Securities Markets Improvements Act of 1996, and played a leadership role in enactment of the Securities Litigation Reform Act.
     Mr. Fields currently serves as Chief Executive Officer of the Twenty-First Century Group in Washington, D.C., a bipartisan Washington consulting firm specializing in Federal government affairs.
     Mr. Fields also serves as a Director of Administaff (NYSE: ASF), a premier professional employer organization with clients nationwide. In addition, 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 of the Invesco Funds and their predecessor funds since 1977. Mr. Frischling is senior partner of the Financial Services Group of Kramer Levin, a law firm that represents the Funds’ independent trustees. He is a pioneer in the field of bank-related mutual funds and has counseled clients in developing and structuring comprehensive mutual fund complexes. Mr. Frischling also advises mutual funds and their independent directors/trustees on their fiduciary obligations under federal securities laws.
     Prior to his practicing law, he was chief administrative officer and general counsel of a large mutual fund complex that included a retail and institutional sales force, investment counseling and an internal transfer agent. During his ten years with the organization, he developed business expertise in a number of areas within the financial services complex. He served on the Investment Company Institute Board and was involved in ongoing matters with all of the regulatory areas overseeing this industry.
     Mr. Frischling is a board member of the Mutual Fund Director’s Forum. He also serves as a trustee of the Reich & Tang Funds, a registered investment company. Mr. Frischling serves as a Trustee of the Yorkville Youth Athletic Association and is a member of the Advisory Board of Columbia University Medical Center.
     The Board believes that Mr. Frischling’s experience as an investment management lawyer, and his long involvement with investment companies benefits the Funds.
Dr. Prema Mathai-Davis Trustee

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     Prema Mathai-Davis has been a member of the Board of Trustee of the Invesco Funds and their predecessor funds 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 of the Invesco Funds and their predecessor funds and its predecessor since 1997.
     Formerly, Dr. Soll was chairman of the board (1987 to 1994), chief executive officer (1982 to 1989; 1993 to 1994), and president (1982 to 1989) of Synergen Corp., a biotechnology company, in Boulder, CO. He was also a faculty member at the University of Colorado (1974-1980).
     The Board believes that Dr. Soll’s experience as a chairman of a public company and in academia benefits the Fund.
Hugo F. Sonnenschein, Trustee
     Mr. Sonnenschein has been a member of the Board of Trustees since 2010.
     Mr. Sonnenschein is the President Emeritus and Honorary Trustee of the University of Chicago and the Adam Smith Distinguished Service Professor in the Department of Economics at the University of Chicago. Until July 2000, Mr. Sonnenschein served as President of the University of Chicago.
     Mr. Sonnenschein is a Trustee of the University of Rochester and a member of its investment committee. He is also a member of the National Academy of Sciences and the American Philosophical Society, and a Fellow of the American Academy of Arts and Sciences. From 1994 to 2010, Mr. Sonnenschein served as Director or Trustee of investment companies in the Van Kampen Funds complex.

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     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
     Mr. Stickel has been a member of the Board of Trustees of the Invesco Funds and their predecessor funds 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 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 and approving the terms of their contracts with the Funds, and exercising general oversight of these service providers on an ongoing basis.
     Certain trustees and officers of the Trust are affiliated with Invesco and Invesco Ltd., the parent corporation of Invesco. All of the Trust’s executive officers hold similar offices with some or all of the other Funds.
      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,

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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.
      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

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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’ investment adviser and certain other affiliated entities; (v) review the audit and tax plans prepared by the independent registered public accountants; (vi) review the Funds’ audited financial statements; (vii) review the process that management uses to evaluate and certify disclosure controls and procedures in Form N-CSR; (viii) review the process for preparation and review of the Funds’ shareholder reports; (ix) review certain tax procedures maintained by the Funds; (x) review modified or omitted officer certifications and disclosures; (xi) review any internal audits of the Funds; (xii) establish procedures regarding questionable accounting or auditing matters and other alleged violations; (xiii) set hiring policies for employees and proposed employees of the Funds who are employees or former employees of the independent registered public accountants; and (xiv) remain informed of (a) the Funds’ accounting systems and controls, (b) regulatory changes and new accounting pronouncements that affect the Funds’ net asset value calculations and financial statement reporting requirements, and (c) communications with regulators regarding accounting and financial reporting matters that pertain to the Funds. During the fiscal year ended August 31, 2011, the Audit Committee held seven meetings.
     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. During the fiscal year ended August 31, 2011, the Compliance Committee held six meetings.

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     The members of the Governance Committee are Messrs. Arch, Bob R. Baker, Crockett, Dowden (Chair), Jack M. 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 administrative and/or logistical matters pertaining to the operations of the Board. During the fiscal year ended August 31, 2011, the Governance Committee held six meetings.
     The Governance Committee will consider nominees recommended by a shareholder to serve as trustees, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which trustees will be elected; and (ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. Notice procedures set forth in the Trust’s bylaws require that any shareholder of a Fund desiring to nominate a trustee for election at a shareholder meeting must submit to the Trust’s Secretary the nomination in writing not later than the close of business on the later of the 90 th day prior to such shareholder meeting or the tenth day following the day on which public announcement is made of the shareholder meeting and not earlier than the close of business on the 120 th day prior to the shareholder meeting.
     The members of the Investments Committee are Messrs. Arch, Baker, Bayley (Chair), Bunch (Vice Chair), Crockett, Dammeyer, Dowden, Fields, Martin L. Flanagan, Frischling, Sonnenschein (Vice Chair), Stickel, Philip A. Taylor, Wayne W. Whalen and Drs. Mathai-Davis (Vice Chair) and Soll. The Investments Committee’s primary purposes are to: (i) assist the Board in its oversight of the investment management services provided by Invesco Ltd. and the Sub-Advisers; and (ii) review all proposed and existing advisory and sub-advisory arrangements for the Funds, and to recommend what action the full Boards and the independent trustees take regarding the approval of all such proposed arrangements and the continuance of all such existing arrangements. During the fiscal year ended August 31, 2011, the Investments Committee held six meetings.
     The Investments Committee has established three Sub-Committees. The Sub-Committees are responsible for: (i) reviewing the performance, fees and expenses of the Funds that have been assigned to a particular Sub-Committee (for each Sub-Committee, the Designated Funds), unless the Investments Committee takes such action directly; (ii) reviewing with the applicable portfolio managers from time to time the investment objective(s), policies, strategies and limitations of the Designated Funds; (iii) evaluating the investment advisory, sub-advisory and distribution arrangements in effect or proposed for the Designated Funds, unless the Investments Committee takes such action directly; (iv) being familiar with the registration statements and periodic shareholder reports applicable to their Designated Funds; and (v) such

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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 Funds; and (b) to make regular reports to the full Boards of the Invesco Funds.
     The Valuation, Distribution and Proxy Oversight Committee is responsible for: (a) with regard to valuation, (i) developing an understanding of the valuation process and the Pricing Procedures, (ii) reviewing the Pricing Procedures and making recommendations to the full Board with respect thereto, (iii) reviewing the reports described in the Pricing Procedures and other information from Invesco Ltd. regarding fair value determinations made pursuant to the Pricing Procedures by Invesco’s internal valuation committee and making reports and recommendations to the full Board with respect thereto, (iv) receiving the reports of Invesco’s internal valuation committee requesting approval of any changes to pricing vendors or pricing methodologies as required by the Pricing Procedures and the annual report of Invesco Ltd. evaluating the pricing vendors, approving changes to pricing vendors and pricing methodologies as provided in the Pricing Procedures, and recommending annually the pricing vendors for approval by the full Board; (v) upon request of Invesco, assisting Invesco’s internal valuation committee or the full Board in resolving particular fair valuation issues; (vi) reviewing the reports described in the Procedures for Determining the Liquidity of Securities (the Liquidity Procedures) and other information from Invesco Ltd. regarding liquidity determinations made pursuant to the Liquidity Procedures by Invesco Ltd. and making reports and recommendations to the full Board with respect thereto, and (vii) overseeing actual or potential conflicts of interest by investment personnel or others that could affect their input or recommendations regarding pricing or liquidity issues; (b) with regard to distribution; (b) with regard to distribution and marketing, (i) developing an understanding of mutual fund distribution and marketing channels and legal, regulatory and market developments regarding distribution, (ii) reviewing periodic distribution and marketing determinations and annual approval of distribution arrangements and making reports and recommendations to the full Board with respect thereto, and (iii) reviewing other information from the principal underwriters to the Invesco Funds regarding distribution and marketing of the Invesco Funds and making recommendations to the full Board with respect thereto; and (c) with regard to proxy voting, (i) overseeing the implementation of the Proxy Voting Guidelines (the Guidelines) and the Proxy Policies and Procedures (the Proxy Procedures) by Invesco Ltd. and the Sub-Advisers, reviewing the Quarterly Proxy Voting Report and making recommendations to the full Board with respect thereto, (ii) reviewing the Guidelines and the Proxy Procedures and information provided by Invesco Ltd. and the Sub-Advisers regarding industry developments and best practices in connection with proxy voting and making recommendations to the full Board with respect thereto, and (iii) in implementing its responsibilities in this area, assisting Invesco Ltd. in resolving particular proxy voting issues. The Valuation, Distribution and Proxy Oversight Committee was formed effective January 1, 2008. It succeeded the Valuation Committee which existed prior to 2008. During the fiscal year ended August 31, 2011, the Valuation, Distribution and Proxy Oversight Committee held six meetings.

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     The members of the Special Market Timing Litigation Committee are Messrs. Bayley, Bunch (Chair), Crockett and Dowden (Vice Chair). The Special Market Timing Litigation Committee is responsible: (i) for receiving reports from time to time from management, counsel for management, counsel for the Invesco Funds and special counsel for the independent trustees, as applicable, related to (a) the civil lawsuits, including purported class action and shareholder derivative suits, that have been filed against Funds concerning alleged excessive short term trading in shares of the Invesco Funds (market timing) and (b) the civil enforcement actions and investigations related to market timing activity in the Invesco Funds that were settled with certain regulators, including without limitation the SEC, the New York Attorney General and the Colorado Attorney General, and for recommending to the independent trustees what actions, if any, should be taken by the Invesco Funds in light of all such reports; (ii) for overseeing the investigation(s) on behalf of the independent trustees by special counsel for the independent trustees and the independent trustees’ financial expert of market timing activity in the Invesco Funds, and for recommending to the independent trustees what actions, if any, should be taken by the Invesco Funds in light of the results of such investigation(s); (iii) for (a) reviewing the methodology developed by Invesco Ltd.’s Independent Distribution Consultant (the Distribution Consultant) for the monies ordered to be paid under the settlement order with the SEC, and making recommendations to the independent trustees as to the acceptability of such methodology and (b) recommending to the independent trustees whether to consent to any firm with which the Distribution Consultant is affiliated entering into any employment, consultant, attorney-client, auditing or other professional relationship with Invesco, or any of its present or former affiliates, directors, officers, employees or agents acting in their capacity as such for the period of the Distribution Consultant’s engagement and for a period of two years after the engagement; and (iv) for taking reasonable steps to ensure that any Invesco Fund which the Special Market Timing Litigation Committee determines was harmed by improper market timing activity receives what the Special Market Timing Litigation Committee deems to be full restitution. During the fiscal year ended August 31, 2011, the Special Market Timing Litigation Committee held three meeting.
Trustee Ownership of Fund Shares
     The dollar range of equity securities beneficially owned by each trustee (i) in the Funds and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the Invesco Funds complex, is set forth in Appendix C.
Compensation
     Each trustee who is not affiliated with Invesco is compensated for his or her services according to a fee schedule that recognizes the fact that such trustee also serves as a trustee of other Invesco Funds. Each such trustee receives a fee, allocated among the Invesco Funds for which he or she serves as a trustee that consists of an annual retainer component and a meeting fee component. The Chair of the Board and Chairs and Vice Chairs of certain committees receive additional compensation for their services. Information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with Invesco during the year ended December 31, 2010 is found in Appendix D. Appendix D also provides information regarding compensation paid to Russell Burk, the Funds Senior Vice President and Senior Officer, during the year ended December 31, 2010.
Retirement Plan For Trustees
     The trustees have adopted a retirement plan secured by the Funds for the trustees of the Trust who are not affiliated with Invesco. The trustees also have adopted a retirement policy that

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permits each non-Invesco-affiliated trustee to serve until December 31 of the year in which the trustee turns 75. A majority of the trustees may extend from time to time the retirement date of a trustee.
     Annual retirement benefits are available to each non-Invesco-affiliated trustee of the Trust and/or the other Invesco Funds (each, a Covered Fund) who became a trustee prior to December 1, 2008 and has at least five years of credited service as a trustee (including service to a predecessor fund) for a Covered Fund. Effective January 1, 2006, for retirements after December 31, 2005, the retirement benefits will equal 75% of the trustee’s annual retainer paid to or accrued by any Covered Fund with respect to such trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and the trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the trustee or deferred. The annual retirement benefit is payable in quarterly installments for a number of years equal to the lesser of (i) sixteen years or (ii) the number of such trustee’s credited years of service. If a trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased trustee’s designated beneficiary for the same length of time that the trustee would have received the payments based on his or her service or if the trustee has elected, in a discounted lump sum payment. A trustee must have attained the age of 65 (60 in the event of death or disability) to receive any retirement benefit. A trustee may make an irrevocable election to commence payment of retirement benefits upon retirement from the Board before age 72; in such a case, the annual retirement benefit is subject to a reduction for early payment.
Deferred Compensation Agreements
     Messrs. Crockett, Edward K. Dunn (a former trustee), Fields and Frischling and Drs. Mathai-Davis and Soll (for purposes of this paragraph only, the Deferring Trustees) have each executed a 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.
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

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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.
     The Board has delegated responsibility for decisions regarding proxy voting for securities held by each Fund to the Adviser, including as appropriate, separately to Invesco Institutional:
     
Fund   Adviser
Liquid Assets Portfolio
  Invesco Institutional— a division of Invesco
STIC Prime Portfolio
  Invesco Institutional— a division of Invesco
Treasury Portfolio
  Invesco Institutional— a division of Invesco
Government & Agency Portfolio
  Invesco Institutional— a division of Invesco
Government TaxAdvantage Portfolio
  Invesco Institutional— a division of Invesco
Tax-Free Cash Reserve Portfolio
  Invesco Institutional— a division of Invesco
     Invesco (the Proxy Voting Entity) will vote such proxies in accordance with the proxy policies and procedures, as outlined above, which have been reviewed and approved by the Board, and which 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 12 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 website, http://www.sec.gov.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
     Information about the ownership of each class of the Funds’ shares by beneficial or record owners of such Fund and by trustees and officers as a group is found in Appendix F. A shareholder who owns beneficially 25% or more of the outstanding shares of a Fund is presumed to “control” that Fund.
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser
     Invesco serves as the Funds’ investment adviser. The Adviser 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’

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day-to-day management. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser since 1976. Invesco is an indirect, wholly owned subsidiary of Invesco Ltd. Invesco Ltd. and its subsidiaries are an independent global investment management group. Certain of the directors and officers of Invesco are also executive officers of the Trust and their affiliations are shown under “Management Information” herein.
     As investment adviser, Invesco supervises all aspects of the Funds’ operations and provides investment advisory services to the Funds. Invesco obtains and evaluates economic, statistical and financial information to formulate and implement investment programs for the Funds. The Master Investment Advisory Agreement (Advisory Agreement) provides that, in fulfilling its responsibilities, Invesco may engage the services of other investment managers with respect to one or more of the Funds. The investment advisory services of Invesco are not exclusive and Invesco is free to render investment advisory services to others, including other investment companies.
     Invesco is also responsible for furnishing to the Funds, at Invesco’s expense, the services of persons believed to be competent to perform all supervisory and administrative services required by the Funds, which in the judgment of the trustees, are necessary to conduct the respective businesses of the Funds effectively, as well as the offices, equipment and other facilities necessary for their operations. Such functions include the maintenance of each Fund’s accounts and records, and the preparation of all requisite corporate documents such as tax returns and reports to the SEC and shareholders.
     The Advisory Agreement provides that each Fund will pay or cause to be paid all expenses of such Fund not assumed by Invesco, including, without limitation: brokerage commissions, taxes, legal, auditing or governmental fees, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of 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 the Master Investment Advisory Agreement with the Trust, Invesco receives a monthly fee from the Funds calculated at the following annual rates, based on the average daily net assets of the Funds during the year. Each Fund allocates advisory fees to a class based on the relative net assets of each class.
                 
Fund Name   Net Assets   Annual Rate
Liquid Assets Portfolio
  All Assets     0.15 %
STIC Prime Portfolio
  All Assets     0.15 %
Treasury Portfolio
  All Assets     0.15 %
Government & Agency Portfolio
  All Assets     0.10 %
Government TaxAdvantage Portfolio
  First $250 million     0.20 %
 
  Over $250 million to $500 million     0.15 %
  Amount over $500 million     0.10 %
Tax-Free Cash Reserve Portfolio
  First $500 million     0.25 %
  Amount over $500 million     0.20 %

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     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.
     For Government TaxAdvantage Portfolio, STIC Prime Portfolio and Treasury Portfolio, 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 the Funds’ 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 December 31, 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) for the following Funds’ shares:
         
Fund   Expense Limitation
Government & Agency Portfolio
       
Cash Management Class
    0.22 % 1
Corporate Class
    0.17 %
Institutional Class
    0.14 %
Personal Investment Class
    0.69 % 1
Private Investment Class
    0.44 % 1
Reserve Class
    1.01 % 1
Resource Class
    0.30 % 1
 
Government TaxAdvantage Portfolio
       
Cash Management Class
    0.22 % 1
Corporate Class
    0.17 %
Institutional Class
    0.14 %
Personal Investment Class
    0.69 % 1
Private Investment Class
    0.39 % 1
Reserve Class
    1.01 % 1
Resource Class
    0.30 % 1
 
Liquid Assets Portfolio
       
Cash Management Class
    0.22 % 1
Corporate Class
    0.17 %
Institutional Class
    0.14 %
Personal Investment Class
    0.69 % 1
Private Investment Class
    0.44 % 1
Reserve Class
    1.01 % 1
Resource Class
    0.34 % 1
 
1   The expense limit shown is the expense limit after 12b-1 fee waivers.

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Fund   Expense Limitation
STIC Prime Portfolio
       
Cash Management Class
    0.22 % 1
Corporate Class
    0.17 %
Institutional Class
    0.14 %
Personal Investment Class
    0.69 % 1
Private Investment Class
    0.44 % 1
Reserve Class
    1.01 % 1
Resource Class
    0.30 % 1
 
Tax-Free Cash Reserve Portfolio
       
Cash Management Class
    0.33 % 1
Corporate Class
    0.28 %
Institutional Class
    0.25 %
Personal Investment Class
    0.80 % 1
Private Investment Class
    0.50 % 1
Reserve Class
    1.12 % 1
Resource Class
    0.41 % 1
 
Treasury Portfolio
       
Cash Management Class
    0.22 % 1
Corporate Class
    0.17 %
Institutional Class
    0.14 %
Personal Investment Class
    0.69 % 1
Private Investment Class
    0.44 % 1
Reserve Class
    1.01 % 1
Resource Class
    0.30 % 1
 
1   The expense limit shown is the expense limit after 12b-1 fee waivers.
     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 Advisers, Inc. mutually agree to amend or continue the fee waiver agreement, it will terminate on December 31, 2012.
     The management fees payable by each Fund, the amounts waived by Invesco and the net fees paid by each Fund for the last three fiscal years ended August 31 are found in Appendix G.
Investment Sub-Advisers
     Invesco has entered into a Sub-Advisory Agreement with certain affiliates to serve as sub-advisers to each Fund, pursuant to which these affiliated sub-advisers may be appointed by Invesco from time to time to provide discretionary investment management services, investment

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advice, and/or order execution services to the Funds. These affiliated sub-advisers, each of which is a registered investment adviser under the Investment Advisers Act of 1940 are:
Invesco Asset Management Deutschland Gmbh (Invesco Deutschland)
Invesco Asset Management Limited (Invesco Asset Management)
Invesco Asset Management (Japan) Limited (Invesco Japan)
Invesco Australia Limited (Invesco Australia)
Invesco Hong Kong Limited (Invesco Hong Kong)
Invesco Senior Secured Management, Inc. (Invesco Senior Secured)
Invesco Canada Ltd. (Invesco Canada); (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.
Marketing Support and Administrative Support Payments
     Invesco, Invesco Distributors, or one of their affiliates (“Invesco Affiliates”) may, from time to time, at their expense out of their own financial resources make cash payments to financial intermediaries that sell shares of the Invesco Funds or provide promotional and/or sales support on behalf of Invesco and Invesco Distributors with respect to the Invesco Funds. Financial intermediaries receiving marketing support payments may agree to provide a variety of services and activities that benefit Invesco and its affiliates, such as including the Invesco Funds on a preferred or select sales list or in other sales programs, providing access to the financial intermediaries’ registered representatives, providing assistance in training and education of personnel, providing marketing support, and other services. In addition, Invesco Affiliates may, from time to time, at their expense out of their own financial resources make cash payments to financial intermediaries that provide administrative services to their customers. These administrative support payments may be made for recordkeeping, sub-accounting, sub-transfer agency, shareholder processing and similar services.
     Marketing and administrative support payments are in addition to any fees paid by an Invesco Fund, including Rule 12b-1 fees. Marketing and administrative support payments, whether a fixed payment or calculated as a percentage of assets attributable to a financial intermediary in a given Invesco Fund, may be different for different financial intermediaries, and shall not exceed 0.25% of the average daily net assets of all shares attributable to the financial intermediary in any Invesco Fund during a particular period. Moreover, where financial intermediaries provide services to the Invesco Funds or an Invesco Affiliate, the costs of providing the services and the package of services provided may differ. The Invesco Affiliates do not make

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an independent assessment of the cost of such services. A list of financial intermediaries to whom Invesco Affiliates paid marketing and/or administrative support payments during the prior calendar year is attached hereto as Appendix H. This list may not be current and changes over time.
     These payments could be significant to the financial intermediaries and may create an incentive for a financial intermediary to recommend or sell shares of the Invesco Funds to its customers, thereby increasing the assets in the Invesco Funds. Please contact your financial intermediary for details about any payments they or their firm may receive in connection with the sale of Fund shares or the provision of services to the Funds.
Service Agreements
      Administrative Services Agreement. Invesco and the Trust have entered into a Master Administrative Services Agreement (Administrative Services Agreement) pursuant to which Invesco may perform or arrange for the provision of certain accounting and other administrative services to each Fund which are not required to be performed by Invesco under the Advisory Agreement. The Administrative Services Agreement provides that it will remain in effect and continue from year to year only if such continuance is specifically approved at least annually by the Board, including the independent trustees, by votes cast in person at a meeting called for such purpose. Under the Administrative Services Agreement, Invesco is entitled to receive from the Funds reimbursement of its costs or such reasonable compensation as may be approved by the Board. Currently, Invesco is reimbursed for the services of the Trust’s principal financial officer and her staff and any expenses related to fund accounting services.
     Administrative services fees paid to Invesco by each Fund for the last three fiscal years ended August 31 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, 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 shares of the Funds, the TA Agreement provides that the Trust, on behalf of the Funds, will pay Invesco Investment Services an asset-based fee. Invesco Investment Services may impose certain copying charges for requests for copies of shareholder account statements and other historical account information older than the current year and the immediately preceding year.
      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 Canada for these services. Rather, Invesco Canada is compensated by Invesco Investment Services as a sub-contractor.

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      Custodian. The Bank of New York Mellon (the Custodian), 2 Hanson Place, Brooklyn, New York 11217-1431, is custodian of all securities and cash of the Funds.
     Under its contract with the Trust, the Custodian maintains the portfolio securities of the Funds, administers the purchases and sales of portfolio securities, collects interest and dividends and other distributions made on the securities held in the portfolios of the Funds and performs other ministerial duties. These services do not include any supervisory function over management or provide any protection against any possible depreciation of assets.
      Independent Registered Public Accounting Firm . The Funds’ independent registered public accounting firm is responsible for auditing the financial statements of the Funds. The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP, 1201 Louisiana, Suite 2900, Houston, Texas 77002, as the independent registered public accounting firm to audit the financial statements of the Funds. Such appointment was ratified and approved by the Board.
      Counsel to the Trust . Legal matters for the Trust have been passed upon by Stradley Ronon Stevens & Young, LLP, 2600 One Commerce Square, Philadelphia, Pennsylvania 19103.
BROKERAGE ALLOCATION AND OTHER PRACTICES
     The Sub-Advisers have adopted compliance procedures that cover, among other items, brokerage allocation and other trading practices. If all or a portion of a Fund’s assets are managed by one or more Sub-Advisers, the decision to buy and sell securities and broker selection will be made by the Sub-Adviser for the assets it manages. Unless specifically noted, the Sub-Advisers brokerage allocation procedures do not materially differ from Invesco’s procedures.
Brokerage Transactions
     Placing trades generally involves acting on portfolio manager instructions to buy or sell a specified amount of portfolio securities, including selecting one or more third-party broker-dealers to execute the trades, and negotiating commissions and spreads. Various Invesco Ltd. subsidiaries have created a global equity trading desk. The global equity trading desk has assigned local traders in three regions to place equity securities trades in their regions. The Atlanta trading desk of Invesco (the Americas Desk) generally places trades of equity securities in Canada, the U.S., Mexico and Brazil; the Hong Kong desk of Invesco Hong Kong (the Hong Kong Desk) generally places trades of equity securities in Australia, China, Hong Kong, Indonesia, Japan, Korea, Malaysia, New Zealand, the Philippines, Singapore, Taiwan, Thailand, and other far Eastern countries; and the London trading desk of Invesco Global Investment Funds Limited (the London Desk) generally places trades of equity securities in European Economic Area markets, Egypt, Israel, Russia, South Africa, Switzerland, Turkey, and other European countries. Invesco, Invesco Deutschland and Invesco Hong Kong use the global equity trading desk to place equity trades. Other Sub-Advisers may use the global equity trading desk in the future. The trading procedures for the Americas Desk, the Hong Kong Desk and the London Desk are similar in all material respects.
     References in the language below to actions by Invesco or a Sub-Adviser (other than Invesco Trimark or Invesco 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

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Sub-Advisers that delegate trading is responsible for oversight of this trading activity.
     Invesco or the Sub-Advisers make decisions to buy and sell securities for each Fund, selects broker-dealers (each, a Broker), effects the Funds’ investment portfolio transactions, allocates brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on transactions. Invesco’s and the Sub-Advisers’ primary consideration in effecting a security transaction is to obtain best execution, which is defined as prompt and efficient execution of the transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which are reasonable in relation to the value of the brokerage services provided by the Broker. While Invesco or the Sub-Advisers seek reasonably competitive commission rates, the Funds may not pay the lowest commission or spread available. See “Broker Selection” below.
     Some of the securities in which the Funds invest are traded in over-the-counter markets. Portfolio transactions in such markets may be effected on a principal basis at net prices without commissions, but which include compensation to the Broker in the form of a mark-up or mark-down, or on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker, including electronic communication networks. Purchases of underwritten issues, which include initial 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.
Commissions
     There were no brokerage commissions paid by the Funds for the last three fiscal years ended August 31.
     The Funds may engage in certain principal and agency transactions with banks and their affiliates that own 5% or more of the outstanding voting securities of an Invesco Fund, provided the conditions of an exemptive order received by the Invesco Funds from the SEC are met. In addition, a Fund may purchase or sell a security from or to certain other Invesco Funds or other accounts (and may invest in the Affiliated Money Market Funds) provided the Funds follow procedures adopted by the Boards of the various Invesco Funds, including the Trust. These inter-fund transactions do not generate brokerage commissions but may result in custodial fees or taxes or other related expenses.

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Broker Selection
     Invesco’s or the Sub-Advisers’ primary consideration in selecting Brokers to execute portfolio transactions for a Fund is to obtain best execution. In selecting a Broker to execute a portfolio transaction in equity securities for a Fund, Invesco or the Sub-Advisers consider the full range and quality of a Broker’s services, including the value of research and/or brokerage services provided, execution capability, commission rate, and willingness to commit capital, anonymity and responsiveness. Invesco’s and the Sub-Advisers’ primary consideration when selecting a Broker to execute a portfolio transaction in fixed income securities for a Fund is the Broker’s ability to deliver or sell the relevant fixed income securities; however, Invesco and the Sub-Advisers will also consider the various factors listed above. In each case, the determinative factor is not the lowest commission or spread available but whether the transaction represents the best qualitative execution for the Fund. Invesco and the Sub-Advisers will not select Brokers based upon their promotion or sale of Fund shares.
     In choosing Brokers to execute portfolio transactions for the Funds, Invesco or the Sub-Advisers may select Brokers that provide brokerage and/or research services (Soft Dollar Products) to the Funds and/or the other accounts over which Invesco and its affiliates have investment discretion. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides that Invesco or the Sub-Adviser, 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 responsibilities with respect to the accounts as to which [it] exercises investment discretion.” The services provided by the Broker also must lawfully and appropriately assist Invesco or the Sub-Advisers in the performance of its investment decision-making responsibilities. Accordingly, a Fund may pay a Broker commissions higher than those available from another Broker in recognition of the Broker’s provision of Soft Dollar Products to Invesco or the Sub-Advisers.
     Invesco and the Sub-Advisers face a potential conflict of interest when they use client trades to obtain Soft Dollar Products. This conflict exists because Invesco and the Sub-Advisers are able to use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar Products, which reduces Invesco’s or the Sub-Advisers’ expenses to the extent that Invesco or the Sub-Advisers would have purchased such products had they not been provided by Brokers. Section 28(e) permits Invesco or the Sub-Advisers to use Soft Dollar Products for the benefit of any account it manages. Certain Invesco-managed accounts (or accounts managed by the Sub-Advisers) may generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other Invesco Advisers, Inc.-managed accounts (or Sub-Adviser-managed accounts), effectively cross subsidizing the other Invesco-managed accounts (or the other Sub-Adviser-managed accounts) that benefit directly from the product. Invesco or the Sub-Advisers may not use all of the Soft Dollar Products provided by Brokers through which a Fund effects securities transactions in connection with managing the Fund whose trades generated the soft dollars used to purchase such products.
     Invesco presently engages in the following instances of cross-subsidization:
     Smaller Funds that do not generate significant soft dollar commissions may by cross sub-subsidized by the larger equity Invesco Funds in that the smaller equity Funds receive the benefit of Soft Dollar Products for which they do not pay. Certain other accounts managed by Invesco or certain of its affiliates may benefit from Soft Dollar Products services for which they do not pay.

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     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-Adviser concludes 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-Advisers through the Broker executing the trade.
     Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by the in-house research staffs of broker-dealer firms. This research includes evaluations and recommendations of specific companies or industry groups, as well as analyses of general economic and market conditions and trends, market data, contacts and other related information and assistance. Invesco periodically rates the quality of proprietary research produced by various Brokers. Based on the evaluation of the quality of information that Invesco receives from each Broker, Invesco develops an estimate of each Broker’s share of Invesco clients’ commission dollars and attempts to direct trades to these firms to meet these estimates.
     Invesco and the Sub-Advisers also use soft dollars to acquire products from third parties that are supplied to Invesco or the Sub-Advisers through Brokers executing the trades or other Brokers who “step in” to a transaction and receive a portion of the brokerage commission for the trade. Invesco or the Sub-Advisers may from time to time instruct the executing Broker to allocate or “step out” a portion of a transaction to another Broker. The Broker to which Invesco or the Sub-Advisers have “stepped out” would then settle and complete the designated portion of the transaction, and the executing Broker would settle and complete the remaining portion of the transaction that has not been “stepped out.” Each Broker may receive a commission or brokerage fee with respect to that portion of the transaction that it settles and completes.
     Soft Dollar Products received from Brokers supplement Invesco’s and or the Sub-Advisers’ own research (and the research of certain of its affiliates), and may include the following types of products and services:
    Database Services — comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process).
 
    Quotation/Trading/News Systems — products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services.
 
    Economic Data/Forecasting Tools — various macro economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions.

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    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 enter into a binding commitment with Brokers to place trades with such Brokers involving brokerage commissions in precise amounts.
Regular Brokers
     Information concerning the Funds’ acquisition of securities of their Brokers during the last fiscal year ended August 31, 2011 is found in Appendix J.

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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.

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PURCHASE, REDEMPTION AND PRICING OF SHARES
Purchase and Redemption of Shares
     Before the initial purchase of shares, an investor must submit a completed account application either directly or through its financial intermediary, to Invesco Investment Services at P.O. Box 0843, Houston, Texas 77001-0843. 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 investor, either directly or through his financial intermediary must give Invesco Investment Services all required information and documentation. Additionally, purchase payment must be made in federal funds. If the intermediary fails to deliver the investor’s payment on the required settlement date, the intermediary must reimburse the Funds for any overdraft charges incurred.
     Invesco Investment Services and Invesco Distributors may authorize agents to accept purchase and redemption orders that are in good order on behalf of the 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.
     An investor or 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 investor or the intermediary must agree in writing to reimburse the Funds for any resulting loss.
     Payment for redeemed shares is normally made by Federal Reserve wire to the bank account designated in the investor’s account application, but may be sent by check at the investor’s request. Any changes to wire instructions must be submitted to Invesco Investment Services in writing. Invesco Investment Services may request additional documentation.
     Invesco Investment Services may request that an intermediary maintain separate master accounts in the Funds 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. An intermediary may aggregate its master accounts and sub-accounts to satisfy the minimum investment requirement.
     Additional information regarding purchases and redemptions is located in each class’ prospectus, under the headings “Purchasing Shares” and “Redeeming Shares.”
      Suspension of Redemptions . With respect to the Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve 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 a 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 a Fund’s investors or existing shareholders, and irrevocably has approved the liquidation of a Fund, the Board of Trustees has the authority to suspend redemptions of Fund shares.

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Offering Price
     The offering price per share of each Fund is $1.00. There can be no assurance that the Funds will be able to maintain a stable net asset value of $1.00 per share.
Calculation of Net Asset Value
     The Board has established procedures designed to stabilize each Fund’s net asset value per share at $1.00, to the extent reasonably possible. Such procedures include review of portfolio holdings by the Trustees at such intervals as they may deem appropriate. The reviews are used to determine whether net asset value, calculated by using available market quotations, deviates from $1.00 per share and, if so, whether such deviation may result in material dilution or is otherwise unfair to investors or existing shareholders. In the event the trustees determine that a material deviation exists, they intend to take such corrective action as they deem necessary and appropriate. Such actions may include selling portfolio securities prior to maturity in order to realize capital gains or losses or to shorten average portfolio maturity, withholding dividends, redeeming shares in kind, or establishing a net asset value per share by using available market quotations. When available, market quotations are used to establish the market-based net asset value. The net asset value could possibly be more or less than $1.00 per share. The Funds intend to comply with any amendments made to Rule 2a-7 promulgated under the 1940 Act which may require corresponding changes in the Funds’ procedures which are designed to stabilize each Fund’s price per share at $1.00.
     Under the amortized cost method, each investment is valued at its cost and thereafter any discount or premium is amortized on a constant basis to maturity. Although this method provides certainty of valuation, it may result in periods in which the amortized cost value of the Funds’ investments is higher or lower than the price that would be received if the investments were sold.
Redemptions in Kind
     The Funds do not intend to redeem shares representing an interest in the Funds in kind (i.e., by distributing its portfolio securities).
Backup Withholding
     Accounts submitted without a correct, certified taxpayer identification number (“TIN”) or, alternatively, a correctly completed and currently effective Internal Revenue Service (“IRS”) Form W-8 (for non-resident aliens) or Form W-9 (for U.S. persons including resident aliens) accompanying the registration information will generally be subject to backup withholding.
     Each Invesco Fund, and other payers, generally must withhold 28% of reportable dividends (whether paid in cash or reinvested in additional Fund shares), including exempt-interest dividends, in the case of any shareholder who fails to provide the Funds 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 Funds;
     2. the IRS notifies the Funds that the investor furnished an incorrect TIN;
     3. the investor or a 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);

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

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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.
     In the event the Fund incurs or anticipates any unusual expense, loss or depreciation in the value of a portfolio investment that would adversely affect the net asset value per share of the Fund or the net income per share of a class of the Fund for a particular period, the Board would at that time consider whether to adhere to the present dividend policy described above or to revise it in light of then prevailing circumstances. For example, if the net asset value per share of the Fund was reduced or was anticipated to be reduced below $1.00, the Board might suspend further dividend payments on shares of the Fund until the net asset value returns to $1.00. Thus, such expense, loss or depreciation might result in a shareholder receiving no dividends for the period during which it held shares of the Fund and/or its receiving upon redemption a price per share lower than that which it paid.
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 to, gains from options, futures or forward contracts) derived

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      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.

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      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

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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 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.
      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 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.
      Taxation of Fund Distributions (All Funds). 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.

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      Distributions of ordinary income . The Fund receives income generally in the form of 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. The Fund also may distribute to you any market discount and net short-term capital gains from the sale of its portfolio securities. 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. None of the dividends paid by the Fund will qualify for the dividends received deduction in the case of corporate shareholders or as qualified dividend income subject to reduced rates of taxation in the case of non-corporate shareholders.
      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. The Fund does not expect to realize any long-term capital gains and losses.
      Qualified dividend income for individuals . Because the income of the Fund primarily is derived from investments earning interest rather than dividend income, generally none of the Fund’s income dividends will be qualified dividend income eligible for taxation at capital gain rates.
      Dividends-received deduction for corporations . Because the income of the Fund primarily is derived from investments earning interest rather than dividend income, generally none of its income dividends will be eligible for the corporate dividends-received deduction.
      Maintaining a $1 share price . Gains and losses on the sale of portfolio securities and unrealized appreciation or depreciation in the value of these securities may require the Fund to adjust its dividends to maintain its $1 share price. This procedure may result in under- or over-distributions by the Fund of its net investment income. This in turn may result in return of capital distributions, the effect of which is described in the following paragraph.
      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.
      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

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a tax credit on their income tax returns equal to each shareholder’s proportionate share of tax credits from the applicable bonds that otherwise would be allowed to the Fund. In such a case, shareholders must include in gross income (as interest) their proportionate share of the income attributable to their proportionate share of those offsetting tax credits. A shareholder’s ability to claim a tax credit associated with one or more tax credit bonds may be subject to certain limitations imposed by the Code. Even if the Fund is eligible to pass through tax credits to shareholders, the Fund may choose not to do so.
      U.S. Government interest . Income earned on certain U.S. Government obligations is exempt from state and local personal income taxes if earned directly by you. States also grant tax-free status to dividends paid to you from interest earned on direct obligations of the U.S. Government, subject in some states to minimum investment or reporting requirements that must be met by the Fund. Income on investments by the Fund in certain other obligations, such as repurchase agreements collateralized by U.S. Government obligations, commercial paper and federal agency-backed obligations (e.g., Government National Mortgage Association (GNMA) or Federal National Mortgage Association (FNMA) obligations, generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporations.
      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).
      Taxation of Fund Distributions (Tax-Free Cash Reserve Portfolio). Tax-Free Cash Reserve Portfolio intends to qualify each year to pay exempt-interest dividends by satisfying the requirement that at the close of each quarter of the Fund’s taxable year at least 50% of the Fund’s total assets consists of Municipal Securities, which are exempt from federal income tax.
      Exempt-interest dividends . Distributions from Tax-Free Cash Reserve Portfolio will constitute exempt-interest dividends to the extent of the Fund’s tax-exempt interest income (net of allocable expenses and amortized bond premium). Exempt-interest dividends distributed to shareholders of Tax-Free Cash Reserve Portfolio are excluded from gross income for federal income tax purposes. However, shareholders required to file a federal income tax return will be required to report the receipt of exempt-interest dividends on their returns. Moreover, while exempt-interest dividends are excluded from gross income for federal income tax purposes, they may be subject to alternative minimum tax (AMT) in certain circumstances and may have other collateral tax consequences as discussed below.

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      Distributions of ordinary income and capital gains . Any gain or loss from the sale or other disposition of a tax-exempt security generally is treated as either long-term or short-term capital gain or loss, depending upon its holding period, and is fully taxable. However, gain recognized from the sale or other disposition of a tax-exempt security purchased after April 30, 1993, will be treated as ordinary income to the extent of the accrued market discount on such security. Distributions by the Fund of ordinary income and capital gains will be taxable to shareholders as discussed under “Taxation of Fund Distributions.”
      Alternative minimum tax — private activity bonds . AMT is imposed in addition to, but only to the extent it exceeds, the regular tax and is computed at a maximum rate of 28% for non-corporate taxpayers and 20% for corporate taxpayers on the excess of the taxpayer’s alternative minimum taxable income (AMTI) over an exemption amount. Exempt-interest dividends derived from certain “private activity” Municipal Securities issued after August 7, 1986, generally will constitute an item of tax preference includable in AMTI for both corporate and non-corporate taxpayers. However, under the American Recovery and Reinvestment Act of 2009, tax-exempt interest on private activity bonds issued in 2009 and 2010 is not an item of tax preference for purposes of the AMT. In addition, exempt-interest dividends derived from all Municipal Securities regardless of the date of issue must be included in adjusted current earnings that are used in computing an additional corporate preference item includable in AMTI. Certain small corporations are wholly exempt from the AMT. Consistent with its stated investment objective, Tax-Free Cash Reserve Portfolio intends to limit its investments in private activity bonds subject to the AMT to no more than 20% of its total assets in any given year.
      Effect on taxation of social security benefits; denial of interest deduction; “substantial users .” Exempt-interest dividends must be taken into account in computing the portion, if any, of social security or railroad retirement benefits that must be included in an individual shareholder’s gross income subject to federal income tax. Further, a shareholder of Tax-Free Cash Reserve Portfolio is denied a deduction for interest on indebtedness incurred or continued to purchase or carry shares of the Fund. Moreover, a shareholder who is (or is related to) a “substantial user” of a facility financed by industrial development bonds held by Tax-Free Cash Reserve Portfolio likely will be subject to tax on dividends paid by the Fund that are derived from interest on such bonds. Receipt of exempt-interest dividends may result in other collateral federal income tax consequences to certain taxpayers, including financial institutions, property and casualty insurance companies and foreign corporations engaged in a trade or business in the United States.
      Exemption from state tax . To the extent that exempt-interest dividends are derived from interest on obligations of a state or its political subdivisions or from interest on qualifying U.S. territorial obligations (including qualifying obligations of Puerto Rico, the U.S. Virgin Islands, and Guam), they also may be exempt from that state’s personal income taxes. Most states, however, do not grant tax-free treatment to interest on state and municipal securities of other states.
      Failure of a Municipal Security to qualify to pay exempt-interest . Failure of the issuer of a tax-exempt security to comply with certain legal or contractual requirements relating to a Municipal Security could cause interest on the Municipal Security, as well as Fund distributions derived from this interest, to become taxable, perhaps retroactively to the date the Municipal Security was issued. In such a case, the Fund may be required to report to the IRS and send to shareholders amended Forms 1099 for a prior taxable year in order to report additional taxable income. This in turn could require shareholders to file amended federal and state income tax returns for such prior year to report and pay tax and interest on their pro rata share of the additional amount of taxable income.
      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. Because the shares in

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the Fund are offered and redeemed at a constant net asset value of $1.00 per share, a shareholder generally will recognize neither gain nor loss on a redemption of shares.
      Tax basis information . Cost basis reporting is not required for shareholders investing in a money market fund that maintains a stable net asset value.
      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, 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

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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.
     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

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foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income. When investing in PFIC securities, a fund intends to mark-to-market these securities under certain provisions of the Code and recognize any unrealized gains as ordinary income at the end of the fund’s fiscal and excise tax years. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that a fund is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by a fund. In addition, if a fund is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the fund may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the fund to its shareholders. Additional charges in the nature of interest may be imposed on a fund in respect of deferred taxes arising from such distributions or gains.
      Investments in non-U.S. REITs . While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a fund in a non-U.S. REIT may subject the fund, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. The fund’s pro rata share of any such taxes will reduce the fund’s return on its investment. A fund’s investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in “Tax Treatment of Portfolio Transactions — PFIC investments.” Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in “Taxation of the Fund — Foreign income tax.” Also, the fund in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate .
      Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REIT’s current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a fund will be treated as long term capital gains by the fund and, in turn, may be distributed by the fund to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REIT’s cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a fund, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REIT’s current and accumulated earnings and profits. Also, see “Tax Treatment of Portfolio Transactions — Investment in taxable mortgage pools (excess inclusion income)” and “Foreign Shareholders — U.S. withholding tax at the source” with respect to certain other tax aspects of investing in U.S. REITs.
      Investment in taxable mortgage pools (excess inclusion income). Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of a fund’s income from a U.S. REIT that is attributable to the REIT’s residual interest in a real estate mortgage investment conduits (REMICs) or equity interests in a “taxable mortgage pool” (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulated investment company, such as a fund, will be allocated to shareholders of the regulated

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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, the IRS has issued a Revenue Ruling which holds that income derived from commodity-linked swaps is not qualifying income for purposes of the Income Requirement. However, in a subsequent Revenue Ruling, the IRS provides that income from certain alternative investments which create commodity exposure, such as certain commodity index-linked or structured notes or a corporate subsidiary that invests in commodities, may be considered qualifying income under the Code. In addition, a fund may gain exposure to commodities through investment in QPTPs such as an exchange traded fund or ETF that is classified as a partnership and which invests in commodities. Accordingly, the extent to which a fund invests in commodities or commodity-linked derivatives may be limited by the Income Requirement and the Asset Diversification Test, which the fund must continue to satisfy to maintain its status as a regulated investment company. A fund also

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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.
      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).
     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.

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     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. Only Treasury Portfolio and Government & Agency Portfolio intend to report to shareholders interest-related dividends and short-term capital gains dividends that qualify for this exemption.
     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

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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 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. The scope of these requirements remain unclear, and shareholders are urged to consult their tax advisors regarding the application of these requirements to their own situation.

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      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. 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 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
Distribution Plan
     The Trust has adopted a distribution plan pursuant to Rule 12b-1 under the 1940 Act with respect to the Funds’ Cash Management Class, Corporate Class, Personal Investment Class, Private Investment Class, Reserve Class and Resource Class (the Plan). The Funds, pursuant to the Plan, pay Invesco Distributors the annual rate of 0.10% for Cash Management Class, 0.03% for Corporate Class, 0.75% for Personal Investment Class, 0.50% for Private Investment Class, 1.00% for Reserve Class and 0.20% for Resource Class of each Fund’s average daily net assets.
     The Plan permits the Funds to expend amounts to finance any activity which is primarily intended to result in the sale of shares of the Funds (distribution-related services). Such distribution-related services may include, but are not limited to the following: (i) organizing and conducting sales seminars; (ii) implementing advertising programs; (iii) engaging finders and paying finders fees; (iv) printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders; (v) preparing and distributing advertising material and sales literature; and (vi) administering the Plan.
     The Plan also permits the Funds to expend amounts to finance arrangements for personal continuing shareholder services (shareholder services). Such shareholder services may include, but are not limited to the following: (i) distributing sales literature to customers; (ii) answering routine customer inquiries concerning the Funds and their Classes; (iii) assisting customers in changing dividend options, account designations and addresses; (iv) assisting customers in enrolling in any of several retirement plans offered in connection with the purchase of shares of the Funds; (v) assisting customers in the establishment and maintenance of customer accounts and records; (vi) assisting customers in the placement of purchase and redemption transactions; (vii) assisting customers in investing dividends and capital gains distributions automatically in shares of the Funds; and

63


 

(viii) providing such other services as the Funds or the customers may reasonably request, so long as such other services are covered by the term “service fee” as such term is defined and interpreted by the Financial Industry Regulatory Authority (FINRA) (formerly, NASD, Inc.).
     All amounts expended pursuant to the Plan are paid in the form of either: (i) compensation to Invesco Distributors for providing distribution-related and/or shareholder services directly; (ii) compensation to certain broker-dealers, banks and other financial institutions (Service Providers) for providing distribution-related and/or shareholder services directly; or (iii) compensation to Invesco Distributors for arranging for the provision of distribution-related and/or shareholder services through Service Providers. The first 0.25% of amounts paid out under the Plan is considered to be service fees for the provision of shareholder services.
     The Plan is a “compensation-type” plan which means that the Funds will pay out the amount authorized by the Plan regardless of the actual expenses incurred in providing distribution-related services and/or shareholder services. Thus, even if actual expenses exceed the fees payable to Invesco Distributors and/or Service Providers at any given time, the Funds will not be obligated to pay more than that fee provided for under the Plan. On the other hand, if expenses are less than the fees paid by the Funds pursuant to the Plan, Invesco Distributors or the Service Providers, as applicable, will retain the full amount of the fees.
     From time to time waivers or reductions of any portion of the 12b-1 fee of a particular class of the Funds may be put in place. 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 each Fund’s detriment during the period stated in the agreement between Invesco Distributors and the Trust.
     Invesco Distributors has contractually agreed through at least December 31, 2012 to waive 0.02%, 0.20%, 0.20% and 0.13% of average net assets of Liquid Assets Portfolio’s Cash Management Class, Personal Investment Class, Private Investment Class and Reserve Class, respectively; 0.02%, 0.20%, 0.20%, 0.13% and 0.04% of average net assets of STIC Prime Portfolio’s, Treasury Portfolio’s and Government & Agency Portfolio’s Cash Management Class, Personal Investment Class, Private Investment Class, Reserve Class and Resource Class, respectively; and 0.02%, 0.20%, 025%, 0.13% and 0.04% of average net assets of Government TaxAdvantage Portfolio’s and Tax-Free Cash Reserve Portfolio’s, Cash Management Class, Personal Investment Class, Private Investment Class, Reserve Class and Resource Class, respectively, Rule 12b-1 distribution plan payments.
     Fees payable directly to Invesco Distributors and Service Providers 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. Fees shall be paid only to those Service Providers 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 the Funds’ shares are held. These payments are an obligation of the Funds and not of Invesco Distributors. With respect to fees payable directly to Invesco Distributors, Invesco Distributors may enter into contractual arrangements with Service Providers pursuant to which such Service Providers will provide distribution-related services and/or shareholder services; payments made under these contractual arrangements are obligations of Invesco Distributors and not of the Funds.
     Payments pursuant to the Plan are subject to any applicable limitations imposed by rules of FINRA.

64


 

     See Appendix K for a list of the amounts paid by each class of shares of the Funds to Invesco Distributors pursuant to the Plan for the year, or period, ended August 31, 2011 and Appendix L for an estimate by activity of the allocation of actual fees paid by each class of shares of the Funds pursuant to the Plan for the year, or period, ended August 31, 2011.
     As required by Rule 12b-1, the Plan and related forms of shareholder service agreements were approved by the Board, including a majority of the trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan (the Rule 12b-1 Trustees). In approving the Plan in accordance with the requirements of Rule 12b-1, the trustees considered various factors and determined that there is a reasonable likelihood that the Plan would benefit the Cash Management Class, Corporate Class, Personal Investment Class, Private Investment Class, Reserve Class and Resource Class of the Funds and their respective shareholders.
     The anticipated benefits that may result from the Plan with respect to the applicable classes of the Funds and their shareholders include but are not limited to the following: (1) that Invesco Distributors, brokerage firms and financial institutions will provide a shareholder with rapid access to his account for the purpose of effecting executions of purchase and redemption orders; (2) that Invesco Distributors and shareholder service agents will provide prompt, efficient and reliable responses to shareholder inquiries concerning account status; (3) that the Fund’s ability to sustain a relatively predictable flow of cash for investment purposes and to meet redemption requests facilitates more successful, efficient portfolio management and the achievement of its fundamental policies and objectives and is enhanced by a stable network of distribution; (4) that a successful distribution effort will assist Invesco Distributors in maintaining and increasing the organizational strength needed to service the Funds; and (5) that a well-developed, dependable network of shareholder service agents may 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 the Funds.
     Unless terminated earlier in accordance with its terms, the Plan continues from year to year as long as such continuance is specifically approved at least annually by the Board, including a majority of the Rule 12b-1 Trustees, by votes cast in person at a meeting called for the purpose of voting upon the Plan. The Plan may be terminated as to the Funds or any 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 amendment to the Plan that would increase materially the distribution expenses paid by the applicable class requires shareholder approval; otherwise, the Plan 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 Plan is in effect, the selection or nomination of the Independent Trustees is committed to the discretion of the Independent Trustees and the Trust must otherwise satisfy the Fund governance standards set forth in Rule 0-1(a)(7) under the 1940 Act.
Distributor
     The Trust has entered into a master distribution agreement relating to the Funds (the Distribution Agreement) with Invesco Distributors, a registered broker-dealer and a wholly owned subsidiary of Invesco, pursuant to which Invesco Distributors acts as the distributor of the shares of each class 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.”

65


 

     The Distribution Agreement provides Invesco Distributors with the exclusive right to distribute the shares of each class of the Funds on a continuous basis directly and through other broker dealers with whom Invesco Distributors has entered into selected dealer agreements. Invesco Distributors has not undertaken to sell any specified number of shares of any classes of the Funds. The Distribution Agreement also provides that Invesco Distributors will pay promotional expenses, including the incremental costs of printing prospectuses and statements of additional information, annual reports and other periodic reports for distribution to persons who are not shareholders of the Trust and the costs of preparing and distributing any other supplemental sales literature.
     The Trust (on behalf of any class of the Funds) or Invesco Distributors may terminate the Distribution Agreement on sixty (60) days’ written notice without penalty. The Distribution Agreement will terminate automatically in the event of its assignment.
     Invesco Distributors may, from time to time at its expense, pay a fee to broker-dealers, banks or other financial institutions for operations and/or marketing support, including support for distribution programs or platforms. Such fees will not impose additional expenses on a class, nor will they change the price paid by investors for the purchase of the applicable classes’ shares or the amount that any particular class will receive as proceeds from such sales.
FINANCIAL STATEMENTS
     Each Fund’s financial statements for the period ended August 31, 2011, including the Financial Highlights pertaining thereto, and the reports of the independent registered public accounting firm thereon, are incorporated by reference into this Statement of Additional Information (SAI) from such Fund’s Annual Report to shareholders filed on Form N-CSR on November 7, 2011.
     The portions of such Annual Reports that are not specifically listed above are not incorporated by reference into this SAI and are not a part of this Registration Statement.

66


 

PENDING LITIGATION
      Settled Enforcement Actions Related to Market Timing
     On October 8, 2004, Invesco Advisers, Inc. (Invesco), successor by merger to Invesco Aim Advisors, Inc. and INVESCO Funds Group, Inc. (IFG), both former investment advisers, along with Invesco Aim Distributors, n/k/a Invesco Distributors, Inc. (Invesco Distributors) reached final settlements with certain regulators, including the Securities and Exchange Commission (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 AIM Funds (n/k/a the Invesco Funds), including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) was created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, Invesco and Invesco Distributors created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by Invesco, which was done pursuant to the terms of the settlement. 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 SEC on May 23, 2008.
     On May 23, 2008, the SEC posted its final approval of the plans for distributing market timing settlement proceeds to adversely impacted AIM and INVESCO Fund shareholders. The AIM Fair Fund began distribution of settlement monies to impacted former shareholders on June 1, 2009. After receipt of SEC approval, undistributed residual amounts left in the AIM Fair Fund were deposited in the appropriate fund. The Invesco Fair Fund began distribution of settlement monies to impacted former shareholders on December 11, 2009 and the distribution of checks concluded on September 21, 2010. After receipt of SEC approval, undistributed residual amounts totaling approximately $55 million left in the Invesco Fair Fund were distributed to the appropriate funds. On May 11, 2011, the SEC issued an order that amended the Invesco Fair Fund distribution plan to segregate approximately $3.5 million of the Fair Fund’s residual amount and to require that a certain financial intermediary take additional steps to identify beneficial accountholders of its historic omnibus positions in the funds so that they may receive their appropriate portion of the segregated $3.5 million residual amount.
     The IDC Plan provides for distribution to all eligible investors for the periods spanning January 1, 2000 through July 31, 2003 (for the IFG Fair Fund) and January 1, 2001 through September 30, 2003 (for the AIM Fair Fund), their proportionate share of the applicable Fair Fund to compensate such investors for injury they may have suffered as a result of market timing in the affected funds. Further details regarding the IDC Plan and distributions thereunder are available on Invesco’s Web site, available at http://www.invesco.com /us.
     On August 30, 2005, the West Virginia Office of the State Auditor — Securities Commission (WVASC) issued a Summary Order to Cease and Desist and Notice of Right to Hearing to Invesco and Invesco Distributors (collectively, Invesco) (Order No. 05-1318). The WVASC made findings of fact that Invesco allegedly entered into certain arrangements permitting market timing of the Invesco Funds and failed to disclose these arrangements in the prospectuses for such Funds, and conclusions of law to the effect that Invesco violated the West Virginia securities laws. The WVASC ordered Invesco to cease any further violations and sought to impose monetary sanctions, including restitution to affected investors, disgorgement of fees, reimbursement of investigatory, administrative and legal costs and an “administrative assessment” to be determined by the Commissioner. On October 27, 2011, a hearing examiner was appointed to this matter.

67


 

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.

A-1


 

Note: In addition, in certain countries the prime rating may be modified by the issuer’s or guarantor’s senior unsecured long-term debt rating.
Moody’s 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.

A-2


 

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.)
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-3


 

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 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-4


 

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.
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).

A-6


 

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 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.

A -7


 

      CCC: Substantial credit risk.
Default is a real possibility.
      CC: Very high levels of credit risk.
Default of some kind appears probable.
      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.

A-8


 

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’.
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.

A-9


 

APPENDIX B
Persons to Whom Invesco Provides
Non-Public Portfolio Holdings on an Ongoing Basis
(as of October 24, 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)
BLNS Securities Ltd.
  Broker (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)

B -1


 

     
Service Provider   Disclosure Category
iMoneyNet, Inc.
  Rating & Ranking Agency (for certain Invesco Funds)
Initram Data, Inc.
  Pricing Vendor
Institutional Shareholder Services, Inc.
  Proxy Voting Service (for certain Invesco Funds)
Invesco Investment Services, Inc.
  Transfer Agent
Invesco Senior Secured Management, Inc.
  System Provider (for certain Invesco Funds)
Investment Company Institute
  Analyst (for certain Invesco Funds)
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)

B -2


 

     
Service Provider   Disclosure Category
Seattle-Northwest Securities Corporation
  Broker (for certain Invesco Funds)
Siebert Brandford Shank & Co., L.L.C.
  Broker (for certain Invesco Funds)
Simon Printing Company
  Financial Printer
Southwest Precision Printers, Inc.
  Financial Printer
Southwest Securities
  Broker (for certain Invesco Funds)
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 November 30, 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
    Trustee       Number of Funds   Trusteeship(s)/
Name, Year of Birth   and/or       in Fund Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
Interested Persons
                       
Martin L. Flanagan 1 — 1960
Trustee
    2007     Executive Director, Chief Executive Officer and President, Invesco Ltd. (ultimate parent of Invesco and a global investment management firm); Advisor to the Board, Invesco Advisers, Inc. (formerly known as Invesco Institutional (N.A.), Inc.); Trustee, The Invesco Funds; Vice Chair, Investment Company Institute; and Member of Executive Board, SMU Cox School of Business

Formerly: Chairman, Invesco Advisers, Inc. (registered investment adviser); Director, Chairman, Chief Executive Officer and President, IVZ Inc. (holding company), INVESCO Group Services, Inc. (service provider) and Invesco North American Holdings, Inc. (holding company); Director, Chief Executive Officer and President, Invesco Holding Company Limited (parent of Invesco and a global investment management firm); Director, Invesco Ltd.; Chairman, Investment Company Institute and President, Co-Chief Executive Officer, Co-President, Chief Operating Officer and Chief Financial Officer, Franklin Resources, Inc. (global investment management organization)
    141     None
 
                       
Philip A. Taylor 2 — 1954
Trustee, Executive
Vice President
    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     141     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
    Trustee       Number of Funds   Trusteeship(s)/
Name, Year of Birth   and/or       in Fund Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
 
          Executive Officer and President, Invesco 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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management); and 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;            

C-2


 

                         
                        Other
    Trustee       Number of Funds   Trusteeship(s)/
Name, Year of Birth   and/or       in Fund Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
 
          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 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     159     Director of the Abraham Lincoln Presidential Library Foundation.
 
                       
Independent Trustees
                       
Bruce L. Crockett — 1944
Trustee and Chair
    1993     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)
    141     ACE Limited (insurance company); and Investment Company Institute
 
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


 

                         
                        Other
    Trustee       Number of Funds   Trusteeship(s)/
Name, Year of Birth   and/or       in Fund Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
David C. Arch — 1945
Trustee
    2010     Chairman and Chief Executive Officer of Blistex Inc., a consumer health care products manufacturer.     159     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
 
                       
Bob R. Baker — 1936
    2003     Retired     141     None
Trustee
         
Formerly: President and Chief Executive Officer, AMC Cancer Research Center; and Chairman and Chief Executive Officer, First Columbia Financial Corporation
           
 
                       
Frank S. Bayley — 1939
    2001     Retired     141     Director and
Trustee
         
Formerly: Director, Badgley Funds, Inc. (registered investment company) (2 portfolios) and Partner, law firm of Baker & McKenzie
          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
    141     Vice Chairman, Board of Governors, Western Golf Association/Evans Scholars Foundation and Director, Denver Film Society
 
                       
Rodney F. 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
    159     Director of Quidel Corporation and Stericycle, Inc. Prior to May 2008, Trustee of The Scripps Research Institute. Prior to February 2008, Director of

C-4


 

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

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

Formerly: Chief Executive Officer, Texana Timber LP (sustainable forestry company) and member of the U.S. House of Representatives
    141     Administaff

C-5


 

                         
                        Other
    Trustee       Number of Funds   Trusteeship(s)/
Name, Year of Birth   and/or       in Fund Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
Carl Frischling — 1937
Trustee
    1980     Partner, law firm of Kramer Levin Naftalis and Frankel LLP     141     Director, Reich &
Tang Funds (6 portfolios)
 
                       
Prema Mathai-Davis — 1950
    1998     Retired     141     None
Trustee
         
Formerly: Chief Executive Officer, YWCA of the U.S.A.
           
 
                       
Larry Soll — 1942
    2003     Retired     141     None
Trustee
         
Formerly, Chairman, Chief Executive Officer and President, Synergen Corp. (a biotechnology company)
           
 
                       
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.     159     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
    2005     Retired     141     None
Trustee
         
Formerly: Director, Mainstay VP Series Funds, Inc. (25 portfolios) and Partner, Deloitte & Touche
           
 
                       
Officers
                       
Karen Dunn Kelley — 1960
President and Principal
Executive Officer
    1989     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);     N/A     N/A

C-6


 

                         
                        Other
    Trustee       Number of Funds   Trusteeship(s)/
Name, Year of Birth   and/or       in Fund Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
 
          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).

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. and The Invesco Funds (AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), Short-Term Investments Trust and Tax-Free Investments Trust only)
           
 
                       
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, Invesco Investment Advisers LLC (formerly known     N/A     N/A

C-7


 

                         
                        Other
    Trustee       Number of Funds   Trusteeship(s)/
Name, Year of Birth   and/or       in Fund Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
 
          as 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

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

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.
    N/A     N/A

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                        Other
    Trustee       Number of Funds   Trusteeship(s)/
Name, Year of Birth   and/or       in Fund Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
 
          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            
 
                       
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).

Formerly: 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, Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.; Assistant Vice President and Assistant Treasurer, The Invesco Funds and Assistant Vice President, Invesco Advisers, Inc., Invesco Aim Capital Management, Inc. and Invesco Aim Private Asset Management, Inc.
    N/A     N/A

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                    Other
    Trustee       Number of Funds   Trusteeship(s)/
Name, Year of Birth   and/or       in Fund Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
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, Invesco Investment Advisers LLC (formerly known as Van Kampen Asset Management) and Van Kampen Funds Inc.   N/A   N/A
 
                   
 
          Formerly: Anti-Money Laundering Compliance Officer, Van Kampen Investor Services Inc. and 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.) 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.) and Invesco Investment Services, Inc. (formerly known as Invesco Aim Investment Services, Inc.)   N/A   N/A
 
                   
 
          Formerly: Chief Compliance Officer, Invesco Van Kampen Closed-End Funds; Senior Vice President, Van Kampen Investments Inc.; Senior Vice President and Chief Compliance Officer, Invesco        

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                    Other
    Trustee       Number of Funds   Trusteeship(s)/
Name, Year of Birth   and/or       in Fund Complex   Directorships(s)
and Position(s) Held   Officer   Principal Occupation(s)   Overseen by   Held by
with the Trust   Since   During Past 5 Years   Trustee   Trustee/Director
 
          Advisers, Inc. and Invesco Aim Capital Management, Inc.; Chief Compliance Officer, Invesco Global Asset 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        

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Trustee Ownership of Fund Shares as of December 31, 2010
         
        Aggregate Dollar Range of
        Equity Securities in All
        Registered Investment
    Dollar Range of Equity Securities   Companies Overseen by
Name of Trustee   Per Fund   Trustee in Invesco Funds
Martin L. Flanagan
  None   $50,001 — $100,000
Philip A. Taylor
  None   None
Wayne M. Whalen
  None   Over $100,000
David C. Arch
  None   $50,001 — $100,000
Bob R. Baker
  None   Over $100,000
Frank S. Bayley
  None   Over $100,000
James T. Bunch
  None   Over $100,000 4
Bruce L. Crockett
  None   Over $100,000 4
Rodney Dammeyer
  None   Over $100,000
Albert R. Dowden
  None   Over $100,000
Jack M. Fields
  None   Over $100,000 4
Carl Frischling
  None   Over $100,000 4
Prema Mathai-Davis
  None   Over $100,000 4
Lewis F. Pennock 5
  None   Over $100,000
Larry Soll
  None   Over $100,000 4
Hugo F. Sonnenschein
  None   Over $100,000
Raymond Stickel, Jr.
  None   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.
 
5   Retired effective March 31, 2011

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APPENDIX D
TRUSTEE COMPENSATION TABLE
     Set forth below is information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with Invesco during the year ended December 31, 2010:
                                 
            Retirement   Estimated   Total
            Benefits   Annual   Compensation
    Aggregate   Accrued By   Benefits Upon   from
    Compensation   All Invesco   Retirement for   All Invesco
Trustee   from the Trust (1)   Funds (2)   Invesco Funds (3)   Funds (4)
Interested Trustees
                               
Wayne W. Whalen (5)
  $ 42,819                 $ 327,499  
Independent Trustees
                               
David C. Arch (5)
    44,356                   320,944  
Bob R. Baker
    45,534     $ 108,746     $ 244,051       295,850  
Frank S. Bayley
    55,448       105,795       192,000       350,950  
James T. Bunch
    50,788       145,546       192,000       310,550  
Bruce L. Crockett
    94,661       100,134       192,000       606,800  
Rodney Dammayer (5)
    44,014                   335,749  
Albert R. Dowden
    53,797       143,542       192,000       340,200  
Jack M. Fields
    42,819       142,508       192,000       268,250  
Carl Frischling (6)
    50,244       108,746       192,000       312,700  
Prema Mathai-Davis
    46,324       138,797       192,000       295,850  
Lewis F. Pennock (7)
    21,643       101,519       192,000       268,250  
Larry Soll
    51,780       163,515       213,723       318,150  
Hugo F. Sonnenschein (5)
    43,610                   310,166  
Raymond Stickel, Jr.
    54,699       114,085       192,000       341,300  
Officer
                               
Russell Burk
    99,403       N/A       N/A       704,450  
 
(1)   Amounts shown are based on the fiscal year ended August 31, 2011. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended August 31, 2011, including earnings, was $56,689.16.
 
(2)   During the fiscal year ended August 31, 2011, the total amount of expenses allocated to the Trust in respect of such retirement benefits was $490,500.66.
 
(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 trustees 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 trustees of the Trust effective June 15, 2010.
 
(6)   During the fiscal year ended August 31, 2011, the Trust paid $101,496 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 in such firm.

D -1


 

(7)   Mr. Pennock retired effective March 31, 2011.

D -2


 

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

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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.

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    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.

E-4


 

    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.

E-5


 

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

E-6


 

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

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

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

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

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

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

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

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

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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 portfolio is presumed to “control” that portfolio as defined in the 1940 Act. Such control may affect the voting rights of other shareholders.
     All information listed below is as of November 28, 2011.
Liquid Assets Portfolio
                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
of Principal Holder   Record   Record   Record   Record   Record   Record   Record
Bank of N.Y. 755
One Wall Street
2 nd Floor
Stif/Master Note
Attn: Frank Notaro
New York, NY 10286
    19.49 %     14.79 %                 20.33 %            
Bank TTEE
5001 Kingsley Drive
Cincinnati, OH 45263
    5.19 %                                    
BGL BNP Paribas
Fund Brokerage
50 Avenue
J. F. Kennedy L2951
                20.17 %                        

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    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
of Principal Holder   Record   Record   Record   Record   Record   Record   Record
BoNY Brussels
Attn: Frank Notaro
111 Sanders Creek
Parkway
E Syracuse, NY 13057
                            16.83 %            
Citistreet (NSCC)
1 Heritage Dr.
North Quincy, MA
02171-2105
                            8.86 %            
CoBank CMP
PO Box 5110
Denver, CO 80217
    5.62 %                 58.96 %           40.31 %     48.36 %
Frost Capital
Markets Direct
Attn: Eileen Bell, VP
100 W. Houston St.
San Antonio, TX 78205
          29.01 %                              
Frost National
Muir & Co.
P. O. Box 2479
San Antonio, TX
78298-2479
                            12.86 %            
Goldman Sachs
Attn: Rene Godin
71 South Wacker Dr.
Suite 500
Chicago, IL 60606
    16.24 %                                   18.50 %

F-2


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
of Principal Holder   Record   Record   Record   Record   Record   Record   Record
Hartford Securities
(NSCC)
Attn: UIT Operations
P.O. Box 2999
Hartford, CT
06104-2999
                      25.33 %                  
Invesco Fund of
Funds 1
Attn: Brian Smith
Money Market
Portfolio Admin.
11 Greenway Plaza,
Ste 2500
Houston, TX 77046
                6.19 %                        
Invesco Fund of
Funds 3
Attn: Brian Smith
Money Market
Portfolio Admin.
11 Greenway Plaza,
Suite 2500
Houston, TX 77046
                17.74 %                        
JP Morgan Chase
Attn: Jimmy
Angelaras
1 Metrotech Center
North
Brooklyn, NY 11021
          6.97 %                              
Mellon Bank (NSCC)
Attn: Andrea Smith
144 Glen Curtiss
Blvd.
Uniondale, NY
11556-3801
          26.53 %                              
Microsoft Capital
One Microsoft Way
Attn: Treasury
Operations, Bldg 8
Redmond, WA 98052
                9.17 %                        

F-3


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
of Principal Holder   Record   Record   Record   Record   Record   Record   Record
Morgan Stanley
Attn: Bill Cairney
1 Pierrepont Plaza
7 th Floor
Brooklyn, NY 11201
    11.11 %                                   17.93 %
NFS FBO Customers
Attn: Mutual Funds Dept
10 th Floor
1000 Plaza 5
Harborside
Jersey City, NJ 07311
                                  49.30 %      
Pershing Omnibus
Attn: Daniel Quinn
1 Pershing Plaza
Jersey City, NJ 07399
                                  6.21 %      
State Street Bank FBO
Cash Sweep Support Group
Josiah Quincy Bldg 5N
200 Newport Ave
N. Quincy, MA 02171
                5.98 %                        
Texas Capital
Texas Capital Bank Building
Wealth Management
and Trust
2000 McKinney Avenue
Suite700
Dallas, TX 75201
                      6.20 %                  
Wachovia (NSCC)
Attn: Barb Tenpenny
Mailcode H0006-09V
1 N Jefferson Ave
St Louis, MO
63103-2205
                            5.54 %            

F-4


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
of Principal Holder   Record   Record   Record   Record   Record   Record   Record
Wells Fargo Sec. Subacts
Attn: Money Funds
Mail Code NC 0675
Bldg 1B1
1525 West W.T.
Harris Blvd.
Charlotte, NC
28262-0675
    15.17 %                                    
Wilmington Trust Co
Attn: Toni Snyder
1100 North Market St
Wilmington, DE 19890
                            18.73 %            
STIC Prime Portfolio
                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
of Principal Holder   Record   Record   Record   Record   Record   Record   Record
Band & Co.
P. O. Box 1787
Milwaukee, WI 53201
                24.48 %                        
Bank of N.Y. 755
One Wall Street
2nd Floor
Stif/Master Note
Attn Frank Notaro
New York, NY 10286
    8.65 %                       11.38 %            
Bank of Oklahoma
Inst Inv
Attn: Carrie Jacobson
P. O. Box 2300
Tulsa, OK 74192
                            8.60 %            
BoNY Brussels
Attn: Frank Notaro
111 Sanders Creek Parkway
E Syracuse, NY 13057
    16.39 %                                    

F-5


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
of Principal Holder   Record   Record   Record   Record   Record   Record   Record
Cherry Trustco
Attn: Trust Department -
Barb R. Gross
3033 E. First Ave
Denver, CO 80206
                                        5.53 %
FNBB-Jeff Davis Bank
Attn: Sheila Esteve
P. O. Box 80579
Baton Rouge, LA 70898
                                  26.06 %      
Frost Direct
Attn: Karen Banks
P.O. Box 2358
San Antonio, TX 78299
                      6.61 %     26.06 %            
Frost Sweep
Attn: Karen Banks
P.O. Box 2358
San Antonio, TX 78299
    24.80 %                 92.83 %                  
Frost National
Muir & Co
C/O Frost
PO Box 2479
San Antonio, TX 78298
                18.28 %           19.73 %            
FSA
Attn: Fund Manger
777 S. Figueroa St
Suite 3200
Los Angeles, CA 90017
    9.85 %                                    
Huntington Investment
41 S High St., Ninth Floor
Columbus, OH 43287
                            7.16 %            

F-6


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
of Principal Holder   Record   Record   Record   Record   Record   Record   Record
Mellon Bank (NSCC)
Attn: Andrea Smith
144 Glen Curtiss Blvd
Uniondale, NY 11556
                10.99 %                        
Nabank & Co.
P.O. Box 2180
Tulsa, OK 74101
    16.73 %                                   9.80 %
Pershing Omnibus
Attn: Daniel Quinn
1 Pershing Plaza
Jersey City, NJ 07399
                                  9.59 %      
Provident Savings Sweep
Attn: James Hickman
830 Bergen Avenue
Jersey City, NJ 07306
                                  58.54 %      
Raymond James (NSCC)
Attn: Celeste Hopkins
880 Carillon Pkwy
St. Petersburg, FL
337161100
    10.81 %                                    
State Street Bank FBO
Cash Sweep Support Group
Josiah Quincy Building 5N
200 Newport Avenue
North Quincy, MA 02171
                9.57 %                        

F-7


 

                                                         
    Cash                   Personal   Private        
    Management   Corporate   Institutional   Investment   Investment   Reserve   Resource
    Class   Class   Class   Class   Class   Class   Class
    Percentage   Percentage   Percentage   Percentage   Percentage   Percentage   Percentage
Name and Address   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of   Owned of
of Principal Holder   Record   Record   Record   Record   Record   Record   Record
Union Bank of California
530 B Street, Suite 203
San Diego, CA 92101
                            18.82 %            
Union Bank Tr
Attn: LaVonna Bowden
P. O. Box 85484
San Diego, CA 92186
          91.25 %                              
US Trust NY Cust MS
c/o Bank of New York
Attn: Michael Jamison,
VP
101 Barclay St
7 th Floor West
New York, NY 10286
                5.76 %                        
WFSLLC
Attn: Money Funds
Mail Cod NC 0675
Bldg 1B1
1525 West W. T. Harris
Blvd.
Charlotte, NC 28262
          8.75 %                             72.80 %
Wilmington
1100 N. Market St.
Wilmington, DE 19890
                5.76 %                        

F-8


 

APPENDIX G
MANAGEMENT FEES
     For the last three fiscal years ended August 31, the management fees payable by each Fund, the amounts waived by Invesco and the net fee paid by each Fund were as follows:
                                                                         
Portfolio Name   Management Fee Payable   Management Fee Waivers   Net Management Fee Paid
    2011   2010   2009   2011   2010   2009   2011   2010   2009
Liquid Assets Portfolio
  $ 33,021,124     $ 36,091,731     $ 37,035,041     $ 7,626,959     $ 8,370,751     $ 13,047,959     $ 25,394,165     $ 27,720,980     $ 23,987,082  
 
                                                                       
STIC Prime Portfolio
    4,544,757       5,252,924       9,571,678       1,667,632       1,815,465       4,018,038       2,877,125       3,437,459       5,553,640  
 
                                                                       
Treasury Portfolio
    20,383,326       24,014,629       34,591,158       10,094,545       6,987,245       12,248,387       10,288,781       17,027,384       22,342,771  
 
                                                                       
Government & Agency Portfolio
    7,363,909       10,309,125       11,784,895       1,191,728             732,865       6,172,181       10,309,125       11,052,030  
 
                                                                       
Government TaxAdvantage Portfolio
    820,555       889,848       728,250       751,191       655,738       619,691       69,364       234,110       108,559  
 
                                                                       
Tax-Free Cash Reserve Portfolio
    1,991,187       2,520,567       5,159,907       550,904       453,475       985,566       1,440,283       2,067,092       4,174,341  

G -1


 

APPENDIX H
CERTAIN FINANCIAL ADVISORS 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.

H -1


 

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
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 Servcies, 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

H -2


 

APPENDIX I
ADMINISTRATIVE SERVICES
     The Funds paid Invesco the following amounts for administrative services for the last three fiscal years ended August 31:
                         
Fund Name   2011   2010   2009
Liquid Assets Portfolio
  $ 1,170,423     $ 1,231,835     $ 1,250,701  
STIC Prime Portfolio
    600,895       615,058       701,433  
Treasury Portfolio
    917,667       990,293       1,201,823  
Government & Agency Portfolio
    730,917       819,274       863,547  
Government TaxAdvantage Portfolio
    166,652       178,415       152,498  
Tax-Free Cash Reserve Portfolio
    260,237       321,115       529,144  

I -1


 

APPENDIX J
PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS
Purchases of Securities of Regular Brokers or Dealers
     During the last fiscal year ended August 31, 2011, the Funds did not purchase securities of its regular brokers or dealers.

J -1


 

APPENDIX K
AMOUNTS PAID TO INVESCO DISTRIBUTORS PURSUANT TO DISTRIBUTION PLANS
     A list of amounts paid by each class of shares of the Funds to Invesco Distributors, Inc. pursuant to the Plans for the year ended August 31, 2011 are as follows:
Liquid Assets Portfolio
         
Class   Amount
Cash Management Class
  $ 1,672,411  
Corporate Class
    670,128  
Personal Investment Class
    137,968  
Private Investment Class.
    729,075  
Reserve Class
    150,127  
Resource Class
    297,409  
STIC Prime Portfolio
         
Class   Amount
Cash Management Class
  $ 293,188  
Corporate Class
    48,197  
Personal Investment Class
    78,446  
Private Investment Class.
    249,160  
Reserve Class
    6,204  
Resource Class
    93,758  
Treasury Portfolio
         
Class   Amount
Cash Management Class
  $ 638,217  
Corporate Class
    175,004  
Personal Investment Class
    26,269  
Private Investment Class.
    112,668  
Reserve Class
    9,138  
Resource Class
    53,439  

K -1


 

Government & Agency Portfolio
         
Class   Amount
Cash Management Class
  $ 355,669  
Corporate Class
    182,246  
Personal Investment Class
    5,368  
Private Investment Class.
    184,371  
Reserve Class
    43,701  
Resource Class
    90,632  
Government TaxAdvantage Portfolio
         
Class   Amount
Cash Management Class
  $ 1,739  
Corporate Class
    30  
Personal Investment Class
    978  
Private Investment Class.
    4,625  
Reserve Class
    151  
Resource Class
    1,799  
Tax-Free Cash Reserve Portfolio
         
Class   Amount
Cash Management Class
  $ 48,157  
Corporate Class
    1,279  
Personal Investment Class
    1,863  
Private Investment Class.
    34,503  
Reserve Class
    5,212  
Resource Class
    12,688  

K -2


 

APPENDIX L
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLAN
     An estimate by activity of the allocation of actual fees paid by each class of the Fund during the year ended August 31,2011 are as follows:
                                                 
                                            Tax-Free
    Govt &   Govt Tax   Liquid   STIC           Cash
Cash Management   Agency   Advantage   Assets   Prime   Treasury   Reserve
Advertising
  $ 0     $ 0     $ 391     $ 43     $ 413     $ 3  
Printing and Mailing
    0       0       8       1       13       0  
Seminars
    0       0       78       5       79       0  
Underwriters Compensation
    0       0       0       0       0       0  
Dealers Compensation
    355,669       1,738       1,671,501       293,095       637,218       48,149  
Personnel
    0       0       433       44       494       6  
Travel Relating to Marketing
    0       0       0       0       0       0  
Annual Report Total
    355,669       1,738       1,672,411       293,188       638,217       48,158  
                                                 
                                            Tax-Free
    Govt &   Govt Tax   Liquid   STIC           Cash
Corporate   Agency   Advantage   Assets   Prime   Treasury   Reserve
Advertising
  $ 118     $ 0     $ 3,550     $ 4     $ 50     $ 0  
Printing and Mailing
    3       0       75       0       1       0  
Seminars
    30       0       829       0       9       0  
Underwriters Compensation
    0       0       0       0       0       0  
Dealers Compensation
    180,067       30       661,426       48,184       174,886       1,279  
Personnel
    1,901       0       4,247       9       58       0  
Travel Relating to Marketing
    128       0       0       0       0       0  
Annual Report Total
    182,247       30       670,127       48,197       175,004       1,279  
                                                 
                                            Tax-Free
    Govt &   Govt Tax   Liquid   STIC           Cash
Personal   Agency   Advantage   Assets   Prime   Treasury   Reserve
Advertising
  $ 0     $ 10     $ 2,305     $ 3     $ 5     $ 0  
Printing and Mailing
    0       2       0       0       0       0  
Seminars
    0       0       0       0       0       0  
Underwriters Compensation
    0       0       0       0       0       0  
Dealers Compensation
    5,367       966       131,050       78,439       26,252       1,863  
Personnel
    1       0       4,613       4       12       0  
Travel Relating to Marketing
    0       0       0       0       0       0  
Annual Report Total
    5,368       978       137,968       78,446       26,269       1,863  

L -1


 

                                                 
                                            Tax-Free
    Govt &   Govt Tax   Liquid   STIC           Cash
Private   Agency   Advantage   Assets   Prime   Treasury   Reserve
Advertising
  $ 11     $ 0     $ 4,533     $ 37     $ 39     $ 8  
Printing and Mailing
    0       0       189       0       1       0  
Seminars
    1       0       525       9       10       0  
Underwriters Compensation
    0       0       0       0       0       0  
Dealers Compensation
    184,349       4,624       718,582       249,068       112,566       34,488  
Personnel
    10       0       5,246       46       51       7  
Travel Relating to Marketing
    0       0       0       0       0       0  
Annual Report Total
    184,371       4,624       729,075       249,160       112,667       34,503  
                                                 
                                            Tax-Free
    Govt &   Govt Tax   Liquid   STIC           Cash
Reserve   Agency   Advantage   Assets   Prime   Treasury   Reserve
Advertising
  $ 975     $ 0     $ 260     $ 626     $ 0     $ 0  
Printing and Mailing
    0       0       0       137       0       0  
Seminars
    0       0       0       0       0       0  
Underwriters Compensation
    0       0       0       0       0       0  
Dealers Compensation
    17,356       151       149,379       5,441       9,138       5,212  
Personnel
    24,394       0       519       0       0       0  
Travel Relating to Marketing
    976       0       0       0       0       0  
Annual Report Total
    43,701       151       150,158       6,204       9,138       5,212  
                                                 
                                            Tax-Free
    Govt &   Govt Tax   Liquid   STIC           Cash
Resource   Agency   Advantage   Assets   Prime   Treasury   Reserve
Advertising
  $ 15     $ 0     $ 35     $ 3     $ 13     $ 0  
Printing and Mailing
    0       0       0       0       0       0  
Seminars
    4       0       11       0       2       0  
Underwriters Compensation
    0       0       0       0       0       0  
Dealers Compensation
    90,596       1,799       297,317       93,752       53,410       12,688  
Personnel
    16       0       46       3       15       0  
Travel Relating to Marketing
    0       0       0       0       0       0  
Annual Report Total
    90,631       1,799       297,409       93,758       53,440       12,688  

L -2


 

PART C
OTHER INFORMATION
Item 28. Exhibits
             
(1 )     (a) Amended and Restated Agreement and Declaration of Trust of Registrant dated September 14, 2005. (21)
 
           
 
        (b) Amendment No. 1, dated May 24, 2006, to the Amended and Restated Agreement and Declaration of Trust of Registrant dated September 14, 2005. (19)
 
           
 
        (c) Amendment No. 2, dated July 5, 2006, to the Amended and Restated Agreement and Declaration of Trust of Registrant dated September 14, 2005. (19)
 
           
 
        (d) Amendment No. 3, dated October 30, 2007, to the Amended and Restated Agreement and Declaration of Trust of Registrant dated September 14, 2005. (21)
 
           
 
        (e) Amendment No. 4, dated December 13, 2007, to the Amended and Restated Agreement and Declaration of Trust of Registrant dated September 14, 2005. (21)
 
           
 
        (f) Amendment No. 5, dated April 30, 2008, to the Amended and Restated Agreement and Declaration of Trust of Registrant dated September 14, 2005. (23)
 
           
 
        (g) Amendment No. 6, dated May 1, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant dated September 14, 2005. (23)
 
           
 
        (h) Amendment No. 7, dated June 15, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant dated September 14, 2005. (26)
 
           
 
        (i) Amendment No. 8, dated April 1, 2011, to Amended and Restated Agreement and Declaration of Trust of Registrant dated September 14, 2005. (28)
 
           
(1 )     (a) Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005. (17)
 
           
 
        (b) Amendment, adopted August 1, 2006, to Amended and Restated Bylaws of Registrant. (19)
 
           
 
        (c) Amendment No. 2 to Amended and Restated Bylaws of Registrant, adopted effective March 23, 2007. (21)
 
           
 
        (d) Amendment No. 3, adopted effective January 1, 2008, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005. (22)
 
           
        Articles II, VI, VII, VIII and IX of the Amended and Restated Agreement and Declaration of Trust, as amended, and Articles IV, V and VI of the Amended and Restated Bylaws, as amended, define rights of holders of shares.
 
           
(1 )     (a) Master Investment Advisory Agreement, dated June 1, 2000, between A I M Advisors, Inc. and Registrant. (8)
 
           
 
        (b) Amendment No. 1, dated January 1, 2002, to the Master Investment Advisory Agreement, dated June 1, 2000, between A I M Advisors, Inc. and Registrant. (12)
 
           
 
        (c) Amendment No. 2, dated November 24, 2003, to the Master Investment

C-1


 

             
 
          Advisory Agreement, dated June 1, 2000, between A I M Advisors, Inc. and Registrant. (15)
 
           
 
        (d) Amendment No. 3, dated October 30, 2007, to the Master Investment Advisory Agreement, dated June 1, 2000, between A I M Advisors, Inc. and Registrant. (21)
 
           
 
        (e) Amendment No. 4, dated April 30, 2008, to the Master Investment Advisory Agreement, dated June 1, 2000, between Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., and Registrant. (23)
 
           
 
        (f) Amendment No. 5, dated January 1, 2010, to the Master Investment Advisory Agreement, dated June 1, 2000, between Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc., and Registrant. (26)
 
           
 
(2 )     (a) Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, 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 AIM Funds Management Inc. (23)
 
           
 
        (b) Amendment No. 1, dated January 1, 2010, 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 Ltd., Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, 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. (26)
 
           
(1 )     (a) Master Distribution Agreement, dated December 7, 2007, between A I M Distributors, Inc. and Registrant. (21)
 
           
 
        (b) Amendment No. 1, dated December 13, 2007, to the Master Distribution Agreement, dated December 7, 2007, between A I M Distributors, Inc. and Registrant. (21)
 
           
 
        (c) Amendment No. 2, dated April 30, 2008, to the Master Distribution Agreement, dated December 7, 2007, between Invesco Aim Distributors, Inc., formerly A I M Distributors, Inc., and Registrant. (23)
 
           
(1 )     Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as approved by the Board of Directors/Trustees on December 31, 2010. (28)
 
           
 
(2 )     Form of AIM Funds Trustee Deferred Compensation Agreement, as approved by the Board of Directors/Trustees on December 31, 2010. (28)
 
           
(1 )     (a) Custodian Agreement, dated October 15, 1993, between The Bank of New York and Registrant. (1)
 
           
 
        (b) Amendment, dated July 30, 1996, to the Custodian Agreement, dated October 15, 1993, between The Bank of New York and Registrant. (2)
 
           
(1 )     (a) Transfer Agency and Service Agreement, dated December 29, 1997, between AIM Investment Services, Inc. (formerly known as A I M Fund Services, Inc.) and Registrant. (3)

C-2


 

             
 
        (b) Amendment No. 1, dated January 1, 1999, to the Transfer Agency and Service Agreement, dated December 29, 1997, between AIM Investment Services, Inc. (formerly known as A I M Fund Services, Inc.) and Registrant. (3)
 
           
 
        (c) Amendment No. 2, dated July 1, 1999, to the Transfer Agency and Service Agreement, dated December 29, 1997, between AIM Investment Services, Inc. (formerly known as A I M Fund Services, Inc.) and Registrant. (5)
 
           
 
        (d) Amendment No. 3, dated July 1, 2005, to the Transfer Agency and Service Agreement, dated December 29, 1997, between AIM Investment Services, Inc. and Registrant. (18)
 
           
 
        (e) Amendment No. 4, dated July 1, 2006, to the Transfer Agency and Service Agreement, dated December 29, 1997, between AIM Investment Services, Inc. and Registrant. (19)
 
           
 
(2 )     (a) Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between A I M Advisors, Inc. and Registrant. (19)
 
           
 
        (b) Amendment No. 1, dated April 30, 2008, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., and Registrant. (23)
 
           
 
        (c) Amendment No. 2, dated January 1, 2010, to the Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc., and Registrant. (26)
 
           
 
(3 )     Memorandum of Agreement related to expense limitations, dated December 13, 2011 between Registrant and Invesco Advisers, Inc (28)
 
           
 
(4 )     Memorandum of Agreement related to 12b-1 fee waivers, dated December 13, 2011, between Registrant and Invesco Distributors, Inc (28)
 
           
 
(5 )     Memorandum of Agreement related to advisory fee waiver, dated December 13, 2011, between Registrant and Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc. (28)
 
           
 
(6 )     Sixth Amended and Restated Memorandum of Agreement regarding securities lending waiver, dated November 29, 2010, between Registrant and Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc. (28)
 
           
 
(7 )     Fourth Amended and Restated Interfund Loan Agreement, dated April 30, 2011, between Registrant and Invesco Advisers, Inc. (28)
 
           
 
(8 )     Agreement and Plan of Reorganization, dated July 30, 2003, between Short-Term Investments Co., a Maryland corporation, and Short-Term Investments Trust, a Delaware statutory trust previously filed with the Proxy Statement of Short-Term Investments Co. on August 1, 2003 is incorporated herein by reference.
 
           
i
        Legal Opinion — None.
 
           
j
(1 )     Consent of Consent of Stradley Ronon Stevens & Young, LLP. (28)
 
           
 
(2 )     Consent of PricewaterhouseCoopers LLP. (28)

C-3


 

             
k
        Omitted Financial Statements- Not Applicable
 
           
l
        Agreement Concerning Initial Capitalization of Registrant’s Tax-Free Cash Reserve Portfolio, dated April 29, 2008. (23)
 
           
(1 )     (a) Third Amended and Restated Master Distribution Plan pursuant to Rule 12b-1, effective as of December 7, 2007. (21)
 
           
 
        (b) Amendment No. 1, dated December 13, 2007, to the Third Amended and Restated Master Distribution Plan pursuant to Rule 12b-1, effective as of December 7, 2007. (21)
 
           
 
        (c) Amendment No. 2, dated April 30, 2008, to the Third Amended and Restated Master Distribution Plan pursuant to Rule 12b-1, effective as of December 7, 2007. (23)
 
           
 
(2 )     Amended and Restated Master Related Agreement to Third Amended and Restated Master Distribution Plan, effective as of April 30, 2008. (23)
 
           
 
(3 )     (a) Form of Shareholder Service Agreement to be used in connection with Registrant’s Amended and Restated Master Distribution Plan, as amended. (4)
 
           
 
        (b) Form of Shareholder Services Agreement to be used in connection with Registrant’s Amended and Restated Master Distribution Plan, as amended. (6)
 
           
 
        (c) Form of Shareholder Service Agreement for Broker Dealers and Banks to be used in connection with Registrants Amended and Restated Master Distribution Plan, as amended. (15)
 
           
(1 )     (a) Sixteenth Amended and Restated Multiple Class Plan of The AIM Family of Funds ® , effective December 12, 2001, and as further amended and restated as of February 1, 2010. (26)
 
           
 
        (b) Seventeenth Amended and Restated Multiple Class Plan of The AIM Family of Funds ® , effective December 12, 2001, and as further amended and restated as of February 12, 2010. (26)
 
           
 
        (c) Eighteenth Amended and Restated Multiple Class Plan of The Invesco Family of Funds ® , effective December 12, 2001, and as further amended and restated as of April 1, 2010. (26)
 
           
o
        Reserved.
 
           
(1 )     Invesco Advisers, Inc. Code of Ethics, adopted January 1, 2011, relating to Invesco Advisers, Inc. and any of its subsidiaries. (28)
 
           
 
(2 )     Invesco Asset Management Limited Code of Ethics dated 2010, relating to Invesco UK. (28)
 
           
 
(3 )     Invesco Asset Management (Japan) Limited Code of Ethics on behalf of Invesco Japan fund. (28)
 
           
 
(4 )     Invesco Staff Ethics and Personal Share Dealing, dated May 2010, relating to Invesco Hong Kong Limited. (28)

C-4


 

             
 
(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 AIM Trimark Personal Trading Policy, revised November 2010, together the Code of Ethics relating to Invesco Trimark Ltd. (28)
 
           
 
(6 )     Invesco Asset Management Deutschland (GmbH) Code of Ethics relating to Invesco Continental. (28)
 
           
 
(7 )     Invesco Ltd Code of Conduct, revised October 2010, relating to Invesco Australia Limited. (28)
 
           
 
(8 )     Invesco Senior Secured Management Code of Ethics. (28)
 
           
        Powers of Attorney for Arch, Baker, Bayley, Bunch, Crockett, Dammeyer, Dowden, Fields, Flanagan, Frischling, Mathai-Davis, Soll, Sonnenschein, Stickel, Taylor and Whalen. (27)
 
(1)   Incorporated herein by reference to PEA No. 27, filed electronically on November 14, 1994.
 
(2)   Incorporated herein by reference to PEA No. 29, filed electronically on December 18, 1996.
 
(3)   Incorporated herein by reference to PEA No. 30, filed electronically on December 17, 1997.
 
(4)   Incorporated herein by reference to PEA No. 32, filed electronically on November 25, 1998.
 
(5)   Incorporated herein by reference to PEA No. 33, filed electronically on November 8, 1999.
 
(6)   Incorporated herein by reference to PEA No. 34, filed electronically on March 31, 2000.
 
(7)   Incorporated herein by reference to PEA No. 35, filed electronically on May 24, 2000.
 
(8)   Incorporated herein by reference to PEA Nos. 36, 37 and 38, filed electronically on December 29, 2000.
 
(9)   Incorporated herein by reference to PEA No. 40, filed electronically on February 16, 2001.
 
(10)   Incorporated herein by reference to PEA No. 41, filed electronically on October 1, 2001.
 
(11)   Incorporated herein by reference to PEA No. 42, filed electronically on October 30, 2001.
 
(12)   Incorporated herein by reference to PEA No. 44, filed electronically on December 18, 2002.
 
(13)   Incorporated herein by reference to PEA No. 45, filed electronically on August 28, 2003.
 
(14)   Incorporated herein by reference to PEA 47, filed electronically on November 21, 2003.
 
(15)   Incorporated herein by reference to PEA 48, filed electronically on December 2, 2004.
 
(16)   Incorporated herein by reference to PEA 49, filed electronically on February 25, 2005.
 
(17)   Incorporated herein by reference to PEA 50, filed electronically on October 20, 2005.
 
(18)   Incorporated herein by reference to PEA 51, filed electronically on December 19, 2006.
 
(19)   Incorporated herein by reference to PEA 52, filed electronically on October 13, 2006.
 
(20)   Incorporated herein by reference to PEA 53, filed electronically on December 14, 2006
 
(21)   Incorporated herein by reference to PEA 54, filed electronically on December 18, 2007.
 
(22)   Incorporated herein by reference to PEA 55, filed electronically on February 20, 2008.
 
(23)   Incorporated herein by reference to PEA 56, filed electronically on July 23, 2008.
 
(24)   Incorporated herein by reference to PEA 57, filed electronically on December 17, 2008.
 
(25)   Incorporated herein by reference to PEA 58, filed electronically on December 4, 2009.
 
(26)   Incorporated herein by reference to PEA 59, filed electronically on October 15, 2010.
 
(27)   Incorporated herein by reference to PEA 61, filed electronically on December 21, 2010.
 
(28)   Filed herewith electronically.
Item 29. Persons Controlled by or Under Common Control With the Fund
None.

C-5


 

Item 30. Indemnification
Indemnification provisions for officers, trustees, and employees of the Registrant are set forth in Article VIII of the Registrant’s Amended and Restated Agreement and Declaration of Trust and Article VIII of its Amended and Restated Bylaws, and are hereby incorporated by reference. See Item 23(a) and (b) above. Under the Amended and Restated Agreement and Declaration of Trust, amended and restated effective as of September 14, 2005, as amended, (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust act, the Registrant’s Bylaws and other applicable law; (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class).
The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund Directors and Officers Liability Policy, issued by ICI Mutual Insurance Company and certain other domestic insurers, with a $80,000,000 (plus an additional $20,000,000 limit that applies to independent directors/trustees only).
Section 16 of the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc. (Invesco) provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Invesco or any of its officers, directors or employees, that Invesco shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of Invesco to any series of the Registrant shall not automatically impact liability on the part of Invesco to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant.
Section 9 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the Sub-Advisory Contract) between Invesco, on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and AIM Funds Management Inc. (now known as Invesco Trimark Ltd.) (each a Sub-Adviser, collectively the Sub-Advisers) provides that the Sub-Advisor 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.

C-6


 

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, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy, as expressed in the Act and will be governed by final adjudication of such issue.
Item 31. Business and Other Connections of Investment Adviser
The only employment of a substantial nature of Adviser’s directors and officers is with the Advisers and its affiliated companies. For information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (each a Sub-Advisor, collectively the Sub-Advisors) reference is made to Form ADV filed under the Investment Advisers Act of 1940 by each Sub-Adviser herein incorporated by reference. Reference is also made to the caption “Fund Management — The Advisers” of the Prospectus which comprises Part A of the Registration Statement, and to the caption “Management of the Trust” of the Statement of Additional Information which comprises Part B of the Registration Statement, and to Item 27(b) of this Part C.
Item 32. Principal Underwriters
(a)   Invesco Distributors, Inc., the Registrant’s principal underwriter, also acts as a principal underwriter to the following investment companies:     
AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM 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)

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

C-7


 

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
Business Address*   Underwriter   with Registrant
 
       
Robert Brooks
  Director   None
 
       
John S. Cooper
  Director & President   Assistant Vice President
 
       
Eric P. Johnson
  Executive Vice President   None
 
       
Karen Dunn Kelley
  Executive Vice President   Principal Executive Officer & President
 
       
Brian Lee
  Executive Vice President   None
 
       
Ben Utt
  Executive Vice President   None
 
       
LuAnn S. Katz
  Senior Vice President   None
 
       
Ivy B. McLemore
  Senior Vice President   None
 
       
Lyman Missimer III
  Senior Vice President   Assistant Vice President
 
       
David J. Nardecchia
  Senior Vice President   None
 
       
Margaret A. Vinson
  Senior Vice President   None
 
       
Gary K. Wendler
  Senior Vice President   Assistant Vice President
 
       
Eliot Honaker
  Senior Vice President   None
 
       
Greg J. Murphy
  Senior Vice President   None
 
       
John M. Zerr
  Senior Vice President & Secretary   Senior Vice President, Chief Legal Officer & Secretary
 
       
Annette Lege
  Chief Financial Officer & Treasurer   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)   None.

C-8


 

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 its principal executive offices, except for those relating to certain transactions in portfolio securities that are maintained by the Registrant’s Custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110-2801, 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 Limited
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
41/F, Citibank Tower
3 Garden Road, Central
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-9


 

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 14 th day of December, 2011.
             
    Registrant: SHORT-TERM INVESTMENTS TRUST    
 
 
  By:        /s/ Karen Dunn Kelley    
 
           
 
            Karen Dunn Kelley, 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/ Karen Dunn Kelley
  President   December 14, 2011
 
       
(Karen Dunn Kelley)
  (Principal Executive Officer)    
 
       
/s/ David C. Arch*
  Trustee   December 14, 2011
 
       
(David C. Arch)
       
 
       
/s/ Bob R. Baker*
  Trustee   December 14, 2011
 
       
(Bob R. Baker)
       
 
       
/s/ Frank S. Bayley*
  Trustee   December 14, 2011
 
       
(Frank S. Bayley)
       
 
       
/s/ James T. Bunch*
  Trustee   December 14, 2011
 
       
(James T. Bunch)
       
 
       
/s/ Bruce L. Crockett*
  Chair & Trustee   December 14, 2011
 
       
(Bruce L. Crockett)
       
 
       
/s/ Rod Dammeyer*
  Trustee   December 14, 2011
 
       
(Rod Dammeyer)
       
 
       
/s/ Albert R. Dowden*
  Trustee   December 14, 2011
 
       
(Albert R. Dowden)
       
 
       
/s/ Martin L. Flanagan*
  Trustee   December 14, 2011
 
       
(Martin L. Flanagan)
       
 
       
/s/ Jack M. Fields*
  Trustee   December 14, 2011
 
       
(Jack M. Fields)
       
 
       
/s/ Carl Frischling*
  Trustee   December 14, 2011
 
       
(Carl Frischling)
       
 
       
/s/ Prema Mathai-Davis*
  Trustee   December 14, 2011
 
       
(Prema Mathai-Davis)
       

 


 

         
SIGNATURES   TITLE   DATE
 
       
/s/ Larry Soll*
  Trustee   December 14, 2011
 
       
(Larry Soll)
       
 
       
/s/ Hugo F. Sonnenschein*
  Trustee   December 14, 2011
 
       
(Hugo F. Sonnenschein)
       
 
       
/s/ Raymond Stickel, Jr.*
  Trustee   December 14, 2011
 
       
(Raymond Stickel, Jr.)
       
 
       
/s/ Wayne W. Whalen*
  Trustee   December 14, 2011
 
       
(Wayne W. Whalen)
       
 
       
/s/ Sheri Morris
 
(Sheri Morris)
  Vice President & Treasurer
(Principal Financial and Accounting Officer)
  December 14, 2011
         
*By
       /s/ Philip A. Taylor
 
     Philip A. Taylor
     Attorney-in-Fact
   
 
*   Philip A. Taylor, pursuant to powers of attorney filed in Registrant’s Post-Effective Amendment No. 61 on December 21, 2010.

 


 

INDEX
     
Exhibit    
Number   Description
a(1)(i)
  Amendment No. 8, dated April 1, 2011, to Amended and Restated Agreement and Declaration of Trust of Registrant dated September 14, 2005.
 
   
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 AIM Funds Trustee Deferred Compensation Agreement, as^ approved by the Board of Directors/Trustees on December 31, 2010.
 
   
h(3)
  Memorandum of Agreement related to expense limitations, dated December 13, 2011 between Registrant and Invesco Advisers, Inc.
 
   
h(4)
  Memorandum of Agreement related to 12b-1 fee waivers, dated December 13, 2011, between Registrant and Invesco Distributors, Inc.
 
   
h(5)
  Memorandum of Agreement related to advisory fee waiver, dated December 13, 2011, between Registrant and Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc.
 
   
h(6)
  Sixth Amended and Restated Memorandum of Agreement regarding securities lending waiver, dated November 29, 2010, between Registrant and Invesco Advisers, Inc., formerly Invesco Aim Advisors, Inc.
 
   
h(7)
  Fourth Amended and Restated Interfund Loan Agreement, dated April 30, 2011, between Registrant and Invesco Advisers, Inc.
 
   
j (1)
  Consent of Stradley Ronon Stevens & Young, LLP
 
   
j (2)
  Consent of PricewaterhouseCoopers LLP
 
   
p(1)
  Invesco Advisers, Inc. Code of Ethics, adopted January 1, 2011, relating to Invesco Advisers, Inc. and any of its subsidiaries.
 
   
p(2)
  InvescoAsset Management Limited Code of Ethics dated 2010, relating to Invesco UK.
 
   
p(3)
  Invesco Asset Management (Japan) Limited Code of Ethics on behalf of Invesco Japan fund.
 
   
p(4)
  Invesco Staff Ethics and Personal Share Dealing, dated May 2010, relating to Invesco Hong Kong Limited.
 
   
p(5)
  Invesco Ltd. Code of Conduct, revised October 2010, relating toInvesco Trimark Ltd., Invesco Trimark Ltd., Policy No. D-6 Gifts and Entertainment, revised December 2009, and Policy No. D-7 AIM Trimark Personal Trading Policy, revised November 2010, together the Code of Ethics relating to Invesco Trimark Ltd.
 
   
p(6)
  Invesco Asset Management Deutschland (GmbH) Code of Ethics relating to Invesco Continental.
 
   
p(7)
  Invesco Ltd Code of Conduct, revised October 2010, relating to Invesco Australia Limited.
 
   
p(8)
  Invesco Senior Secured Management Code of Ethics.

 

AMENDMENT NO. 8
TO THE AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST OF
SHORT-TERM INVESTMENTS TRUST
          This Amendment No. 8 (the “Amendment”) to the Amended and Restated Agreement and Declaration of Trust of Short-Term Investments Trust (the “Trust”) amends, effective as of April 1, 2011, the Amended and Restated Agreement and Declaration of Trust of the Trust dated as of September 14, 2005, as amended (the “Agreement”).
          Under Section 9.7 of the Agreement, this Amendment may be executed by a duly authorized officer of the Trust.
          WHEREAS, the Trustees of the Trust approved this amendment and a vote of the Shareholders is not required for this amendment;
          NOW, THEREFORE, the Agreement is hereby amended as follows:
     1. Section 3.2 is amended to read as follows:
          Section 3.2 Trustees . The number of Trustees shall be such number as shall be fixed from time to time by a majority of the Trustees; provided, however, that the number of Trustees shall in no event be less than two (2) nor more than sixteen (16).
     2. All capitalized terms are used herein as defined in the Agreement unless otherwise defined herein. All references in the Agreement to “this Agreement” shall mean the Agreement as amended by this Amendment.
     3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.
     IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of April 1, 2011.
         
     
  By:             /s/ John M. Zerr    
  Name:   John M. Zerr   
  Title:   Senior Vice President   
 

 

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

1


 

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).

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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

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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

5


 

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

6


 

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.

7


 

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

8


 

      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

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, including litigation expenses;; 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. 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 December 13, 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 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, 2012
Class C Shares
  Contractual     2.00 %   April 14, 2006   December 31, 2012
Class R Shares
  Contractual     1.75 %   April 14, 2006   December 31, 2012
Class Y Shares
  Contractual     1.25 %   October 3, 2008   December 31, 2012
Institutional Class Shares
  Contractual     1.25 %   April 14, 2006   December 31, 2012
 
                   
Invesco S&P 500 Index Fund
                   
Class A Shares
  Contractual     0.65 %   February 12, 2010   June 30, 2012
Class B Shares
  Contractual     1.40 %   February 12, 2010   June 30, 2012
Class C Shares
  Contractual     1.40 %   February 12, 2010   June 30, 2012
Class Y Shares
  Contractual     0.40 %   February 12, 2010   June 30, 2012
Invesco Global Real Estate Income Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   December 31, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   December 31, 2012
Class C Shares
  Contractual     2.75 %   July 1, 2009   December 31, 2012
Class Y Shares
  Contractual     1.75 %   July 1, 2009   December 31, 2012
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   December 31, 2012
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
 
                   
Invesco Van Kampen American Franchise Fund
  Contractual     1.05 %   May 23, 2011   June 30, 2013
Class A Shares
  Contractual     1.22 % 8   May 23, 2011   June 30, 2013
Class B Shares
  Contractual     1.80 %   May 23, 2011   June 30, 2013
Class C Shares
  Contractual     1.30 %   May 23, 2011   June 30, 2013
Class R Shares
  Contractual     0.80 %   May 23, 2011   June 30, 2013
Class Y Shares
  Contractual     0.80 %   May 23, 2011   June 30, 2013
Institutional Class Shares
                   
See page 14 for footnotes to Exhibit A.

3


 

as of December 13, 2011
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
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, 2013
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2013
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2013
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2013
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2013
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2013
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2013
Invesco Charter Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2013
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2013
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2013
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2013
Class S Shares
  Contractual     1.90 %   September 25, 2009   February 28, 2013
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2013
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2013
Invesco Constellation Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2013
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2013
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2013
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2013
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2013
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2013
 
                   
See page 14 for footnotes to Exhibit A.

4


 

as of December 13, 2011
                     
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Invesco Disciplined Equity Fund
                   
Class Y Shares
  Contractual     1.75 %   July 14, 2009   February 28, 2013
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, 2013
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2013
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2013
Class P Shares
  Contractual     1.85 %   July 1, 2009   February 28, 2013
Class S Shares
  Contractual     1.90 %   September 25, 2009   February 28, 2013
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2013
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2013
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, 2013
Class B Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2013
Class C Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2013
Class Y Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2013
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, 2013
Class B Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2013
Class C Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2013
Class Y Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2013
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2013
 
Invesco Small Cap Equity Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2013
Class B Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2013
Class C Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2013
Class R Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2013
Class Y Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2013
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2013
See page 14 for footnotes to Exhibit A.

5


 

as of December 13, 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, 2013
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2013
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2013
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2013
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2013
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2013
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2013
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2013
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2013
 
                   
Invesco Balanced-Risk Retirement 2030 Fund 3
                   
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2013
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2013
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2013
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2013
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2013
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2013
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2013
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2013
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2013
 
                   
Invesco Balanced-Risk Retirement 2040 Fund 4
                   
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2013
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2013
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2013
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2013
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2013
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2013
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2013
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2013
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2013
 
                   
Invesco Balanced-Risk Retirement 2050 Fund 5
                   
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2013
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2013
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2013
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2013
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2013
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2013
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2013
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2013
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2013
 
                   
Invesco Balanced-Risk Retirement Now Fund 6
                   
Class A Shares
  Contractual     0.25 %   November 4, 2009   April 30, 2013
Class A5 Shares
  Contractual     0.25 %   February 12, 2010   April 30, 2013
Class B Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2013
Class C Shares
  Contractual     1.00 %   November 4, 2009   April 30, 2013
Class C5 Shares
  Contractual     1.00 %   February 12, 2010   April 30, 2013
Class R Shares
  Contractual     0.50 %   November 4, 2009   April 30, 2013
Class R5 Shares
  Contractual     0.50 %   February 12, 2010   April 30, 2013
Class Y Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2013
Institutional Class Shares
  Contractual     0.00 %   November 4, 2009   April 30, 2013
See page 14 for footnotes to Exhibit A.

6


 

as of December 13, 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, 2013
Class B Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2013
Class C Shares
  Contractual     3.00 %   July 1, 2009   April 30, 2013
Class R Shares
  Contractual     2.50 %   July 1, 2009   April 30, 2013
Class Y Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2013
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2013
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     0.25 %   May 1, 2012   April 30, 2013
Class B Shares
  Contractual     1.00 %   May 1, 2012   April 30, 2013
Class C Shares
  Contractual     1.00 %   May 1, 2012   April 30, 2013
Class R Shares
  Contractual     0.50 %   May 1, 2012   April 30, 2013
Class Y Shares
  Contractual     0.00 %   May 1, 2012   April 30, 2013
Institutional Class Shares
  Contractual     0.00 %   May 1, 2012   April 30, 2013
 
                   
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, 2013
Class B Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2013
Class C Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2013
Class R Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2013
Class Y Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2013
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2013
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 December 13, 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, 2013
Class B Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2013
Class C Shares
  Contractual     2.75 %   July 1, 2009   April 30, 2013
Class R Shares
  Contractual     2.25 %   July 1, 2009   April 30, 2013
Class Y Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2013
Investor Class Shares
  Contractual     2.00 %   July 1, 2009   April 30, 2013
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   April 30, 2013
 
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, 2013
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2013
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2013
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2013
Invesco European Growth Fund
                   
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2013
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2013
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2013
Class R Shares
  Contractual     2.50 %   July 1, 2009   February 28, 2013
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2013
Investor Class Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2013
Invesco Global Growth Fund
                   
Class A Shares
  Contractual     1.32 %   December 19, 2011   December 31, 2012
Class B Shares
  Contractual     2.07 %   December 19, 2011   December 31, 2012
Class C Shares
  Contractual     2.07 %   December 19, 2011   December 31, 2012
Class Y Shares
  Contractual     1.07 %   December 19, 2011   December 31, 2012
Institutional Class Shares
  Contractual     1.07 %   December 19, 2011   December 31, 2012
Invesco Global Small & Mid Cap Growth Fund
                   
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2013
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2013
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2013
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2013
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2013
Invesco International Core Equity Fund
                   
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2013
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2013
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2013
Class R Shares
  Contractual     2.50 %   July 1, 2009   February 28, 2013
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2013
Investor Class Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2013
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2013
 
                   
See page 14 for footnotes to Exhibit A.
                   

8


 

as of December 13, 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, 2013
Class B Shares
  Contractual     1.97 %   November 29, 2010   February 28, 2013
Class C Shares
  Contractual     1.97 %   November 29, 2010   February 28, 2013
Class R Shares
  Contractual     1.47 %   November 29, 2010   February 28, 2013
Class Y Shares
  Contractual     0.97 %   November 29, 2010   February 28, 2013
Institutional Class Shares
  Contractual     0.97 %   November 29, 2010   February 28, 2013
Invesco China Fund
                   
Class A Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2013
Class B Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2013
Class C Shares
  Contractual     3.00 %   July 1, 2009   February 28, 2013
Class Y Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2013
Institutional Class Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2013
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   February 28, 2013
Class C Shares
  Contractual     2.60 %   May 11, 2011   February 28, 2013
Class R Shares
  Contractual     2.10 %   May 11, 2011   February 28, 2013
Class Y Shares
  Contractual     1.60 %   May 11, 2011   February 28, 2013
Institutional Class Shares
  Contractual     1.60 %   May 11, 2011   February 28, 2013
Invesco Emerging Market Local Currency Debt Fund
                   
Class A Shares
  Contractual     1.24 %   June 14, 2010   February 28, 2013
Class B Shares
  Contractual     1.99 %   June 14, 2010   February 28, 2013
Class C Shares
  Contractual     1.99 %   June 14, 2010   February 28, 2013
Class R Shares
  Contractual     1.49 %   June 14, 2010   February 28, 2013
Class Y Shares
  Contractual     0.99 %   June 14, 2010   February 28, 2013
Institutional Class Shares
  Contractual     0.99 %   June 14, 2010   February 28, 2013
See page 14 for footnotes to Exhibit A.

9


 

as of December 13, 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, 2013
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2013
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2013
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2013
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2013
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2013
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, 2013    
Class B Shares
  Contractual     1.85 %   March 31, 2006   February 28, 2013
Class C Shares
  Contractual     1.85 %   March 31, 2006   February 28, 2013
Class Y Shares
  Contractual     0.85 %   October 3, 2008   February 28, 2013
Institutional Class Shares
  Contractual     0.85 %   March 31, 2006   February 28, 2013
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 Premium Income Fund
                   
Class A Shares
  Contractual     0.89 %   December 13, 2011   February 28, 2013
Class C Shares
  Contractual     1.64 %   December 13, 2011   February 28, 2013
Class R Shares
  Contractual     1.14 %   December 13, 2011   February 28, 2013
Class Y Shares
  Contractual     0.64 %   December 13, 2011   February 28, 2013
Institutional Class Shares
  Contractual     0.64 %   December 13, 2011   February 28, 2013
Invesco Small Companies Fund
                   
Class A Shares
  Contractual     2.00 %   July 1, 2009   February 28, 2013
Class B Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2013
Class C Shares
  Contractual     2.75 %   July 1, 2009   February 28, 2013
Class R Shares
  Contractual     2.25 %   July 1, 2009   February 28, 2013
Class Y Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2013
Institutional Class Shares
  Contractual     1.75 %   July 1, 2009   February 28, 2013
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 December 13, 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 December 13, 2011
                     
    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
  Contractual     2.00 %   July 1, 2009   August 31, 2012
Class A Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2012
Class B Shares
  Contractual     2.75 %   July 1, 2009   August 31, 2012
Class C Shares
  Contractual     1.75 %   July 1, 2009   August 31, 2012
Class Y Shares
  Contractual     2.00 %   July 1, 2009   August 31, 2012
Investor Class Shares
                   
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 December 13, 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 December 13, 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   Following the 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   Following the 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   Following the 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   Following the 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   Following the 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 December 13, 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, 2012
Corporate Class
  Contractual     0.17 %   July 1, 2009   December 31, 2012
Institutional Class
  Contractual     0.14 %   July 1, 2009   December 31, 2012
Personal Investment Class
  Contractual     0.69 % 2   July 1, 2009   December 31, 2012
Private Investment Class
  Contractual     0.44 % 2   July 1, 2009   December 31, 2012
Reserve Class
  Contractual     1.01 % 2   July 1, 2009   December 31, 2012
Resource Class
  Contractual     0.30 % 2   July 1, 2009   December 31, 2012
 
                               
Government TaxAdvantage Portfolio
                               
Cash Management Class
  Contractual     0.22 % 2   July 1, 2009   December 31, 2012
Corporate Class
  Contractual     0.17 %   July 1, 2009   December 31, 2012
Institutional Class
  Contractual     0.14 %   July 1, 2009   December 31, 2012
Personal Investment Class
  Contractual     0.69 % 2   July 1, 2009   December 31, 2012
Private Investment Class
  Contractual     0.39 % 2   July 1, 2009   December 31, 2012
Reserve Class
  Contractual     1.01 % 2   July 1, 2009   December 31, 2012
Resource Class
  Contractual     0.30 % 2   July 1, 2009   December 31, 2012
 
                               
Liquid Assets Portfolio
                               
Cash Management Class
  Contractual     0.22 % 2   July 1, 2009   December 31, 2012
Corporate Class
  Contractual     0.17 %   July 1, 2009   December 31, 2012
Institutional Class
  Contractual     0.14 %   July 1, 2009   December 31, 2012
Personal Investment Class
  Contractual     0.69 % 2   July 1, 2009   December 31, 2012
Private Investment Class
  Contractual     0.44 % 2   July 1, 2009   December 31, 2012
Reserve Class
  Contractual     1.01 % 2   July 1, 2009   December 31, 2012
Resource Class
  Contractual     0.34 %   July 1, 2009   December 31, 2012
 
                               
STIC Prime Portfolio
                               
Cash Management Class
  Contractual     0.22 % 2   July 1, 2009   December 31, 2012
Corporate Class
  Contractual     0.17 %   July 1, 2009   December 31, 2012
Institutional Class
  Contractual     0.14 %   July 1, 2009   December 31, 2012
Personal Investment Class
  Contractual     0.69 % 2   July 1, 2009   December 31, 2012
Private Investment Class
  Contractual     0.44 % 2   July 1, 2009   December 31, 2012
Reserve Class
  Contractual     1.01 % 2   July 1, 2009   December 31, 2012
Resource Class
  Contractual     0.30 % 2   July 1, 2009   December 31, 2012
 
                               
Tax-Free Cash Reserve Portfolio 3
                               
Cash Management Class
  Contractual     0.33 % 2   July 1, 2009   December 31, 2012
Corporate Class
  Contractual     0.28 %   July 1, 2009   December 31, 2012
Institutional Class
  Contractual     0.25 %   July 1, 2009   December 31, 2012
Personal Investment Class
  Contractual     0.80 % 2   July 1, 2009   December 31, 2012
Private Investment Class
  Contractual     0.50 % 2   July 1, 2009   December 31, 2012
Reserve Class
  Contractual     1.12 % 2   July 1, 2009   December 31, 2012
Resource Class
  Contractual     0.41 % 2   July 1, 2009   December 31, 2012
 
                               
Treasury Portfolio
                               
Cash Management Class
  Contractual     0.22 % 2   July 1, 2009   December 31, 2012
Corporate Class
  Contractual     0.17 %   July 1, 2009   December 31, 2012
Institutional Class
  Contractual     0.14 %   July 1, 2009   December 31, 2012
Personal Investment Class
  Contractual     0.69 % 2   July 1, 2009   December 31, 2012
Private Investment Class
  Contractual     0.44 % 2   July 1, 2009   December 31, 2012
Reserve Class
  Contractual     1.01 % 2   July 1, 2009   December 31, 2012
Resource Class
  Contractual     0.30 % 2   July 1, 2009   December 31, 2012
 
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 December 13, 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     0.69 %   January 1, 2012   June 30, 2013
 
                               
Series II Shares
  Contractual     0.94 %   January 1, 2012   June 30, 2013
 
                               
Invesco V.I. Basic Value Fund
                               
Series I Shares
  Contractual     1.30 %   January 1, 2005   April 30, 2013
 
                               
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2013
 
                               
Invesco V.I. Capital Appreciation Fund
                               
Series I Shares
  Contractual     1.30 %   January 1, 2005   April 30, 2013
 
                               
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2013
 
                               
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, 2013
 
                               
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2013
 
                               
Invesco V.I. Diversified Income Fund
                               
Series I Shares
  Contractual     0.75 %   July 1, 2005   April 30, 2013
 
                               
Series II Shares
  Contractual     1.00 %   July 1, 2005   April 30, 2013
 
                               
Invesco V.I. Dividend Growth Fund
                               
Series I Shares
  Contractual     0.77 %   July 1, 2012   April 30, 2013
 
                               
Series II Shares
  Contractual     1.02 %   July 1, 2012   April 30, 2013
 
                               
Invesco V.I. Global Health Care Fund
                               
Series I Shares
  Contractual     1.30 %   April 30, 2004   April 30, 2013
 
                               
Series II Shares
  Contractual     1.45 %   April 30, 2004   April 30, 2013
 
                               
Invesco V.I. Global Real Estate Fund
                               
Series I Shares
  Contractual     1.30 %   April 30, 2004   April 30, 2013
 
                               
Series II Shares
  Contractual     1.45 %   April 30, 2004   April 30, 2013
 
                               
Invesco V.I. Government Securities Fund
                               
Series I Shares
  Contractual     0.70 %   July 1, 2012   April 30, 2013
 
                               
Series II Shares
  Contractual     0.95 %   July 1, 2012   April 30, 2013
 
1   Includes waived fees or reimbursed expenses that Invesco receives from Invesco Cayman Commodity Fund IV, Ltd.

16


 

as of December 13, 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, 2013
 
                               
Series II Shares
  Contractual     1.26 %   April 30, 2004   April 30, 2013
 
                               
Invesco V.I. Mid Cap Core Equity Fund
                               
Series I Shares
  Contractual     1.30 %   September 10, 2001   April 30, 2013
 
                               
Series II Shares
  Contractual     1.45 %   September 10, 2001   April 30, 2013
 
                               
Invesco V.I. Money Market Fund
                               
Series I Shares
  Contractual     1.30 %   January 1, 2005   April 30, 2013
 
                               
Series II Shares
  Contractual     1.45 %   January 1, 2005   April 30, 2013
 
                               
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, 2013
 
                               
Series II Shares
  Contractual     1.40 %   July 1, 2005   April 30, 2013
 
                               
Invesco V.I. Technology Fund
                               
Series I Shares
  Contractual     1.30 %   April 30, 2004   April 30, 2013
 
                               
Series II Shares
  Contractual     1.45 %   April 30, 2004   April 30, 2013
 
                               
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     0.94 %   July 1, 2012   April 30, 2013

17


 

as of December 13, 2011
                                 
    Contractual/   Expense   Effective Date of   Expiration
Fund   Voluntary   Limitation   Current Limit   Date
Series II Shares
  Contractual     1.19 %   July 1, 2012   April 30, 2013
 
Invesco Van Kampen V.I. Comstock Fund
                               
Series I Shares
  Contractual     0.72 %   July 1, 2012   April 30, 2013
 
                               
Series II Shares
  Contractual     0.97 %   July 1, 2012   April 30, 2013
 
                               
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     0.72 %   July 1, 2012   April 30, 2013
 
                               
Series II Shares
  Contractual     0.97 %   July 1, 2012   April 30, 2013
 
                               
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 December 13, 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 December 13, 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 December 13, 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
(12b-1 Fee Waivers/Limits)
     This Memorandum of Agreement is entered into as of the effective date listed on Exhibit “A” of this agreement, between AIM Investment Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and Short-Term Investments Trust (each a “Trust” and, collectively, the “Trusts”), on behalf of the funds or portfolios, as applicable, listed on Exhibit “A” to this Memorandum of Agreement (the “Funds”), and Invesco Distributors, Inc. (“Distributors”). Distributors shall and hereby agrees to waive or limit fees of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibit “A”.
     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 Distributors agree as follows:
     For the Contractual Waivers/Limits (listed in the attached Exhibit), the Trusts and Distributors agree until at least the date set forth on the attached Exhibit “A” (the “Expiration Date”) that Distributors will waive or limit Rule 12b-1 distribution plan fees as set forth on Exhibit “A”. Each Trust’s Board of Trustees and Distributors may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. Distributors will not have any right to reimbursement of any amount so waived or limited.
     For the Contractual Waivers/Limits, the Trusts and Distributors agree to review the then-current waivers/limits for each class of each Fund listed on Exhibit “A” on a date prior to the Expiration Date to determine whether such waivers/limits should be amended, continued or terminated. The waivers/limits will expire upon the Expiration Date unless the Trusts and Distributors have agreed to continue them. Exhibit “A” 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, the Trusts and Distributors have entered into this Memorandum of Agreement as of the date first above written.
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in Exhibit “A” to this Memorandum of Agreement
             
 
  By:   /s/ John M. Zerr    
 
     
 
   
 
  Title:   Senior Vice President    
 
     
 
   
INVESCO DISTRIBUTORS, INC.
             
 
  By:   /s/ John M. Zerr    
 
     
 
   
 
  Title:   Senior Vice President    
 
     
 
   

2


 

EXHIBIT “A”
AIM Counselor Series Trust (Invesco Counselor Series Trust)
                 
    CONTRACTUAL/       EFFECTIVE   EXPIRATION
FUND
  VOLUNTARY   LIMIT/WAIVER   DATE   DATE
Invesco Van Kampen
American Franchise Fund
               
Class B Shares
  Contractual   0.42% limit   May 23, 2011   June 30, 2013
 
               
Invesco Van Kampen Equity and Income Fund
               
     Class B Shares
  Contractual   0.38% limit   May 23, 2011   June 30, 2012
AIM Funds Group (Invesco Funds Group)
                 
    CONTRACTUAL/       EFFECTIVE   EXPIRATION
FUND
  VOLUNTARY   LIMIT/WAIVER   DATE   DATE
Invesco Global Core Equity Fund
               
Class B Shares
  Contractual   0.52% limit   May 23, 2011   June 30, 2013
AIM Investment Securities Funds (Invesco Investment Securities Funds)
                 
    CONTRACTUAL/       EFFECTIVE   EXPIRATION
FUND
  VOLUNTARY   LIMIT/WAIVER   DATE   DATE
Invesco Short Term Bond Fund
               
     Class C Shares
  Contractual   0.50% limit   February 1, 2006   June 30, 2013
Invesco Van Kampen Corporate Bond Fund
               
     Class B Shares
  Contractual   0.59% limit   June 6, 2011   June 30, 2012
     Class C Shares
  Contractual   0.95% limit   June 6, 2011   June 30, 2012
AIM Sector Funds (Invesco Sector Funds)
                 
    CONTRACTUAL/       EFFECTIVE   EXPIRATION
FUND
  VOLUNTARY   LIMIT/WAIVER   DATE   DATE
Invesco Van Kampen American Value Fund
               
     Class B Shares
  Contractual   0.49% limit   May 23, 2011   June 30, 2012
Invesco Van Kampen Small Cap Value Fund
               
     Class B Shares
  Contractual   0.62% limit   May 23, 2011   June 30, 2012
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
                 
    CONTRACTUAL/       EFFECTIVE   EXPIRATION
FUND
  VOLUNTARY   LIMIT/WAIVER   DATE   DATE
Invesco Van Kampen V.I.
Equity and Income Fund
               
     Series II
  Contractual   0.20% waiver   February 12, 2010   June 30, 2012
Invesco Van Kampen V.I.
Mid Cap Value Fund
               
     Series II
  Contractual   0.15% waiver   February 12, 2010   June 30, 2012

3


 

Short-Term Investments Trust
                 
    CONTRACTUAL/       EFFECTIVE    
FUND   VOLUNTARY   LIMIT/WAIVER   DATE   EXPIRATION DATE
Government & Agency Portfolio
               
     Cash Management Class
  Contractual   0.02% waiver   June 30, 2005   December 31, 2012
     Personal Investment Class
  Contractual   0.20% waiver   June 30, 2005   December 31, 2012
     Private Investment Class
  Contractual   0.20% waiver   June 30, 2005   December 31, 2012
     Reserve Class
  Contractual   0.13% waiver   June 30, 2005   December 31, 2012
     Resource Class
  Contractual   0.04% waiver   June 30, 2005   December 31, 2012
 
               
Government TaxAdvantage Portfolio
               
     Cash Management Class
  Contractual   0.02% waiver   June 30, 2005   December 31, 2012
     Personal Investment Class
  Contractual   0.20% waiver   June 30, 2005   December 31, 2012
     Private Investment Class
  Contractual   0.25% waiver   June 30, 2005   December 31, 2012
     Reserve Class
  Contractual   0.13% waiver   June 30, 2005   December 31, 2012
     Resource Class
  Contractual   0.04% waiver   June 30, 2005   December 31, 2012
 
               
Liquid Assets Portfolio
               
     Cash Management Class
  Contractual   0.02% waiver   June 30, 2005   December 31, 2012
     Personal Investment Class
  Contractual   0.20% waiver   June 30, 2005   December 31, 2012
     Private Investment Class
  Contractual   0.20% waiver   June 30, 2005   December 31, 2012
     Reserve Class
  Contractual   0.13% waiver   June 30, 2005   December 31, 2012
 
               
STIC Prime Portfolio
               
     Cash Management Class
  Contractual   0.02% waiver   June 30, 2005   December 31, 2012
     Personal Investment Class
  Contractual   0.20% waiver   June 30, 2005   December 31, 2012
     Private Investment Class
  Contractual   0.20% waiver   June 30, 2005   December 31, 2012
     Reserve Class
  Contractual   0.13% waiver   June 30, 2005   December 31, 2012
     Resource Class
  Contractual   0.04% waiver   June 30, 2005   December 31, 2012
 
               
Tax-Free Cash Reserve Portfolio
               
     Cash Management Class
  Contractual   0.02% waiver   April 30, 2008 1   December 31, 2012
     Personal Investment Class
  Contractual   0.20% waiver   April 30, 2008 1   December 31, 2012
     Private Investment Class
  Contractual   0.25% waiver   April 30, 2008 1   December 31, 2012
     Reserve Class
  Contractual   0.13% waiver   April 30, 2008 1   December 31, 2012
     Resource Class
  Contractual   0.04% waiver   April 30, 2008 +   December 31, 2012
 
               
Treasury Portfolio
               
     Cash Management Class
  Contractual   0.02% waiver   June 30, 2005   December 31, 2012
     Personal Investment Class
  Contractual   0.20% waiver   June 30, 2005   December 31, 2012
     Private Investment Class
  Contractual   0.20% waiver   June 30, 2005   December 31, 2012
     Reserve Class
  Contractual   0.13% waiver   June 30, 2005   December 31, 2012
     Resource Class
  Contractual   0.04% waiver   June 30, 2005   December 31, 2012
 
1   Effective April 30, 2008, Tax-Free Cash Reserve Portfolio was reorganized as a portfolio of Tax-Free Investments Trust (“TFIT”) to Short-Term Investments Trust following shareholder approval at a meeting held on February 29, 2008. As a portfolio of TFIT, this limitation has been in effect since June 30, 2005.

4

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), Invesco California Insured Municipal Income Trust, Invesco California Quality Municipal Securities, Invesco High Yield Fund, Inc., Invesco Insured California Municipal Securities, Invesco Insured Municipal Bond Trust, Invesco Insured Municipal Income Trust, Invesco Insured Municipal Securities, Invesco Insured Municipal Trust, Invesco Municipal Income Opportunities Trust, Invesco Municipal Income Opportunities Trust II, Invesco Municipal Income Opportunities Trust III, Invesco Municipal Premium Income Trust, Invesco New York Quality Municipal Securities, Invesco Prime Income Trust, Invesco Quality Municipal Income Trust, Invesco Quality Municipal Investment Trust, Invesco Quality Municipal Securities 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)
INVESCO CALIFORNIA INSURED MUNICIPAL INCOME TRUST
INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES
INVESCO HIGH YIELD FUND, INC.
INVESCO INSURED CALIFORNIA MUNICIPAL SECURITIES
INVESCO INSURED MUNICIPAL BOND TRUST
INVESCO INSURED MUNICIPAL INCOME TRUST
INVESCO INSURED MUNICIPAL SECURITIES
INVESCO INSURED MUNICIPAL TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III
INVESCO MUNICIPAL PREMIUM INCOME TRUST
INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES
INVESCO PRIME INCOME TRUST
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO QUALITY MUNICIPAL INVESTMENT TRUST
INVESCO QUALITY MUNICIPAL SECURITIES
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 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   12/31/2012
 
           
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   12/31/2012

 


 

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 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 Premium Income Fund
  December 13, 2011   June 30, 2012
Invesco Small Companies Fund
  July 1, 2007   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
Invesco Van Kampen V.I. Capital Growth Fund
  February 12, 2010   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.

 


 

         
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
CLOSED-END FUNDS
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL
Invesco California Insured Municipal Income Trust
  June 1, 2010   June 30, 2012
Invesco California Quality Municipal Securities
  June 1, 2010   June 30, 2012
Invesco High Yield Fund, Inc.
  June 1, 2010   June 30, 2012
Invesco Insured California Municipal Securities
  June 1, 2010   June 30, 2012
Invesco Insured Municipal Bond Trust
  June 1, 2010   June 30, 2012
Invesco Insured Municipal Income Trust
  June 1, 2010   June 30, 2012
Invesco Insured Municipal Securities
  June 1, 2010   June 30, 2012
Invesco Insured Municipal Trust
  June 1, 2010   June 30, 2012
Invesco Municipal Income Opportunities Trust
  June 1, 2010   June 30, 2012
Invesco Municipal Income Opportunities Trust II
  June 1, 2010   June 30, 2012
Invesco Municipal Income Opportunities Trust III
  June 1, 2010   June 30, 2012
Invesco Municipal Premium Income Trust
  June 1, 2010   June 30, 2012
Invesco New York Quality Municipal Securities
  June 1, 2010   June 30, 2012
Invesco Prime Income Trust
  June 1, 2010   June 30, 2012
Invesco Quality Municipal Income Trust
  June 1, 2010   June 30, 2012
Invesco Quality Municipal Investment Trust
  June 1, 2010   June 30, 2012
Invesco Quality Municipal Securities
  June 1, 2010   June 30, 2012

 

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

 


 

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

2


 

As revised November 29, 2010
EXHIBIT “A”
AIM Counselor Series Trust (Invesco Counselor Series Trust)
         
PORTFOLIO   EFFECTIVE DATE   COMMITTED UNTIL *
 
       
Invesco Balanced Fund
  February 12, 2010    
Invesco California Tax-Free Income Fund
  February 12, 2010    
Invesco Core Plus Bond Fund
  June 2, 2009    
Invesco Dividend Growth Securities Fund
  February 12, 2010    
Invesco Equally-Weighted S&P 500 Fund
  February 12, 2010    
Invesco Floating Rate Fund
  April 14, 2006    
Invesco Fundamental Value Fund
  February 12, 2010    
Invesco Large Cap Relative Value Fund
  February 12, 2010    
Invesco Multi-Sector Fund
  November 25, 2003    
Invesco New York Tax-Free Income Fund
  February 12, 2010    
Invesco S&P 500 Index Fund
  February 12, 2010    
Invesco Select Real Estate Income Fund
  March 9, 2007    
Invesco Structured Core Fund
  March 31, 2006    
Invesco Structured Growth Fund
  March 31, 2006    
Invesco Structured Value Fund
  March 31, 2006    
Invesco Van Kampen American Franchise Fund
  February 12, 2010    
Invesco Van Kampen Core Equity Fund
  February 12, 2010    
Invesco Van Kampen Equity and Income Fund
  February 12, 2010    
Invesco Van Kampen Equity Premium Income Fund
  February 12, 2010    
Invesco Van Kampen Growth and Income Fund
  February 12, 2010    
Invesco Van Kampen Money Market Fund
  February 12, 2010    
Invesco Van Kampen Pennsylvania Tax Free Income Fund
  February 12, 2010    
Invesco Van Kampen Small Cap Growth Fund
  February 12, 2010    
Invesco Van Kampen Tax-Free Money Fund
  February 12, 2010    
AIM Equity Funds (Invesco Equity Funds)
         
PORTFOLIO   EFFECTIVE DATE   COMMITTED UNTIL *
 
       
Invesco Capital Development Fund
  June 21, 2000    
Invesco Charter Fund
  June 21, 2000    
Invesco Constellation Fund
  June 21, 2000    
Invesco Disciplined Equity Fund
  July 14, 2009    
Invesco Diversified Dividend Fund
  December 28, 2001    
Invesco Large Cap Basic Value Fund
  June 21, 2000    
Invesco Large Cap Growth Fund
  June 21, 2000    
Invesco Summit Fund
  July 24, 2000    
AIM Funds Group (Invesco Funds Group)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
 
       
Invesco Basic Balanced Fund
  September 28, 2001    
Invesco European Small Company Fund
  August 30, 2000    
Invesco Global Core Equity Fund
  December 27, 2000    
Invesco International Small Company Fund
  August 30, 2000    
Invesco Mid Cap Basic Value Fund
  December 27, 2001    
Invesco Select Equity Fund
  June 1, 2000    
Invesco Small Cap Equity Fund
  August 30, 2000    
 
*   Committed until the Fund or Invesco requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund.

A-1


 

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

A-2


 

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

A-3


 

As revised November 29, 2010
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
 
       
Invesco Van Kampen Utility Fund
  February 12, 2010    
Invesco Van Kampen Value Opportunities Fund
  February 12, 2010    
AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
 
       
Invesco High Income Municipal Fund
  June 1, 2000    
Invesco Municipal Fund
  February 12, 2010    
Invesco Tax-Exempt Cash Fund
  June 1, 2000    
Invesco Tax-Exempt Securities Fund
  February 12, 2010    
Invesco Tax-Free Intermediate Fund
  June 1, 2000    
Invesco Van Kampen California Insured Tax Free Fund
  February 12, 2010    
Invesco Van Kampen High Yield Municipal Fund
  February 12, 2010    
Invesco Van Kampen Insured Tax Free Income Fund
  February 12, 2010    
Invesco Van Kampen Intermediate Term Municipal Income
Fund
  February 12, 2010    
Invesco Van Kampen Municipal Income Fund
  February 12, 2010    
Invesco Van Kampen New York Tax Free Income Fund
  February 12, 2010    
AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
 
       
Premier Portfolio
  November 25, 2003    
Premier Tax-Exempt Portfolio
  November 25, 2003    
Premier U.S. Government Money Portfolio
  November 25, 2003    
AIM Variable Insurance Funds (Invesco Insurance Funds)
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
 
       
Invesco V.I. Basic Balanced Fund
  May 1, 2000    
Invesco V.I. Basic Value Fund
  September 10, 2001    
Invesco V.I. Capital Appreciation Fund
  May 1, 2000    
Invesco V.I. Capital Development Fund
  May 1, 2000    
Invesco V.I. Core Equity Fund
  May 1, 2000    
Invesco V.I. Diversified Income Fund
  May 1, 2000    
Invesco V.I. Dividend Growth Fund
  February 9, 2010    
Invesco V.I. Dynamics Fund
  April 30, 2004    
Invesco V.I. Financial Services Fund
  April 30, 2004    
Invesco V.I. Global Dividend Growth Fund
  February 9, 2010    
Invesco V.I. Global Health Care Fund
  April 30, 2004    
Invesco V.I. Global Real Estate Fund
  April 30, 2004    
Invesco V.I. Government Securities Fund
  May 1, 2000    
Invesco V.I. High Yield Fund
  May 1, 2000    
Invesco V.I. High Yield Fund
  February 12, 2010    
Invesco V.I. Income Builder Fund
  February 12, 2010    
Invesco V.I. International Growth Fund
  May 1, 2000    
Invesco V.I. Large Cap Growth Fund
  September 1, 2003    
Invesco V.I. Leisure Fund
  April 30, 2004    
Invesco V.I. Mid Cap Core Equity Fund
  September 10, 2001    
Invesco V.I. Money Market Fund
  May 1, 2000    
 
*   Committed until the Fund or Invesco requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund.

A-4


 

As revised November 29, 2010
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
 
       
Invesco V.I. PowerShares ETF Allocation Fund
  October 22, 2008    
Invesco V.I. S&P 500 Index Fund
  February 12, 2010    
Invesco V.I. Select Dimensions Balanced Fund
  February 12, 2010    
Invesco V.I. Select Dimensions Dividend Growth Fund
  February 12, 2010    
Invesco V.I. Select Dimensions Equally-Weighted S&P 500 Fund
  February 12, 2010    
Invesco V.I. Small Cap Equity Fund
  September 1, 2003    
Invesco V.I. Technology Fund
  April 30, 2004    
Invesco V.I. Utilities Fund
  April 30, 2004    
Invesco Van Kampen V.I. Capital Growth Fund
  February 12, 2010    
Invesco Van Kampen V.I. Comstock Fund
  February 12, 2010    
Invesco Van Kampen V.I. Equity and Income Fund
  February 12, 2010    
Invesco Van Kampen V.I. Global Tactical Asset Allocation Fund
  February 12, 2010    
Invesco Van Kampen V.I. Global Value Equity Fund
  February 12, 2010    
Invesco Van Kampen V.I. Government Fund
  February 12, 2010    
Invesco Van Kampen V.I. Growth and Income Fund
  February 12, 2010    
Invesco Van Kampen V.I. High Yield Fund
  February 12, 2010    
Invesco Van Kampen V.I. International Growth Equity Fund
  February 12, 2010    
Invesco Van Kampen V.I. Mid Cap Growth Fund
  February 12, 2010    
Invesco Van Kampen V.I. Mid Cap Value Fund
  February 12, 2010    
Invesco Van Kampen V.I. Value Fund
  February 12, 2010    
Short-Term Investments Trust
         
FUND   EFFECTIVE DATE   COMMITTED UNTIL *
 
       
Government & Agency Portfolio
  June 1, 2000    
Government TaxAdvantage Portfolio
  June 1, 2000    
Liquid Assets Portfolio
  June 1, 2000    
STIC Prime Portfolio
  June 1, 2000    
Tax-Free Cash Reserve Portfolio
  June 1, 2000    
Treasury Portfolio
  June 1, 2000    
 
*   Committed until the Fund or Invesco requests and receives the approval of the Fund’s Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Portfolio of a Fund.

A-5

FOURTH AMENDED AND RESTATED
INTERFUND LOAN AGREEMENT
April 30, 2010
     Fourth Amended and Restated Interfund Loan Agreement (the “Agreement”), dated as of the date first written above, by and among AIM Counselor Series Trust (Invesco Counselor Series Trust) (“ACST”); AIM Equity Funds (Invesco Equity Funds) (“AEF”); AIM Funds Group (Invesco Funds Group) (AFG”); AIM Growth Series (Invesco Growth Series) (“AGS”); AIM International Mutual Funds (Invesco International Mutual Funds) (“AIMF”); AIM Investment Funds (Invesco Investment Funds) (“AIF”); AIM Investment Securities Funds (Invesco Investment Securities Funds) (“AISF”); AIM Sector Funds (Invesco Sector Funds) (“ASEF”); AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (“ATEF”); AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) (“ATST”); AIM Variable Insurance Funds (Invesco Variable Insurance Funds) (AVIF”) and Short-Term Investments Trust (“STIT”) (each, a “Fund” and collectively, the “Funds”), with respect to their series of shares shown on Annex A attached hereto (each, a “Portfolio” and collectively, the “Portfolios”), as the same may be amended from time to time, and Invesco Advisers, Inc. (the “Adviser”);
     WHEREAS, each of the Funds is an open-end management company and each Portfolio is separately managed in accordance with its own investment objectives and restrictions;
     WHEREAS, certain of the Portfolios listed on Annex A hereto, desire to borrow funds for temporary purposes to satisfy redemption requests or to cover Temporary Overdrafts (as defined below) (each such borrowing Portfolio is hereinafter referred to as a “Borrower”);
     WHEREAS, certain Portfolios are willing to lend funds to one or more Portfolios from time to time on the terms set forth below (each such lending Portfolio is hereinafter referred to as a “Lender”);
     NOW THEREFORE, the parties hereto agree as follows:
     Section 1. Definitions . As used herein, the following terms shall have meanings assigned to them below:
     “1940 Act” means the Investment company Act of 1940, as amended.
     “Bank” has the meaning ascribed to that term in the 1940 Act and the rules and regulations thereunder.
     “Bank Loan Rate” means the rate calculated by the Adviser according to a formula established by the Trustees intended to approximate the lowest interest rate at which bank short-term loans would be available to the Funds.

1


 

     “Borrowing Instructions” has the meaning specified in Section 3.1.
     “Business Day” means a day on which the New York Stock Exchange, Inc. is open for the purpose of transacting business.
     “Cash Management Team” means the Adviser money market investment professionals (including the portfolio manager for LAP) and personnel of the Adviser fund accounting department who are responsible for administering the interfund credit facility.
     “Credit Arrangements” means the credit arrangements that a Fund may have with respect to a Portfolio for borrowing for temporary or emergency purposes in connection with net redemptions of the Portfolios or to cover Temporary Overdrafts.
     “Custodian” means the entity which acts as the Borrower’s custodian for purposes of Section 17(f) of the 1940 Act.
     “Interest Rate” means a daily interest rate that is the average of the Repo Rate and the Bank Loan Rate.
     “LAP” means the Institutional Class of Liquid Asset Portfolio, a series of Short-Term Investments Trust, or any successor thereto or, in the event such portfolio has terminated operations without its assets having been acquired by a successor, the general money market fund advised by the Adviser having the greatest amount of net assets or, in the event there is no such fund, the United States registered general money market fund advised by an entity controlling, controlled by or under common control with, the Adviser having the greatest amount of net assets.
     “Lending Instructions” has the meaning specified in Section 3.1.1.
     “Loan” has the meaning specified in Section 2.
     “Loan Account” has the meaning specified in Section 3.5.
     “Maximum Amount” has the meaning specified in Section 2.
     “Money Market Funds” means Invesco Money Market Fund, a portfolio of AISF; Invesco Tax-Exempt Cash Fund, a portfolio of ATEF; Invesco V.I. Money Market Fund, a portfolio of AVIF; Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, portfolios of ATST; Cash Assets Portfolio, Liquid Assets Portfolio, STIC Prime Portfolio, Tax-Free Cash Reserve Portfolio, Treasury Portfolio, Government TaxAdvantage Portfolio and Government & Agency Portfolio, portfolios of STIT; and any future Portfolios that hold themselves out as money market funds.

2


 

     “Obligations” means all of the obligations (whether direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising) of a Borrower to a Lender hereunder.
     “Outstanding Secured Borrowing” means any loan advance made to a Portfolio either under this Agreement or under a Bank Credit Arrangement which is secured by assets of the Portfolio.
     “Pledge Demand” has the meaning specified in Section 3.11.
     “Prospectus” means with respect to each Borrower the prospectus required to be delivered by the Borrower to offerees of its securities pursuant to the Securities Act of 1933, as amended.
     “Repo Rate” means the highest rate available to LAP from investments in overnight repurchase agreements.
     “SEC” means the Securities and Exchange Commission.
     “Secured Loan” has the meaning in Section 2(e).
     “Statement of Additional Information” means with respect to each Borrower the Statement of Additional Information that must be provided by the Borrower to recipients of its Prospectus upon request pursuant to rules and regulations adopted by the SEC.
     “Temporary Overdraft” means a temporary overdraft occurring when a sale of a security “fails” due to circumstances beyond the seller’s control, such as a delay in the delivery of cash to the Fund’s custodian or improper delivery instructions by the broker effecting the transaction.
     “Trustees” means the Board of Trustees of a Fund.
     “Unsecured Loan” means any Loan other than a Secured Loan.
     Section 2. Lending Facility . Subject to the terms and conditions of this Agreement, each Lender may from time to time in its discretion loan its funds (“Loan”) to any Borrower. Each Loan shall be made for a term of the lesser of (a) not less than one (1) and not more than seven (7) Business Days or (b) the maturity of any outstanding loan or advance to the Borrower under its Credit Arrangements. The maximum principal amount of all Loans outstanding with respect to any Borrower at any time shall not exceed the Maximum Amount the Borrower is permitted to borrow at such time under:
          (a) applicable laws and regulations;

3


 

          (b) the provisions of Section 5.2;
          (c) agreements with federal, state, local or foreign governmental authorities or regulators applicable to the Borrower or limitations specified in the Order, all as amended and in effect from time to time;
          (d) limitations on borrowing adopted by the Borrower in its Prospectus, Statement of Additional Information or elsewhere, as amended and in effect from time to time; and
          (e) in the case of Loans for which the Borrower is required to provide collateral pursuant to Section 3.11 (“Secured Loans”), any limitations specified in the Security Agreement and limitations on the pledging of assets adopted by the Borrower in its Prospectus, Statement of Additional Information or elsewhere.
     As used herein, the term “Maximum Account” means the maximum amount that the Borrower is permitted to borrow in accordance with the provisions of the preceding sentence.
     Section 3. Loans .
          §3.1. Procedural Requirements . All Loans shall be requested and funded in accordance with the procedures set forth herein and such other procedures as may be adopted from time to time by the Trustees of each Fund.
          §3.1.1. Borrowing and Lending Instructions . The Portfolios, other than the Money Market Funds, shall provide the Cash Management Team with standing instructions as to their desire to act as a Borrower when and if such Portfolio has borrowing needs (“Borrowing Instructions”) and/or as a Lender when such Portfolio has uninvested cash balances (“Lending Instructions”). The Money Market Funds shall provide daily Borrowing and/or Lending Instructions to the Cash Management Team as to the amount of cash, if any, any such Portfolio of such Fund desires to borrow or lend. The Portfolios may revoke or change Borrowing or Lending Instructions by notifying the Cash Management Team.
          §3.1.2. Allocation Procedures . On each occasion that a Portfolio that has provided Borrowing Instructions to the Cash Management Team has borrowing needs, the Cash Management Team will seek to match the amount and term of the Portfolio’s borrowing needs with the cash available from the Portfolios that have provided Lending Instructions in accordance with allocation and administrative procedures established by the Trustees.
          No Loan may be allocated to a Lender with respect to a Portfolio unless the Interest Rate is higher than the Repo Rate and, if applicable, the yield on LAP, and lower than the Bank Loan Rate.

4


 

          §3.1.3. Funding the Loans . If a Loan has been allocated to a Lender and Borrower pursuant to Section 3.1.2, and the Loan is otherwise in compliance with the requirements set forth in the Order, the Lender shall make such Loan to the Borrower. Each Loan made by the Lender to the Borrower shall be wired (or transferred if Borrower and Lender have the same Custodian) at the Borrower’s expense in accordance with the wiring instructions for each Fund maintained by the Adviser, as in effect from time to time, to an account maintained on the Borrower’s behalf by its Custodian for the Portfolio in respect of which such Loan is made.
          §3.1.4. Obligations Arising from Loan . Each Loan made by the Lender to the Borrower shall;
          (a) obligate the Borrower to borrow the principal amount of the Loan at the Interest Rate applicable thereto for the term thereof solely for use by the Borrower;
          (b) constitute a representation and warranty by the Borrower to the Lender that (i) the Loan requested thereby (A) is permitted under the Borrower’s most recent Prospectus and Statement of Additional Information, (B) is in accordance with the requirements of any applicable SEC order of exemption applicable to the Borrower, (C) will not, when made, cause the aggregate indebtedness of the Borrower to exceed the Maximum Amount then in effect, and (D) will be used by the Borrower only in accordance with the provisions of Section 3.7 hereof, and (ii) all of the representations and warranties of the Borrower contained in Section 4 hereof are true and correct as of the date of such Loan as though made on and as of such dates; and
          (c) constitute a representation and warranty by the Lender to the Borrower that the Loan thereby (i) is permitted under the Lender’s most recent Prospectus and Statement of Additional Information, and (ii) is in accordance with the requirements of the Order.
          §3.2. Repayment of Loans . The principal amount of each Loan shall be repaid by the Borrower from the assets of the Borrower upon the earlier of (a) one Business Day after demand by the Lender or (b) the expiration of the term of such Loan.
          §3.3. Interest . The outstanding principal amount of each Loan shall bear interest until maturity at the Interest Rate. Interest accrued on each Loan shall be paid by the Borrower upon the earlier of (a) demand, or (b) the maturity of such Loan. Amounts overdue hereunder (including, without limitation, overdue principal, and, to the extent permitted by law, overdue interest, fees, charges and expenses) shall bear interest until paid at a rate equal to the sum of (a) the Interest Rate applicable to such Loan prior to its maturity and (b) such additional amount not to exceed 2%, as may be determined by an independent arbitrator of disputes previously approved by the Trustees of both Borrower and Lender except that in the case of an Event of Default under Section 6.2.2 such additional amount shall equal 2%.

5


 

          §3.4. Prepayments . Loans may be prepaid without penalty prior to the date on which such Loan is due and payable.
          §3.5. Loan Records Accounts . Promptly after a Loan has been made, the Cash Management Team shall note on its records for the Borrower and Lender, confirming (a) the principal amount of such Loan, (b) the Interest Rate applicable thereto and (c) the maturity thereof. The Cash Management Team will maintain a separate account on its books for each Lender and Borrower (a “Loan Account”) on which will be recorded, in accordance with the Adviser’s customary accounting practice, (a) all Loans made by a Lender to a Borrower, (b) all payments of such Loans made to a Lender and (c) all other charges and expenses properly chargeable to the Borrower. The debit balance of each Portfolio’s Loan Account shall reflect the amount of the Borrower’s indebtedness from time to time to the Lenders hereunder. Any written statement maintained by the Cash Management Team regarding the Loan shall, in the absence of manifest error, constitute conclusive evidence of the indebtedness of the Borrower to the Lender as of the date of such statement, provided , however , that the failure of the Cash Management Team to make such statement shall not impair the validity or binding nature of the Borrower’s Obligations with respect to such Loan.
          §3.6. Computations . All computations hereunder shall be computed on the basis of the actual number of days elapsed and either (a) a 360-day year or (b) the actual number of days in the year, as determined by the Cash Management Team when it sets the Interest Rate.
          §3.7. Use of Proceeds . The proceeds of each Loan made hereunder with respect to any Portfolio shall be used only by such Portfolio for temporary or emergency purposes in accordance with its Prospectus and Statement of Additional Information to satisfy redemption requests or to cover Temporary Overdrafts.
          §3.8. Discretionary Facility . It is acknowledged and agreed by each Borrower that each Lender has no obligation to make any Loan hereunder unless it has issued Lending Instructions, and that the decision whether or not to issue Lending Instructions under this Agreement is within the sole and exclusive discretion of each Lender. It is acknowledged and agreed by each Lender that no Borrower is obligated to borrow money hereunder unless it has issued Borrowing Instructions.
          §3.9. Termination of Participation in Interfund Credit Facility . Each Lender and each Borrower may terminate its participation in this Agreement at any time by written notice to the Cash Management Team.
          §3.10. Recourse to Assets . Loans made to any Portfolio shall be repaid solely from the assets of such Portfolio, and a Lender shall have no right of recourse or offset against the assets of any other Portfolio with respect to such Loans or any default in respect thereto. Each Lender’s liability under this Agreement with respect to a Loan shall be solely

6


 

limited to the Lender’s assets and each Borrower hereby waives any and all rights it may have against any other Portfolios with respect to such Loan or any default by Lender with respect thereto.
          §3.11. Collateral Security for Loans . As a condition precedent to making any Loan to any Borrower or continuing any Loan made to any Borrower hereunder, (a) the Lender may require, by written notice to the Borrower or (b) the Lender shall require in the event that the Borrower’s outstanding borrowings from all sources immediately after the Loan would exceed 10% of its total assets, or the Borrower has Outstanding Secured Borrowings, that the Borrower pledge stock or other securities as collateral for such Loan (“Pledge Demand”). The minimum market value of the stock and other portfolio securities of the Borrower required to be pledged to the Lender hereunder with respect to any Secured Loan shall be determined by the Lender in its discretion but, in all cases, shall be not less than the 102% of the outstanding principal value of the loan. Each pledge of collateral required pursuant to this Section 3.11 shall be made in accordance with and subject to the terms and conditions set forth in a security agreement in form satisfactory to Borrower and Lender, and shall be effected (a) in the case of any pledge required as a condition precedent to making any Secured Loan hereunder, prior to making such Secured Loans, and (b) in the case of any pledge required as a condition precedent to continuing any Loan hereunder, within 24 hours after delivery to the Borrower of the Pledge Demand therefor or the occurrence of the conditions specified in (b) above.
          §3.12. Confirmation . The obligations of the Borrower to repay the unpaid principal amount of the Loan made to it by the Lender and to pay interest thereon shall be evidenced by the Lender’s records as well as by a confirmation of loan in the form of Exhibit I, confirming the principal amount, the Interest Rate and the maturity date of the Loan.
     Section 4. Representations and Warranties .
     Each Borrower represents and warrants to each Lender and each Lender represents and warrants to each Borrower on the date hereof, and as to any Borrower or Lender on the date of any borrowing, as follows:
          (a) It is a Portfolio of a Fund that is duly organized and validly existing under the laws of its jurisdiction of organization and is qualified to do business in every other jurisdiction where lack of such qualification would have a material adverse effect on the business, assets or condition (financial or otherwise) of the Fund.
          (b) The Fund is registered as an open-end management investment company under the 1940 Act.
          (c) The execution, delivery and performance by the Fund of this Agreement on behalf of itself and its Portfolios are (i) within its power, (ii) have been duly authorized by all necessary action, and (iii) will not (A) contribute to or result in a breach of or default under or

7


 

conflict with any existing law, order, regulation or ruling of any governmental or regulatory agency or authority, any order, writ, injunction or ruling of any court or other tribunal, or any indenture, lease agreement, instrument or other undertaking to which the Fund is a party or by which it or its property or assets may be bound or affected, or (B) result in the imposition of any liens or encumbrances on any property or assets of the Fund or (C) require any additional approval or consent of, or filling with, shareholders of such Fund or any governmental or regulatory agency or authority bearing on the validity of any borrowing pursuant to this Agreement, or (D) violate any provision of the Fund’s organizational documents or bylaws, or any amendment thereof or any provision of its most recent Prospectus or Statement of Additional Information.
          (d) This Agreement is a legally valid and binding obligation of the Fund, enforceable against the Fund in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles relating to or limiting the rights of creditors generally.
          (e) No additional authorization, approval, or other action by, and no notice to or filing with, any shareholder of the Fund, creditor, or governmental or regulatory agency or authority is required for the due and valid execution, delivery and performance of this Agreement by the Fund or the exercise by the Fund of any rights and remedies under this Agreement.
     Section 5. Covenants .
          §5.1. Covenants in Effect Until Termination of Agreement . Until all of the obligations have been performed in full and its participation in the Lending Facility has been terminated as provided herein, each Borrower covenants as follows:
          (a) At any time and from time to time, it will, at its own expense, promptly execute and deliver or file all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Lender may request, in order to perfect, protect, validate or preserve any security interest granted, or pledged to the Lender pursuant to Section 3.11 or to enable the Lender to exercise and enforce its rights and remedies thereunder with respect thereto.
          (b) It will file all federal and other tax returns, reports and declarations required by all relevant jurisdictions on or before the due dates for such returns, reports and declarations and will pay all taxes and other governmental assessments and charges as and when they become due.
          (c) It will comply with all of its investment policies and restrictions and all applicable laws, regulations and governmental or regulatory directives.

8


 

          (d) It will promptly notify the Lender of any material change in its agreements with governmental authorities or regulators or its investment policies or restrictions.
          (e) It will make available to the Lender upon request from time to time the most recent reports required by Section 30(d) of the 1940 Act.
          (f) Upon request from the Lender from time to time, it will furnish to the Lender at reasonable times and intervals any information with respect to its financial standing and history or its property or business or prospects.
          (g) Within 60 days after the date of this Agreement or such earlier time as may be necessary to comply with Section 3.11, the Borrower shall deliver an agreement, in a form satisfactory to each Lender duly executed by the Borrower and its Custodian, that establishes procedures for the making, maintaining and releasing each pledge of securities required by Section 3.11.
          §5.2. Covenants in Effect While Loans are Outstanding . Each Borrower covenants that, so long as any principal of or interest on any Loan made to it is outstanding:
          (a) It will not, as long as any Unsecured Loan is outstanding hereunder, create or permit to exist any encumbrance in favor of any person or entity other than the Lender upon any of the assets of the Borrower other than encumbrances created in connection with portfolio investments of the Borrower to the extent permitted by the provisions of its Prospectus and Statement of Additional Information applicable to such Portfolio (and not for the primary purpose of borrowing money) such as: (i) margin amounts on futures contracts and options on futures contracts, (ii) segregated assets to cover a call or to secure a put, or to cover short sales against the box or open positions under currency forward contracts, (iii) obligations to resell securities in connection with the purchase of such securities under repurchase agreements, and (iv) obligations to redeliver cash or securities in connection with pledges of such cash or securities in favor of the Borrower under securities lending agreements and master note agreements.
          (b) It will not take out any Loan that (1) immediately after such loan would cause the total of such Portfolio’s loans to exceed 33-1/3% of the Borrower’s total assets (or such lesser percentage as provided in a Borrower’s Prospectus and Statement of Additional Information), or (2) would cause such Portfolio’s total loans to exceed 10% of such Portfolio’s total assets unless any Loan hereunder is secured in accordance with Section 3.11.
          (c) Unless the Fund has a policy that prevents it from borrowing for other than temporary or emergency purposes (and not for leveraging), it will not, as long as any Loan made with respect to the Portfolio is outstanding, allow the total amount of such Portfolio’s Loans, as measured on the day when the most recent Loan was made, to exceed the greater of

9


 

125% of such Portfolio’s total net cash redemptions and 102% of Temporary Overdrafts for the preceding seven (7) calendar days.
          (d) It will notify Lender if it draws on its Credit Arrangements, borrows from other Lenders under the Agreement, or borrows from other parties.
          (e) It will notify the Lender promptly of (i) any material change in its method of business, Prospectus or Statement of Additional Information, and (ii) the occurrence of any event which would make any of the representations and warranties contained herein, or in any document, instrument or certificate delivered in connection herewith, untrue or inaccurate in any material respect.
     Section 6. Default .
          §6.1. Events of Default . The occurrence of any one or more of the following events (“Events of Default”) shall constitute an immediate Event of Default with respect to the Borrower (it being understood that an Event of Default with respect to one Borrower shall not constitute an Event of Default of any other Borrower):
          (a) The Borrower shall fail to pay principal of, or interest on, any Loan as and when due, or the Borrower shall fail to perform any of its other Obligations; or
          (b) There shall be a default by the Borrower under any Credit Arrangement, whether such Credit Arrangement now exists or shall hereafter be created, which default extends beyond any period of grace provided with respect thereto and which default relates to (i) the obligations to pay the principal of or interest on any such indebtedness under the Credit Arrangement or (ii) an obligation other than the obligation to pay the principal of or interest on any such indebtedness and the effect of such default is to cause, or to permit the lender under the Credit Arrangement to cause, with the giving of notice if required, such indebtedness to become due prior to its stated maturity.
          (c) Any representation or warranty made by the Borrower in Section 4, or in connection with any Loan made to or pledge of pledged collateral made by the Borrower, shall prove to have been incorrect in any material respect when made; or
          (d) The Borrower shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any governmental or public authority shall take over possession or control of a substantial part or the Borrower’s business; or any of the Borrower’s property shall become subject to attachment or other involuntary lien or levy; or any action or proceeding shall be commenced by the Borrower seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy,

10


 

insolvency or reorganization or relief of debtors, seeking the entry of an order for relief or the appointment of a receiver, trustee, of similar official for it or for any substantial part of its property, or any such proceeding is commenced against it which results in the entry of an order for such relief or such proceeding is not dismissed or stayed for a period of 60 days following such commencement.
          §6.2. Remedies .
          §6.2.1. Arbitration . In the event an Event of Default has occurred and not been cured within two Business Days from the Loan’s maturity or from the time the Lender makes a demand for payment (and none of the Events of Default specified in Section 6.1(b) or (d) has occurred), the Lender and the Borrower agree that such matter shall be submitted for binding arbitration to an independent arbitrator selected by the Trustees of the Lender and Borrower. Such arbitrator’s decision shall be binding and conclusive between the Lender and the Borrower. Such arbitrator shall submit a written report of any dispute to the Trustees.
          6.2.2. Other Rights and Remedies . If an Event of Default has occurred and has not been resolved pursuant to Section 6.2.1 or an Event of Default specified in Section 6.1 (b) or (d) has occurred, then the Lender shall be entitled to exercise any and all rights and remedies available to it at law or in equity, including without limitation any rights and remedies that may be available to it under the security agreement referred to in Section 3.11 with respect to the affected Borrower and the Borrower shall pay to the Lender all reasonable expenses and disbursements incurred by the Lender in connection with the enforcement of its rights and remedies under this Agreement including the reasonable fees and out-of-pocket expenses of counsel for the Lender with respect thereto.
     Section 7. Notice . Except as otherwise expressly provided herein, all notices hereunder to any party shall be in writing and shall be delivered by hand, mailed by United States registered or certified first-class mail, postage prepaid or sent by telegraph, telex or telecopy, addressed to such party to the attention of the person specified in the following sentence at the address set forth for such party in Annex B hereto, or to such other person or address as such party may designate to the other party hereto by notice delivered in accordance with this Section 7. All notices to the Borrower shall be addressed to the Treasurer of the Borrower and all notices from the Borrower to the Lender shall be addressed to the Treasurer of the Lender.
     Section 8. Amendments . Neither this Agreement nor any provision hereof may be amended in any respect except by a statement in writing executed by the parties hereto.
     Section 9. Assignment . All of the terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns; provided , that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lender.

11


 

     Section 10. Section Heading . The descriptive section headings in this Agreement have been inserted for convenience of reference only and shall not be deemed to limit or otherwise affect the construction of any provision hereof.
     Section 11. Counterparts . This Agreement and the documents contemplated hereby may be executed simultaneously in any number of counterparts each of which when so executed and delivered shall be an original; but all of which shall together constitute but one and the same document.
     Section 12. Separability . If any of the provisions of this Agreement or any instrument delivered hereunder or the application thereof to any party hereto or to any person or circumstances is held invalid, the remainder of this Agreement or such instrument and the application thereof to any party hereto or to any other person or circumstances shall not be affected thereby.
     Section 13. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
     Section 14. Entire Agreement . This Agreement and the other documents contemplated hereby and executed in connection herewith express the entire understanding of the parties with respect to the transactions contemplated hereby.
     Section 15. Limitation of Liability of Trustees . This instrument is executed on behalf of the Trustees of the Funds that are Delaware statutory trusts as trustees and not individually and the obligations of this instrument are not binding upon any of the trustees or shareholders individually but are binding only upon the assets and property of the Fund in accordance with Section 3.10.

12


 

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as an instrument under seal by its duly authorized officer as of the date first written above.
On behalf of itself and on behalf of its Portfolios listed on Annex A hereto, as such Annex may be amended from time to time:
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
 
 
  By:   /s/ John M. Zerr    
    Name:   John M. Zerr   
    Title:   Senior Vice President   
 
Accepted and Agreed to with respect to the specific obligations imposed on the undersigned by Sections 3.1.1, 3.1.2, 3.1.3, 3.5 and 3.6.
         
  INVESCO ADVISERS, INC.
 
 
  By:   /s/ John M. Zerr    
  Name:   John M. Zerr   
  Title:   Senior Vice President   
 

13


 

ANNEX A
Portfolios That May Participate
As Borrowers And Lenders In Interfund Lending Facility
     
Fund   Portfolio
AIM COUNSELOR SERIES TRUST
(INVESCO COUNSELOR SERIES TRUST)
   
 
  Invesco Core Plus Bond Fund
 
  Invesco Floating Rate Fund
 
  Invesco Multi-Sector Fund
 
  Invesco Select Real Estate Income Fund
 
  Invesco Structured Core Fund
 
  Invesco Structured Growth Fund
 
  Invesco Structured Value Fund
 
   
AIM EQUITY FUNDS
(INVESCO EQUITY FUNDS)
   
 
  Invesco Capital Development Fund
 
  Invesco Charter Fund
 
  Invesco Constellation Fund
 
  Invesco Disciplined Equity Fund
 
  Invesco Diversified Dividend Fund
 
  Invesco Large Cap Basic Value Fund
 
  Invesco Large Cap Growth Fund
 
  Invesco Summit Fund
 
   
AIM FUNDS GROUP
(INVESCO FUNDS GROUP)
   
 
  Invesco Basic Balanced Fund
 
  Invesco European Small Company Fund
 
  Invesco Global Core Equity Fund
 
  Invesco International Small Company Fund
 
  Invesco Mid Cap Basic Value Fund
 
  Invesco Select Equity Fund
 
  Invesco Small Cap Equity Fund
 
   
AIM GROWTH SERIES
(INVESCO GROWTH SERIES)
   
 
  Invesco Balanced-Risk Retirement Now Fund
 
  Invesco Balanced-Risk Retirement 2010 Fund
 
  Invesco Balanced-Risk Retirement 2020 Fund
 
  Invesco Balanced-Risk Retirement 2030 Fund

14


 

     
Fund   Portfolio
 
  Invesco Balanced-Risk Retirement 2040 Fund
 
  Invesco Balanced-Risk Retirement 2050 Fund
 
  Invesco Basic Value Fund
 
  Invesco Conservative Allocation Fund
 
  Invesco Global Equity Fund
 
  Invesco Growth Allocation Fund
 
  Invesco Income Allocation Fund
 
  Invesco International Allocation Fund
 
  Invesco Mid Cap Core Equity Fund
 
  Invesco Moderate Allocation Fund
 
  Invesco Moderate Growth Allocation Fund
 
  Invesco Moderately Conservative Allocation Fund
 
  Invesco Small Cap Growth Fund
 
   
AIM INTERNATIONAL MUTUAL FUNDS
(INVESCO INTERNATIONAL MUTUAL FUNDS)
   
 
  Invesco Asia Pacific Growth Fund
 
  Invesco European Growth Fund
 
  Invesco Global Growth Fund
 
  Invesco Global Small & Mid Cap Growth Fund
 
  Invesco International Core Equity Fund
 
  Invesco International Growth Fund
 
   
AIM INVESTMENT FUNDS
(INVESCO INVESTMENT FUNDS)
   
 
  Invesco Balanced-Risk Allocation Fund
 
  Invesco China Fund
 
  Invesco Developing Markets Fund
 
  Invesco Endeavor Fund
 
  Invesco Global Fund
 
  Invesco Global Health Care Fund
 
  Invesco International Total Return Fund
 
  Invesco Japan Fund
 
  Invesco LIBOR Alpha Fund
 
  Invesco Small Companies Fund
 
   
AIM INVESTMENT SECURITIES FUNDS
(INVESCO INVESTMENT SECURITIES FUNDS)
   
 
  Invesco Core Bond Fund
 
  Invesco Dynamics Fund
 
  Invesco Global Real Estate Fund
 
  Invesco High Yield Fund
 
  Invesco Income Fund

15


 

     
Fund   Portfolio
 
  Invesco Limited Maturity Treasury Fund
 
  Invesco Money Market Fund
 
  Invesco Municipal Bond Fund
 
  Invesco Real Estate Fund
 
  Invesco Short Term Bond Fund
 
  Invesco U.S. Government Fund
 
   
AIM SECTOR FUNDS
(INVESCO SECTOR FUNDS)
   
 
  Invesco Energy Fund
 
  Invesco Financial Services Fund
 
  Invesco Gold & Precious Metals Fund
 
  Invesco Leisure Fund
 
  Invesco Technology Fund
 
  Invesco Utilities Fund
 
   
AIM TAX-EXEMPT FUNDS
(INVESCO TAX-EXEMPT FUNDS)
   
 
  Invesco High Income Municipal Fund
 
  Invesco Tax-Exempt Cash Fund
 
  Invesco Tax-Free Intermediate Fund
 
   
AIM TREASURER’S SERIES TRUST
(INVESCO TREASURER’S SERIES TRUST)
   
 
  Premier Portfolio
 
  Premier Tax—Exempt Portfolio
 
  Premier U.S. Government Money Portfolio
 
   
AIM VARIABLE INSURANCE FUNDS
(INVESCO VARIABLE INSURANCE FUNDS)
   
 
  Invesco V.I. Basic Balanced Fund
 
  Invesco V.I. Basic Value Fund
 
  Invesco V.I. Capital Appreciation Fund
 
  Invesco V.I. Capital Development Fund
 
  Invesco V.I. Core Equity Fund
 
  Invesco V.I. Diversified Income Fund
 
  Invesco V.I. Dynamics Fund
 
  Invesco V.I. Financial Services Fund
 
  Invesco V.I. Global Health Care Fund
 
  Invesco V.I. Global Real Estate Fund
 
  Invesco V.I. Government Securities Fund

16


 

     
Fund   Portfolio
 
  Invesco V.I. High Yield Fund
 
  Invesco V.I. International Growth Fund
 
  Invesco V.I. Large Cap Growth Fund
 
  Invesco V.I. Leisure Fund
 
  Invesco V.I. Mid Cap Core Equity Fund
 
  Invesco V.I. Money Market Fund
 
  Invesco V.I. PowerShares ETF Allocation Fund
 
  Invesco V.I. Small Cap Equity Fund
 
  Invesco V.I. Technology Fund
 
  Invesco V.I. Utilities Fund
 
   
SHORT-TERM INVESTMENTS TRUST
   
 
  Government & Agency Portfolio
 
  Government TaxAdvantage Portfolio
 
  Liquid Assets Portfolio
 
  STIC Prime Portfolio
 
  Tax—Free Cash Reserve Portfolio
 
  Treasury Portfolio

17


 

ANNEX B
NOTICES
Notices to the Portfolios shall be delivered to the following address:
[name of Portfolio], [name of Fund]
11 Greenway Plaza, Suite 2500
Houston, Texas 77046-1173
Attention: Treasurer
Notices to Invesco Advisers, Inc. shall be delivered to the following address:
Invesco Advisers, Inc.
11 Greenway Plaza, Suite 2500
Houston, Texas 77046-1173
Attention: President
with a copy to:
Invesco Advisers, Inc.
11 Greenway Plaza, Suite 2500
Houston, Texas 77046-1173
Attention: General Counsel

18


 

EXHIBIT I
INTERFUND LOAN CONFIRMATION
[Name of Lending Portfolio], a portfolio of [Name of Fund] confirms that pursuant to the Interfund Loan Agreement by and among 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 and Invesco Advisers, Inc. dated ______________, 20__, it has today loaned to [name of Borrowing Portfolio], a portfolio of [name of Fund], $________________, which loan shall mature on __________, 20__ and shall bear interest on the principal balance payable on ____________at a rate equal to ______________ per annum.
Date_____________________
[Name of Fund of which Lending Portfolio is a portfolio]
By:______________________
[Name of Fund of which Borrowing Portfolio is a portfolio]
By:______________________

19

CONSENT OF COUNSEL
SHORT-TERM INVESTMENTS TRUST
We hereby consent to the use of our name and to the reference to our firm under the caption “Investment Advisory and Other Services — Other Service Providers — Counsel to the Trust” in the Statement of Additional Information for each portfolio of Short-Term Investments Trust (the “Trust”) included in Post-Effective Amendment No. 62 to the Registration Statement under the Securities Act of 1933, as amended (No. 002-58287), and Amendment No. 63 to the Registration Statement under the Investment Company Act of 1940, as amended (No. 811-02729), on Form N-1A of the Trust.
         
     
  /s/ Stradley Ronon Stevens & Young, LLP    
  Stradley Ronon Stevens & Young, LLP   
     
 
Philadelphia, Pennsylvania
December 12, 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 reports dated October 21, 2011 relating to the financial statements and financial highlights that appear in the August 31, 2011 annual reports to shareholders of Liquid Assets Portfolio, STIC Prime Portfolio, Treasury Portfolio, Government & Agency Portfolio, Government TaxAdvantage Portfolio and Tax-Free Cash Reserve Portfolio, the six portfolios constituting Short-Term Investments Trust, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Financial Highlights,” and “Other Service Providers” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
December 13, 2011

Invesco Advisers, Inc.
CODE OF ETHICS
January 1, 2011
         
Code of Ethics   1    

 


 

TABLE OF CONTENTS
             
Section   Item   Page  
   
 
       
I.  
Introduction
    3  
   
 
       
II.  
Statement of Fiduciary Principles
    3  
   
 
       
III.  
Compliance With Laws, Rules and Regulations; Reporting of Violations
    4  
   
 
       
IV.  
Limits on Personal Investing
    4  
   
A. Personal Investing
    4  
   
1   Pre-clearance of Personal Securities Transactions
    4  
   
     Blackout Period
    5  
   
     Investment Personnel
    5  
   
     De Minimis Exemptions
    5  
   
2   Prohibition of Short-Term Trading Profits
    6  
   
3   Initial Public Offerings
    6  
   
4   Prohibition of Short Sales by Investment Personnel
    7  
   
5   Restricted List Securities
    7  
   
6   Other Criteria to Consider in Pre-Clearance
       
   
7   Brokerage Accounts
    7  
   
8   Reporting Requirements
    8  
   
 a.   Initial Holdings Reports
    8  
   
 b.   Quarterly Transactions Reports
    8  
   
 c.   Annual Holdings Reports
    9  
   
 d.   Discretionary Managed Accounts
    9  
   
 e.   Certification of Compliance
    10  
   
9   Private Securities Transactions
    10  
   
10  Limited Investment Opportunity
    10  
   
11  Excessive Short-Term Trading in Funds
    10  
   
 
       
   
B. Invesco Ltd. Securities
    10  
   
C. Limitations on Other Personal Activities
    11  
   
1   Outside Business Activities
    11  
   
2   Gifts and Entertainment Policy
    11  
   
     Entertainment
    11  
   
     Gifts
    11  
   
3   U.S. Department of Labor Reporting
    12  
   
D. Parallel Investing Permitted
    12  
   
 
       
V.  
Reporting of Potential Compliance Issues
    13  
   
 
       
VI.  
Administration of the Code
    13  
   
 
       
VII.  
Sanctions
    13  
   
 
       
VIII.  
Exceptions to the Code
    14  
   
 
       
IX.  
Definitions
    14  
   
 
       
X.  
Invesco Ltd. Policies and Procedures
    16  
   
 
       
X1. Code of Ethics Contacts     16  
         
Code of Ethics   2    

 


 

Invesco Advisers, Inc.
CODE OF ETHICS
(Originally adopted February 29, 2008; Amended effective January 1, 2011)
I.   Introduction
Invesco Advisers, Inc. has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company Clients take precedence over the personal interests of Invesco Advisers, Inc.’s Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.
This Code of Ethics (“the Code”) applies to all Covered Persons. Covered Persons include:
    any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties, makes, participates in , or obtains any information concerning any Client’s purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.
 
    all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.
 
    any other persons falling within such definitions under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the “Investment Company Act”)or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and such other persons that may be so deemed by Compliance.
II.   Statement of Fiduciary Principles
The following fiduciary principles govern Covered Persons.
    the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and
 
    all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individual’s position of trust and responsibility. This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business.
This Code does not attempt to identify all possible conflicts of interest or to ensure literal compliance with each of its specific provisions. It does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients.
         
Code of Ethics   3    

 


 

III.   Compliance with Laws, Rules and Regulations; Reporting of Violations
All Invesco Advisers, Inc.’s Employees are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Employees shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco Advisers, Inc.’s Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section V of this Code under “Reporting of Potential Compliance Issues.”
IV.   Limits on Personal Investing
  A.   Personal Investing
 
    1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with the Compliance Department using the automated review system all personal security transactions involving Covered Securities for which they have Beneficial Ownership. A Covered Person may have Beneficial Ownership in securities held by members of his or her immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.
 
      Additionally, all Covered Persons must pre-clear personal securities transactions involving securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared. Covered Securities include but are not limited to all investments that can be traded by an Invesco Advisers, Inc. entity for its Clients, including stocks, bonds, municipal bonds, exchange-traded funds (ETFs) and any of their derivatives such as options. Although Affiliated Mutual Funds are considered Covered Securities, those that are held by Employees at the Affiliated Mutual Funds’ transfer agent or in the Invesco Ltd. 401(k) or Money Purchase plans (excluding the Personal Choice Retirement Account (PCRA)) do not need to be pre-cleared through the automated review system because compliance monitoring for these plans is done through a separate process.
         
Code of Ethics   4    

 


 

All transactions in Invesco Ltd. securities, including the Invesco Ltd. stock fund held in the Invesco 401(k) and Money Purchase plan, must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employer’s company stock that is obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.
Affiliated Mutual Funds that are held in external brokerage accounts or in the PCRA MUST be pre-cleared through the automated review system.
Covered Securities do not include shares of money market funds, U.S. government securities, certificates of deposit or shares of open-end mutual funds not advised by Invesco Advisers, Inc. Unit investment trusts, including those advised by Invesco Advisers, Inc., are not Covered Securities (Please refer to the “Definitions” section of this Code for more information on the term, Covered Security.)
If you are unclear about whether a proposed transaction involves a Covered Security, contact the Compliance Department via email at CodeofEthics(North America)@invesco.com or by phone at 1-877-331-CODE [1-877-331-2633] prior to executing the transaction.
    Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of trading day such approval is good through the next trading day.
          The automated review system will review personal trade requests from Covered Persons based on the following considerations:
Blackout Period . Invesco Advisers, Inc. does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco Client account.
    Non-Investment Personnel.
    may not buy or sell a Covered Security within two trading days before or after a Client trades in that security.
 
    may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk.
    Investment Personnel .
    may not buy or sell a Covered Security within three trading days before or after a Client trades in that security.
 
    may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk.
De Minimis Exemptions . The Compliance Department will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Person’s proposed personal securities transaction:
         
Code of Ethics   5    

 


 

    Equity de minimis exemptions .
    If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index.
 
    If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day.
    Fixed income de minimis exemption . If a Covered Person does not have knowledge of trading activity in a particular fixed income security he or she may execute up to $100,000 of par value of such security in a rolling 30-day period.
The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the black-out period is the last three trading days. For Investments, Portfolio Administration and IT personnel, the Compliance Department will also check the trading activity of affiliates with respect to which such personnel have access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. The Compliance Department will notify the Covered Person of the approval or denial of the proposed personal securities transaction. The approval of a personal securities transaction request is only valid for that business day . If a Covered Person does not execute the proposed securities transaction on the business day the approval is granted, the Covered Person must resubmit the request on another day for approval.
Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:
    A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent.
 
    Repeat violations may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations.
2. Prohibition of Short-Term Trading Profits . Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invesco Advisers, Inc.’s choice and a letter of education may be issued to the Covered Person.
3. Initial Public Offerings . Covered Persons are prohibited from acquiring any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by the Compliance Department and approved by the Chief Compliance
         
Code of Ethics   6    

 


 

Officer or General Counsel (or designee) and the Chief Investment Officer (or designee) of the Covered Person’s business unit.
4. Prohibition of Short Sales by Investment Personnel . Investment Personnel are prohibited from effecting short sales of Covered Securities in their personal accounts if a Client of Invesco Advisers, Inc. for whose account they have investment management responsibility has a long position in those Covered Securities.
5. Restricted List Securities . Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.
6. Other Criteria Considered in Pre-clearance . In spite of adhering to the requirements specified throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.
7. Brokerage Accounts .
a. Covered Persons may only maintain brokerage accounts with:
    full service broker-dealers.
 
    discount broker-dealers. discount brokerage are accounts in which all trading is completed online. These accounts must be held with firms that provide electronic feeds of confirmations directly to the Compliance Department,
 
    Invesco Advisers, Inc’s. -affiliated Broker-dealer (Invesco Distributors, Inc.)
b. Brokerage account requirements for Affiliated Mutual Funds. Covered Persons may own shares of Affiliated Mutual Funds that are held at a broker-dealer that is not affiliated with Invesco Advisers, Inc. only if the broker-dealer provides an electronic feed of all transactions and statements to Invesco Advisers, Inc.’s Compliance Department. All Covered Persons must arrange for their broker-dealers to forward to the Compliance Department on a timely basis duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, in an electronic format if they include holdings in Affiliated Mutual Funds and preferably in an electronic format for holdings other than Affiliated Mutual Funds.
c. Requirement to move accounts that do not meet Compliance requirement: Every person who becomes a Covered Person under this Code must move all of their brokerage accounts that do not comply with the above provision of the Code within thirty (30) days from the date the Covered Person becomes subject to this Code.
d. Firms that provide electronic feeds to Invesco’s Compliance Department:
         
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Please refer to the following link in the Invesco’s intranet site for a list of broker-dealers that currently provide electronic transaction and statement feeds to Invesco Advisers, Inc.:
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/Approved%20Discount%20Broker%20List.pdf
8. Reporting Requirements .
a. Initial Holdings Reports . Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the electronic review system, Star Compliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person):
    A list of all security holdings, including the name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Ownership. A Covered Person may have Beneficial Ownership in securities held by members of their immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.
 
    The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and
 
    The date that the report is submitted by the Covered Person
b. Quarterly Transactions Reports . All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest: The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;
    The nature of the transaction (buy, sell, etc.);
 
    The price of the Covered Security at which the transaction was executed;
 
    The name of the broker-dealer or bank executing the transaction; and
 
    The date that the report is submitted to the Compliance Department.
All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the Report must include a representation to that effect. Covered Persons need not include transactions made through an Automatic Investment Plan/Dividend Reinvestment Plan or similar plans and transactions in Covered Securities held in the Invesco 401(k), Invesco Money
     
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Purchase Plan (MPP),or accounts held directly with Invesco in the quarterly transaction report.
Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco Advisers, Inc. or its affiliates). The report shall include:
    The date the account was established;
 
    The name of the broker-dealer or bank; and
 
    The date that the report is submitted to the Compliance Department.
The Compliance Department may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.
c. Annual Holdings Reports . All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to the Compliance Department:
    The security and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Ownership;
 
    The name of the broker-dealer or bank with or through which the security is held; and
 
    The date that the report is submitted by the Covered Person to the Compliance Department.
d. Discretionary Managed Accounts. In order to establish a Discretionary Managed Account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments. Covered Persons must receive approval from the Compliance Department to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect Control over the managed accounts.
     
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e. Certification of Compliance. All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. The Invesco Advisers, Inc. Internal Compliance Controls Committee (ICCC) will review and approve the Code annually. If material changes are made to the Code during the year, these changes will also be reviewed and approved by the Invesco Advisers, Inc. ICCC. All Covered Persons must certify within 30 days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.
9. Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first giving the Compliance Department a detailed written notification describing the transaction and indicating whether or not they will receive compensation and obtaining prior written permission from the Compliance Department. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to the Compliance Department and the Chief Investment Officer of the Investment Personnel’s business unit when they are involved in a Client’s subsequent consideration of an investment in the same issuer. The business unit’s decision to purchase such securities on behalf of Client account must be independently reviewed by Investment Personnel with no personal interest in that issuer.
10. Limited Investment Opportunity (e.g. private placements, hedge funds, etc.) . Covered Persons may not engage in a Limited Investment Opportunity without first giving the Compliance Department a detailed written notification describing the transaction and obtaining prior written permission from the Compliance Department.
11. Excessive Short Term Trading in Funds . Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco Advisers, Inc. and are subject to various limitations on the number of transactions as indicated in the respective prospectus and other fund disclosure documents.
  B.   Invesco Ltd. Securities
1. No Employee may effect short sales of Invesco Ltd. securities.
2. No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltd’s securities, on an exchange or any other organized market.
3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to “blackout” periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section IVA.8 of this Code.
     
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  C.   Limitations on Other Personal Activities
1. Outside Business Activities . You may not engage in any outside business activity, regardless of whether or not you receive compensation, without prior approval from Compliance. Absent prior written approval of the Compliance Department, Employees may not serve as directors, officers, or employees of unaffiliated public or private companies, whether for profit or nonprofit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain Invesco Advisers, Inc.’s Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transactions.
2. Gift and Entertainment Policy . Employees may not give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which employees may accept or give gifts or entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd. and the standards established by a policy of Invesco Advisers, Inc., including this Code, the latter shall control.
Under no circumstances may an Employee give or accept cash or any possible cash equivalent from a broker or vendor.
An Employee may not provide or receive any Gift or Entertainment that is conditioned upon Invesco Advisers, Inc., its parents or affiliates doing business with the other entity or person involved.
    Entertainment . Employees must report Entertainment with the Compliance Department within thirty (30) calendar days after the receipt or giving by submitting a Gift Report within the automated review system. The requirement to report Entertainment includes dinners or any other event with a Business Partner of Invesco Advisers, Inc. in attendance.
 
      Employees may not reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of the Compliance Department.
 
      Examples of Entertainment that may be considered excessive in value include Super Bowls, All-Star games, Kentucky Derby, hunting trips, ski trips, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive.
 
      Gifts . Employees are prohibited from accepting or giving the following: single Gifts valued in excess of $100 in any calendar year; or Gifts from one person or firm valued in excess of $100 during a calendar year period.
 
      Reporting Requirements for Gifts and Entertainment:
         
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    Reporting of Gifts and Entertainment given to an Invesco Employee by a Client or Business Partner. All Gifts and Entertainment received by an Employee must be reported through the automated pre-clearance system within thirty (30) calendar days after the receipt of the Gift or the attendance of the Entertainment event.
 
    Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the reporting requirements of the Employee’s business unit. An Employee should contact their manager or Compliance if they are not sure how to report gifts they intend to give or have given to a Client or Business Partner.
3. US Department of Labor Reporting : Under current US Department of Labor (DOL) Regulations, Invesco Advisers, Inc. is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as “union officials”). Under the Regulations, practically any gift or entertainment furnished by Invesco Advisers, Inc.’s Employees to a union or union official is considered a payment reportable to the DOL.
Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official which do not exceed $250 a year, that threshold applies to all of Invesco Advisers, Inc.’s Employees in the aggregate with respect to each union or union official. Therefore, it is Invesco Advisers, Inc.’s policy to require that ALL gifts or entertainment furnished by an Employee be reported to Invesco Advisers, Inc. using the Invesco Advisers, Inc. Finance Department’s expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. Such details include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made.
Invesco Advisers, Inc. is obligated to report on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report.
If you have any question whether a payment to a union or union official is reportable, please contact the Compliance Department. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco Advisers, Inc. and their Employees.
  D.   Parallel Investing Permitted
 
      Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco Advisers, Inc. for its Clients.
V.   Reporting of Potential Compliance Issues
         
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Invesco Advisers, Inc. has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with their supervisor, department head or with Invesco Advisers, Inc.’s General Counsel or Chief Compliance Officer. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.
In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Compliance Reporting Line, 1-866-297-3627 which is available to employees of multiple operating units of Invesco Ltd. When you dial this number and you are asked for your name, use “Invesco.” To ensure your confidentiality, this phone line is provided by an independent company. It is available 24 hours a day, 7 days a week. All calls to the Compliance Reporting Line will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.
VI.   Administration of the Code of Ethics
Invesco Advisers, Inc. has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.
No less frequently than annually, Invesco Advisers, Inc. will furnish to the Invesco Advisers, Inc.’s Internal Compliance Controls Committee (ICCC), or such committee as it may designate, a written report that:
    describes significant issues arising under the Code since the last report to the ICCC, including information about material violations of the Code and sanctions imposed in response to material violations; and
 
    certifies that Invesco Advisers, Inc. has adopted procedures reasonably designed to prevent Covered Persons from violating the Code.
VII.   Sanctions
Upon discovering a material violation of the Code, the Compliance Department will notify Invesco Advisers, Inc.’s Chief Compliance Officer (CCO). The CCO will notify the ICCC of any material violations at the next regularly scheduled meeting.
The Compliance Department will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.
Invesco Advisers, Inc. may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.
         
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VIII.   Exceptions to the Code
Invesco Advisers, Inc.’s Chief Compliance Officer (or designee) may grant an exception to any provision in this Code.
IX.   Definitions
    “Affiliated Mutual Funds” generally includes all mutual funds advised or sub-advised by Invesco Advisers, Inc All Invesco funds and Invesco Van Kampen funds are Affiliated Mutual Funds.
 
    “Automatic Investment Plan” means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans.
 
    “Beneficial Ownership” has the same meaning as Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (“the ’34 Act”). To have a beneficial interest, Covered Persons must have a “direct or indirect pecuniary interest,” which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Ownership in securities held by members of his or her immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.
 
    “Client” means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser including Affiliated Mutual Funds.
 
    “Control” has the same meaning as under Section 2(a)(9) of the Investment Company Act.
 
    “Covered Person” means and includes:
    any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties, makes, participates in , or obtains any information concerning any Client’s purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities ; or who has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.
 
    all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.
 
    any other persons falling within such definitions under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the “Investment Company Act”)or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and such other persons that may be so deemed by Compliance.
         
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    “Covered Security” means a security as defined in Section 2(a)(36) of the Investment Company Act except that it does not include the following (Please note : exchange traded funds (ETFs) are considered a Covered Security).
    Direct obligations of the Government of the United States or its agencies;
 
    Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
 
    Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc. (All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc.
 
    Any unit investment trust, including unit investment trusts advised or sub-advised by Invesco Advisers, Inc.;
 
    Invesco Ltd. stock because it is subject to the provisions of Invesco Ltd.’s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd.
    “Employee” means and includes:
    Any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties, makes or participates in, or obtains any information concerning any Client’s purchase or sale of Covered Securties or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.
 
    All Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.
 
    Any other persons falling within such definitions under Rule 17j-1 of the Investment Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be so deemed by Compliance.
    “Gifts”, “Entertainment” and “Business Partner” have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy.
 
    “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the ’34 Act.
 
    “Invesco Advisers, Inc.’s -affiliated Broker-dealer” means Invesco Distributors, Inc. or its successors.
         
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    “Private Securities Transaction” means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority’s (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded.
 
    “Restricted List Securities” means the list of securities that are provided to Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit).
X.   Invesco Ltd. Policies and Procedures
All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy, Policy Concerning Political Contributions and Charitable Donations, and Gift and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an Invesco Advisers, Inc. policy, including this Code, the latter shall control.
XI.   Code Of Ethics Contacts
    Telephone Hotline: 1-877-331-CODE [2633]
 
    E-Mail: CodeofEthics(North America)@invesco.com
Last Revised: January 1, 2011
         
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INVESCO
UK CODE OF ETHICS
2011

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CONTENTS
         
SECTION   PAGE  
 
       
    3  
 
    4  
 
    6  
 
    8  
 
    11  
 
    12  
 
    13  
 
    14  
 
       
APPENDICIES
       
 
       
    15  
 
    17  
 
    19  
 
    22  
 
    23  
 
    26  

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This revised Code of Ethics Policy (‘the Code’) applies to all employees of all entities of Invesco UK (“Invesco”). It covers the following topics:
  Prohibitions related to material, non-public information;
 
  Personal securities investing; and
 
  Service as a director and other business opportunities.
This Code also imposes on employees certain restrictions and reporting obligations which are specified below. Adherence to this Code, both letter and spirit, is a fundamental and absolute condition of employment with Invesco.
The following Invesco Policies are referred to in this Code of Ethics and the latest version of each of these Policies can be found on the Compliance Europe Intranet Site:-
  Gifts, Benefits and Entertainment (Inducements) Policy;
 
  Conflicts of Interest Policy;
 
  Treating Customers Fairly Policy; and
 
  Whilstleblowing Policy
It is appreciated that no Code of Ethics can address every circumstance that may give rise to a conflict, a potential conflict or an appearance of a conflict of interest. Every employee should be alert to any actual, potential or appearance of a conflict of interest with Invesco’s clients and to conduct himself or herself with good judgment. Failure to exercise good judgment, as well as violations of this Code, may result in the imposition of sanctions on the employee, including suspension or dismissal.
1   STATEMENT OF GENERAL PRINCIPLES
  1.1   As a fiduciary, Invesco owes an undivided duty of loyalty to its clients. It is Invesco’s policy that all employees conduct themselves so as to avoid not only actual conflicts of interest with Invesco clients, but also that they refrain from conduct which could give rise to the appearance of a conflict of interest that may compromise the trust our clients have placed in us.
 
  1.2   The Code is designed to ensure, among other things, that the personal securities transactions of all employees are conducted in accordance with the following general principles:
  1.2.1   A duty at all times to place the interests of Invesco’s clients first and foremost;
 
  1.2.2   The requirement that all personal securities transactions be conducted in a manner consistent with this Code and in such a manner as to avoid any actual, potential or appearance of a conflict of interest or any abuse of an employee’s position of trust and responsibility; and
 
  1.2.3   The requirement that employees should not take inappropriate advantage of their positions.
  1.3   Invesco’s policy is to avoid actual or apparent conflicts of interest but, where they unavoidably occur, to record, manage, and disclose them to prevent abuse and protect our clients, employees and other counterparties.
 
  1.4   Invesco does not make political contributions with corporate funds. No employees may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company.
 
  1.5   Invesco seeks to do business with clients and suppliers on a fair and equitable basis. Employees may not accept or provide gifts, entertainment or other non-monetary benefits of an unreasonable value which could create a conflict with the duty owed to clients. Any limits imposed by our business unit’s policies, local laws, or

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      regulations with respect to the acceptance or provision of gifts, entertainment and non-monetary benefits must be complied with.
 
  1.6   Legislation exists to protect employees who ‘blow the whistle’ about wrongdoing within the Firm. This legislation encourages employees to raise concerns internally in the first instance. Invesco employees should feel able to raise any such concerns internally, confident that it will be dealt with properly and that all reasonable steps will be taken to prevent victimisation. If employees wish to report concerns anonymously they can call the Invesco Compliance Reporting Line. The telephone number is 1-704-943-1136
 
  1.7   It is Invesco UK policy, in the context of being an Asset Manager, to treat its customers fairly.
 
  1.8   No employee should have ownership in or other interest in or employment by any outside concern which does business with Invesco Ltd. This does not apply to stock or other investments in a publicly held company, provided that the stock and other investments do not, in the aggregate, exceed 5% of the outstanding ownership interests of such company. Invesco Ltd may, following a review of the relevant facts, permit ownership interests which exceed these amounts if management or the Board of Directors, as appropriate, concludes that such ownership interests will not adversely affect Invesco’s business interests or the judgment of the affected staff.
 
  1.9   Employees are prohibited from using personal hedging strategies or remuneration or liability related contracts of insurance to undermine any risk alignment effects embedded in their remuneration arrangements. This includes, for instance, entering into an arrangement with a third party under which that third party will make payments directly, or indirectly, to the employee that are linked to, or commensurate with, the amounts by which the employee’s remuneration is subject to reductions arising from the implementation of the Capital Requirements Directive (CRD3) and the FSA’s Remuneration Code.
2   MATERIAL, NON-PUBLIC INFORMATION
  2.1   Restriction on Trading or Recommending Trading Each employee is reminded that it constitutes a violation of law and/or Market Abuse regulations for any person to trade in or recommend trading in the securities of a company while in possession of material, non-public information concerning that company, or to disclose such information to any person not entitled to receive it if there is reason to believe that such information will be used in connection with a trade in the securities of that company. Violations of law and regulations may give rise to civil as well as criminal liability, including the imposition of monetary penalties or prison sentences upon the individuals involved. Tippees (i.e, persons who receive material, non-public information) also may be held liable if they trade or if they do not trade but pass along such information to others.
 
  2.2   What is material, non-public information? ‘Material information’ is any information about a company which, if disclosed, is likely to affect the market price of the company’s securities or to be considered important by an average investor in deciding whether to purchase or sell those securities. Examples of information which should be presumed to be “material” are matters such as dividend increases or decreases, earnings estimates by the company, changes in the company’s previously released earnings estimates, significant new products or discoveries, major litigation by or against the company, liquidity or solvency problems, extraordinary management developments, significant merger or acquisition proposals, or similar major events which would be viewed as having materially altered the “total mix” of information available regarding the company or the market for any of its securities. Further examples can be found in the FSA Market Abuse Handbook.

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  2.3   ‘Non-public information’, often referred to as ‘inside information,’ is information that has not yet been publicly disclosed. Information about a company is considered to be non-public information if it is received under circumstances which indicate that it is not yet in general circulation and that such information may be attributable, directly or indirectly, to the company or its insiders, or that the recipient knows to have been furnished by someone in breach of a fiduciary obligation. Courts have held that fiduciary relationships exist between a company and another party in a broad variety of situations involving a relationship between a company and its lawyers, investment bankers, financial printers, employees, technical advisors and others.
 
  2.4   Information should not be considered to have been publicly disclosed until a reasonable time after it has been made public (for example, by a press release). Someone with access to inside information may not “beat the market” by trading simultaneously with, or immediately after, the official release of material information.
 
  2.5   The responsibility of ensuring that the proposed transaction does not constitute insider dealing or a conflict with the interests of a client remains with the relevant employee and obtaining pre-clearance to enter into a transaction under Section 3.3 below does not absolve that responsibility.
 
  2.6   Invesco is in a unique position, being privy to market research and rumours and being privy also to information about its clients which may be public companies. Invesco employees must be aware and vigilant to ensure that they cannot be accused of being a party of any ‘insider dealing’ or market abuse situations.
 
  2.7   In particular, the following investment activities must not be entered into without carefully ensuring that there are no implications of insider trading:
  2.7.1   Trading in shares for a client in any other client of Invesco which is quoted on a recognised stock exchange.
 
  2.7.2   Trading in shares for a client in a quoted company where Invesco:
  i)   obtains information in any official capacity which may be price sensitive and has not been made available to the general public.
 
  ii)   obtains any other information which can be substantiated in connection with a quoted company which is also both price sensitive and has not been made available to the general public.
  2.7.3   Manipulation of the market through the release of information to regular market users which is false or misleading about a company.
 
  2.7.4   Release of information about a company that would have the effect of distorting the market in such a way to be considered market abuse.
  2.8   Reporting Requirement. Whenever an employee believes that he or she may have come into possession of material, non-public information about a public company, he or she personally must immediately notify the Compliance Department and should not discuss such information with anyone else including Invesco employees and should not engage in transactions for himself or others, including Invesco clients.
 
  2.9   Upon receipt of such information the Compliance Department will include the company name on the ‘IVZ Restricted list’ in respect of which no transactions may be entered into. This list will be advised to the Equity dealing desk and no discussion will be entered into. Whenever an employee is aware of the reason why a company has been included on the IVZ Restricted list but nevertheless wishes to deal in a fund which contains the stock of that company, this must be

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      notified to the European Director of Compliance to decide whether the deal will be permitted,
 
  2.10   Confidentiality. No information regarding the affairs of any client of Invesco may be passed to anyone outside Invesco unless specifically requested by law, regulation or court order. In any event, the Compliance and Legal Department must be consulted prior to furnishing such information.
 
  2.11   Employees should maintain the confidentiality of information entrusted to them by the Company and their fellow employees. External publication or distribution of internal company information, policies or procedures is prohibited except when disclosure is properly authorised by the functional owner of the information or legally mandated. Employees should make all reasonable efforts to safeguard such information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties
 
  2.12   Sanctions. Any employee who knowingly trades or recommends trading while in possession of material, non-public information may be subject to civil and criminal penalties, as well as to immediate suspension and/or dismissal from Invesco.
3   PERSONAL INVESTING ACTIVITIES, PRE-CLEARANCE AND PRE-NOTIFICATION REQUIREMENTS
  3.1   Transactions covered by this Code All transactions in investments made for ” Covered Accounts” are subject to the pre-clearance procedures, trading restrictions, pre-notification and reporting requirements described below, unless otherwise indicated. For a list of the types of employee and other accounts which are “Covered Accounts”, please see the definition in Appendix A.
 
  3.2   Transactions in the following investments (“Exempt Investments”) are not subject to the trading restrictions or other requirements of this Code and need not be pre-cleared, pre-notified or reported:
  3.2.1   Registered unaffiliated (e.g. Schroders) open ended Collective Investment Schemes [CIS] including; mutual funds, open-ended investment companies/ICVCs or unit trusts — but not closed-end funds, e.g. Investment Trusts; and
 
  3.2.2   Securities which are direct obligations of an OECD country (e.g. US Treasury’s).
  Transactions which require pre-clearance or pre-notification
 
  3.3   Pre-Clearance
  3.3.1   Prior to entering an order for a Securities Transaction in a Covered Account, the employee must complete a Trade Authorisation Form set forth in Appendix C (also found on the Compliance Europe intranet site) and submit the completed form electronically to the UK Equity Dealers by e-mail to *UK- Invest. Dealers.
 
      The Trade Authorisation Form requires employees to provide certain information and to make certain representations in connection with the specific securities transaction(s).

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  3.3.2   After receiving the completed Trade Authorisation Form, UK Equity Dealers will review the information set forth in the form and, as soon as practicable, will determine whether to clear the proposed Securities Transaction, subject to local requirements.
 
  3.3.3   Once UK Equity Dealers have authorised the transaction, it is passed electronically to Compliance to complete the authorisation process — again this is conducted electronically by e-mail. UK Equity Dealers will forward the authorised Form to *UK- Compliance Personal Share Dealing , who will then check the proposed transaction against the significant holdings/block list to ascertain whether or not the security in question has been blocked.
 
  3.3.4   If satisfactory, then the Form will be authorised by Compliance and confirmation returned by e-mail to the individual, who will then be at liberty to deal through his or her broker within the designated timescales.
 
  3.3.5   No order for a Securities Transaction for which pre-clearance authorisation is sought may be placed prior to the receipt of authorisation of the transaction by both the UK Equity Dealers and Compliance. The authorisation and date and time of the authorisation must be reflected on the Trade Authorisation Form (see Appendix C). The original of the completed form will be kept as part of Invesco’s books and records, and matched to the copy contract note (or equivalent) that the member of staff must ensure is sent by their broker to Invesco.
 
  3.3.6   If an employee receives permission to trade a security or instrument, the trade must be executed by the close of business on the next business day, unless the local European Director of Compliance’s authorisation to extend this period has been obtained.
 
  3.3.7   Where an employee receives permission to buy or sell Invesco Limited ordinary shares on the basis of a limit or stop loss order, the pre-clearance remains valid for up to two weeks or until the trade takes place if this is sooner; if the trade does not take place within two weeks, employees must notify Compliance again and seek further pre-clearance to trade. If, during this period, employees gain non-public price sensitive information, they must notify compliance immediately and cancel the trade. For those employees who are members of the Blackout Group, normal Blackout restrictions continue to apply; therefore, any such limit or stop loss order which remains outstanding when a closed period starts must be cancelled by the employee. Where trades involving limit or stop loss orders are approved, further pre-clearance is required before these orders can be changed.
 
  3.3.8   For any transaction to buy or sell Invesco Limited ordinary shares pre clearance needs only to be sought from Compliance. The trade authorisation form which should be completed in the way detailed above and sent to *UK- Compliance Personal Share Dealing .
  3.4   Pre-Notification
  3.4.1   Transactions to buy or sell Venture Capital Trust ordinary securities or to buy, sell, switch or transfer holdings in UK ICVCs, GPR Funds or other affiliated schemes are subject to pre-notification directly to the Compliance Department regardless of whether the order is placed directly or through a broker/adviser. The employee must complete the relevant sections of the Trade Authorisation Form which can be found in Appendix C (and on the Compliance Europe intranet site) and send it by e-mail to *UK- Compliance Personal Share Dealing . Transactions are subject to the 60 day holding period requirements.

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  3.4.2   It will be necessary to send copies of contract notes (or equivalent) to the Compliance Department. This must be done within 14 days of the transaction.
  3.5   Transactions that do not need to be pre-cleared but must be reported . The pre-clearance requirements (and the trading restrictions on personal investing described below) do not apply to the following transactions:
  3.5.1   Discretionary Accounts. Transactions effected in any Covered Account over which the employee has no direct or indirect influence or control (a “Discretionary Account”). An employee shall be deemed to have “no direct or indirect influence or control” over an account only if all of the following conditions are met:
  i)   investment discretion for such account has been delegated in writing to an independent fiduciary and such investment discretion is not shared with the employee, or decisions for the account are made by a family member or significant other and not by, or in connection with, the employee;
 
  ii)   the employee (and, where applicable, the family member or significant other) certifies in writing that he or she has not and will not discuss any potential investment decisions with such independent fiduciary or household member; and
 
  iii)   the Compliance Department has determined that the account satisfies the foregoing requirements.
  3.5.2   Governmental Issues Investments in the debt obligations of Federal agencies or of state and municipal governments or agencies, (e.g. Essex Council Electricity Bond).
 
  3.5.3   Non-Volitional Trades Transactions which are non-volitional on the part of the employee (such as the receipt of securities pursuant to a stock dividend or merger).
 
  3.5.4   Automatic Transactions Purchases of the stock of a company pursuant to an automatic dividend reinvestment plan or an employee stock purchase plan sponsored by such company.
 
  3.5.5   Rights Offerings Receipt or exercise of rights issued by a company on a pro rata basis to all holders of a class of security. Employees must, however, pre-clear transactions for the acquisition of such rights from a third party or the disposition of such rights.
 
  3.5.6   Interests in Securities comprising part of a broad-based, publicly traded market basket or index of stocks , e.g. S & P 500 Index, FTSE 100, DAX.
 
  3.5.7   Non-Executive Director’s transactions Transactions in securities, except for Invesco Ltd shares and/or UK Investment Trusts and GPR Funds managed by Invesco, by non-executive Directors.
 
  3.5.8   Note that all of the transactions described in paragraphs 3.5.1. to 3.5.7 while not subject to pre-clearance are nevertheless subject to all of the reporting requirements set forth below in paragraph 7.3.
4   TRADE RESTRICTIONS ON PERSONAL INVESTING
  4.1   All transactions in Covered Accounts which are subject to the preclearance requirements specified in this Code are also subject to the following trading restrictions:

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  4.1.1   Blackout Restrictions Transactions in Covered Accounts generally will not be permitted during a specific period before and after a client account trades in the same security or instrument.
 
  4.1.2   Blackout Periods An employee may not buy or sell, or permit any Covered Account to buy or sell, a security or any instrument:
  i)   within three business days before or after the day on which any client account trades in the same security or instrument or in a security convertible into or exchangeable for such security or instrument (including options) on transactions other than those covered under the paragraph below, or
 
  ii)   within two business days before or after the day on which a pro rata “strip” trade, which includes such security, is made for the purpose of rebalancing client accounts.
  4.1.3   Blackout periods will no longer apply to equity and corporate bond transactions in “main index” constituents, i.e. FTSE 100, Dow Jones, etc, subject to a cost and proceeds limit of £25,000 per transaction for equities and £50,000 nominal per transaction for corporate bonds. Normal blackout conditions will apply to transactions outside of these criteria. If in any doubt please consult the European Director of Compliance. On a case by case basis and at the discretion of the European Director of Compliance in consultation with the Chief Investment Officer, this limit may be relaxed.
 
  4.1.4   Trades effected by Invesco for the account of an index fund it manages in the ordinary course of such fund’s investment activity will not trigger the blackout period. However, the addition or removal of a security from an index, thereby triggering an index fund trade, would cause employee trades in such security to be blacked-out for the seven prior and subsequent calendar days, as described above.
 
  4.1.5   In the event there is a trade in a client account in the same security or instrument within a blackout period, the employee may be required to close out the position and to disgorge any profit to a charitable organisation chosen by the local Board of Directors; provided, however, that if an employee has obtained preclearance for a transaction and a subsequent client trade occurs within the blackout period, the Chief Executive Officer in consultation with the European Director of Compliance, upon a demonstration of hardship or extraordinary circumstances, may determine to review the application of the disgorgement policy to such transaction and may select to impose alternative restrictions on the employee’s position. The disgorgement of profits will only apply if the total profit exceeds £100 within the blackout period.
 
  4.1.6   Invesco Ltd Shares Pre-clearance is required to buy or sell Invesco Ltd Shares. For staff who have been advised that they are part of the ‘Blackout Group’, permission will not be given during a’ closed period’.
 
      Persons within the Blackout Group are determined on a quarterly basis and will be notified that they have been added to or removed from the list.
 
      In line with the Invesco Insider Trading Policy, the ‘closed periods’ for each quarter commence on 15 March, 15 June, 15 September and 15 December respectively and end on the second business day following the Company’s issue of the relevant earnings release.
 
      Full details of the Invesco stock transaction Pre-Clearance Guide and restrictions for all employees of Invesco can be found in Appendix F.

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  4.1.7   Invesco Investment Trusts Staff dealing in Invesco Investment Trusts will also be subject to closed periods as dictated by each of the Trusts.
 
  4.1.8   UK ICVCs and other affiliated schemes will be subject to the Short Term Trading restrictions (60 day rule — see 4.1.9). The preferential rate of sales charge allowed to staff will be withdrawn in circumstances where it is apparent that the employee has traded on a short term basis in those shares i.e. where previous transactions by that person have resulted in the short term holding of those investments. Shares of UK ICVCs and affiliated schemes will not be accepted for redemption if the funds themselves are closed for redemption due to the effects of subsequent market or currency movements.
 
  4.1.9   Short Term Trading Profits It is Invesco’s policy to restrict the ability of employees to benefit from short-term trading in securities and instruments. Employees must disgorge profits made on the sale by an employee of any security or instrument held less than 60 days and will not be permitted to purchase any security or instrument that has been sold by such employee within the prior 60 days. Employees are required to disgorge profits made on the sale in a Covered Account within the 60 days period. Exceptions may be granted by the Compliance Department on a case by case basis. This policy applies to trading in all types of securities and instruments, except where in a particular case the European Director of Compliance in consultation with the Chief Executive Officer has made a specific finding of hardship and it can be demonstrated that no potential abuse or conflict is presented (for example, when an employee’s request to sell a security purchased within 60 days prior to the request is prompted by a major corporate or market event, such as a tender offer, and the security was not held in client accounts). This section (4.1.9) will not apply to Financial Spread Betting transactions which have been approved under the Exceptions section (4.1.16) of this Policy.
 
  4.1.10   Initial Public Offerings No employee may purchase or permit any Covered Account to purchase a security offered pursuant to an initial public offering, except in a Venture Capital Trust, wherever such offering is made. However where the public offering is made by a Government of where the employee is resident and different amounts of the offering are specified for different investor types e.g. private and institutional, the European Director of Compliance may allow such purchases after consultation with the local Chief Executive Officer or his designee.
 
  4.1.11   Privately-Issued Securities Employees may not purchase or permit a Covered Account to purchase or acquire any privately-issued securities, other than in exceptional cases specifically approved by the local Chief Executive Officer (e.g. where such investment is part of a family-owned and operated business venture that would not be expected to involve an investment opportunity of interest to any Invesco client). Requests for exceptions should be made in the first instance to the European Director of Compliance.
 
  4.1.12   Employees, however, may invest in interests in private investment funds (i.e. hedge funds) that are established to invest predominantly in public securities and instruments, subject to the pre-clearance procedures, trading restrictions and reporting requirements contained in this Code. Employees may also invest in residential co-operatives and private recreational clubs (such as sports clubs, country clubs, luncheon clubs and the like) for their personal use; such investments are not subject to the pre-clearance procedures, trading restrictions

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      and reporting requirements unless the employee’s investing is part of a business conducted by the employee. Such ownership should be reported to the European Director of Compliance.
  4.1.13   Short Sales An employee may not sell short a security unless this is specifically related to personal taxation issues. Requests for exceptions should be made to the European Director of Compliance.
 
  4.1.14   Financial Spread Betting Employees may not enter into Financial Spread betting arrangements unless they have applied in writing to do so under the Exceptions section of this Policy (4.1.16) and have received written confirmation that this is permitted. Exceptions will not be granted for Financial Spread Betting on single stocks but, depending on the circumstances, spread betting on Exchange Rates, Main Indices and Government Bonds may be allowed on an exceptions basis.
 
  4.1.15   Futures Employees may not write, sell or buy exchange-traded futures, synthetic futures, swaps and similar non-exchange traded instruments.
 
  4.1.16   Exceptions The Chief Executive Officer or his designee in consultation with the European Director of Compliance may, on a case by case basis, grant exceptions from these trading restrictions upon written request. Any exceptions granted will be reported to the local Board of Directors at least annually.
5   ECONOMIC OPPORTUNITIES, CONFIDENTIALITY AND OUTSIDE DIRECTORSHIPS
  5.1   In order to reduce potential conflicts of interest arising from the participation of employees on the boards of directors of public, private, non-profit and other enterprises, all employees are subject to the following restrictions and guidelines:
  5.1.1   An employee may not serve as a director of a public company without the approval of the European Director of Compliance.
 
  5.1.2   An employee may serve on the board of directors or participate as an adviser or otherwise, or advisers of a private company only if:
  (i)   client assets have been invested in such company and having a seat on the board would be considered beneficial to our clients interest; and
 
  (ii)   service on such board has been approved in writing by the European Director of Compliance. The employee must resign from such board of directors as soon as the company contemplates going public, except where the European Director of Compliance has determined that an employee may remain on a board. In any event, an employee shall not accept any compensation for serving as a director (or in a similar capacity) of such company; any compensation offered shall either be refused or, if unable to be refused, distributed pro rata to the relevant client accounts.
  5.1.3   An employee must receive prior written permission from the European Director of Compliance or his designee before serving as a director, trustee or member of an advisory board of either:
  (i)   any non-profit or charitable institution; or

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  (ii)   a private family-owned and operated business.
  5.1.4   An employee may serve as an officer or director of a residential co-operative, but must receive prior written permission from the European Director of Compliance before serving as a director if, in the course of such service, he or she gives advice with respect to the management of the co-operative’s funds.
 
  5.1.5   If an employee serving on the board of directors or advisers of any entity comes into possession of material, non-public information through such service, he or she must immediately notify the European Director of Compliance.
 
  5.1.6   An Invesco employee shall not take personal advantage of any economic opportunity properly belonging to an Invesco Client or to Invesco itself. Such opportunities could arise, for example, from confidential information belonging to a client or the offer of a directorship. Employees must not disclose information relating to a client’s intentions, activities or portfolios except:
  i)   to fellow employees, or other agents of the client, who need to know it to discharge their duties; or
 
  ii)   to the client itself.
  5.1.7   Employees may not cause or attempt to cause any Client to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the employee or Invesco.
 
  5.1.8   If an employee or immediate family member stands to materially benefit from an investment decision for an Advisory Client that the employee is recommending or participating in, the employee must disclose that interest to persons with authority to make investment decisions and to the European Director of Compliance. Based on the information given, a decision will be made on whether or not to restrict the employee’s participation in causing a client to purchase or sell a Security in which the employee has an interest.
 
  5.1.9   An employee must disclose to those persons with authority to make investment decisions for a Client (or to the European Director of Compliance if the employee in question is a person with authority to make investment decisions for the Client), any Beneficial Interest that the employee (or immediate family) has in that Security or an Equivalent Security, or in the issuer thereof, where the decision could create a material benefit to the employee (or immediate family) or the appearance of impropriety. The person to whom the employee reports the interest, in consultation with the European Director of Compliance, must determine whether or not the employee will be restricted in making investment decisions.
6   CLIENT INVESTMENTS IN SECURITIES OWNED BY INVESCO EMPLOYEES
  6.1   General principles In addition to the specific prohibitions on certain personal securities transactions as set forth herein, all employees are prohibited from:
  6.1.1   Employing any device, scheme or artifice to defraud any prospect or client;
 
  6.1.2   Making any untrue statement of a material fact or omitting to state to a client or a prospective client, a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

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  6.1.3   Engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon any prospect or client;
 
  6.1.4   Engaging in any manipulative practice with respect to any prospect or client; or
 
  6.1.5   Revealing to any other person (except in the normal course of his or her duties on behalf of a client) any information regarding securities transactions by any client or by Invesco,
 
  6.1.6   Revealing to any other person (except in the normal course of his or her duties on behalf of a client) the consideration of any securities transactions by any client or by Invesco.
7   REPORTS
  7.1   In order to implement the general principles, restrictions and prohibitions contained in this Code, each Employee is required to provide the following:
 
  7.2   Initial Certification and Schedules . This Code forms part of an employee’s contract of employment and any breach may be grounds for disciplinary action up to and including summary dismissal.
  7.2.1   On commencing employment at Invesco, each new employee shall receive a copy of the Code via electronic means and will be expected to confirm that they understand and accept this Code within their first month of employment.(See Appendix D).
 
  7.2.2   New employees are also required on commencement of employment to provide the following to the Compliance Department:
  (i)   a list of all Covered Accounts; and
 
  (ii)   details of any directorships (or similar positions) of for-profit, non-profit and other enterprises.
  7.3   Confirmations Each employee shall cause to be provided to the Compliance Department, where an outside broker undertakes the transaction, duplicate copies of confirmations of all transactions in each Covered Account.
 
  7.4   Annual Certification All employees are required to confirm their understanding of and adherence to the Code of Ethics on an annual basis. (See Appendix E).
  7.4.1   Annual acceptance of the Code is normally submitted electronically and requires the employee to provide an up-to-date list of:
  i)   all Covered Accounts/securities;
 
  ii)   directorships (or similar positions) of for-profit, non-profit and other enterprises;
 
  iii)   trades undertaken for which contract notes/confirmations have not been provided to the Compliance Department;
 
  iv)   potential conflicts of interest identified which have not yet been reported to the Compliance Department; and
 
  v)   potential Treating Customers Fairly issues identified which have not yet been reported to the Compliance Department.
  7.4.2   With respect to Discretionary Accounts, if any, certifications that such employee does not discuss any investment decisions with the person making investment decisions; and

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  7.4.3   With respect to any non-public security owned by such employee, a statement indicating whether the issuer has changed its name or publicly issued securities during such calendar year.
  7.5   Exempt Investments Confirmations and periodic reports need not be provided with respect to Exempt Investments, (see 3.2).
 
  7.6   Disclaimer of Beneficial Ownership Any report required under this Code may contain a statement that such report is not to be construed as an admission by the person making the report that he or she has any direct and indirect beneficial ownership of the security to which the report relates.
 
  7.7   Annual Review The European Director of Compliance will review the Code as necessary, in light of legal and business developments and experience in implementing the Code, and will prepare a report to the relevant Executive Committee that:
  7.7.1   summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year,
 
  7.7.2   identifies any violations requiring significant remedial action during the past year, and
 
  7.7.3   identifies any recommended changes in existing restrictions or procedures based on the experience under the Code, evolving industry practices, or developments in applicable laws or regulations
8   MISCELLANEOUS
  8.1   Interpretation The provisions of this Code will be interpreted by the European Director of Compliance. Questions of interpretation should be directed in the first instance to the European Director of Compliance or his/her designee or, if necessary, with the Compliance Officer of another Invesco entity. The interpretation of the European Director of Compliance is final.
 
  8.2   Sanctions If advised of a violation of this Code by an employee, the local Chief Executive Officer (or, in the case of the local Chief Executive Officer, the local Board of Directors) may impose such sanctions as are deemed appropriate. Any violations of this Code and sanctions therefore will be reported to the local Board of Directors at least annually.
 
  8.3   Effective Date This revised Code shall become effective as of 1 March 2011.

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APPENDIX A
DEFINITIONS
1.   Advisory Client’ means any client (including both investment companies and managed accounts) for which Invesco serves as an investment adviser, renders investment advice, or makes investment decisions.
 
2   ‘Beneficial Interest’ means the opportunity to share, directly or indirectly, in any profit or loss on a transaction in Securities, including but not limited to all joint accounts, partnerships and trusts.
 
3   ‘Covered Accounts’ means:
  3.1   any account/securities held by you, or your family, while an employee;
 
  3.2   accounts/securities held by you for the benefit of your spouse, significant other, or any children or relatives who share your home;
 
  3.3   accounts/securities for which you have or share, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise:
  (i)   voting power (which includes power to vote, or to direct the voting of, a security), or
 
  (ii)   investment power (which includes the power to dispose, or to direct the disposition) of a security; or
  3.4   accounts/securities held by any other person to whose support you materially contribute or in which, by reason of any agreement or arrangement, you have or share benefits substantially equivalent to ownership, including, for example:
  (i)   arrangements (which may be informal) under which you have agreed to share the profits from an investment, and
 
  (ii)   accounts maintained or administered by you for a relative (such as children or parents) who do not share your home.
  3.5   Families include husbands and wives, significant other, sons and daughters and other immediate family only where any of those persons take part in discussion or passing on of investment information.
4.   ‘Employee’ means a person who has a contract of employment with, or employed by, Invesco UK or any associated Invesco Company within Europe; including consultants, contractors or temporary employees.
 
5.   ‘Equivalent Security’ means any Security issued by the same entity as the issuer of a security, including options, rights, warrants, preferred stock, restricted stock, bonds and other obligations of that company.
 
6.   ‘Fund’ means an investment company for which Invesco serves as an adviser or subadviser.
 
7.   ‘High quality short-term debt instruments’ means any instrument having a maturity at issuance of less than 366 days and which is treated in one of the highest two rating categories by a Nationally Recognised Statistical Rating Organisation, or which is unrated but is of comparable quality.

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8.   ‘Independent Fund Director’ means an independent director of an investment company advised by Invesco.
 
9.   ‘Initial Public Offering’ means any security which is being offered for the first time on a Recognised Stock Exchange.
 
10.   ‘Open-Ended Collective Investment Scheme’ means any Open-ended Investment Company, US Mutual Fund, UK ICVC or Irish Unit Trust, Luxembourg SICAV, French SICAV or Bermuda Fund.
 
11.   ‘Securities Transaction’ means a purchase of or sale of Securities.
 
12.   ‘Security’ includes stock, notes, bonds, debentures and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments, such as options and warrants.
 
13.   UK ICVC and affiliate schemes” defined as all UK domiciled retail Invesco ICVCs, all Invesco Continental European domestic ranges and all Invesco Ireland and Luxembourg SICAVs and Unit Trusts.
 
14.   “Main Index” defined as a member of the FTSE 100 or equivalent. The equivalency will be determined by the European Director of Compliance on a case by case basis.

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APPENDIX B
Page 1 of 2
Procedures to deal for Invesco UK
1   The procedures to deal are as follows:
  A:    Obtain the UK Pre-Clearance Trade Authorisation Form from the Compliance Europe Intranet site homepage.
 
  B:    Complete Trade Authorisation Form noting:
  i)   permission sought to either buy or sell;
 
  ii)   the amount in shares or currency;
 
  iii)   is the transaction an Invesco ICVC/ISA/GPR or affiliated scheme — yes or no — if yes, then you will have to submit your pre-clearance form to *UK- Compliance Personal Share Dealing e-mail group — if no, then pre-clearance is not required;
 
  iv)   type of security;
 
  v)   name of company or other;
 
  vi)   date of request to deal;
 
  vii)   name of beneficial owner; and
 
  viii)   address of beneficial owner.
      Then complete each of the questions in connection with the transaction you require completed — “yes” or “no” answers will be required.
  C:    For Venture Capital Trust ordinary securities or for Invesco ICVC/ISA/GPR Trades, you should now only complete section Two. Once you have answered both questions, the pre-clearance form must be submitted to the e-mail *UK-Compliance Personal Share Dealing — Compliance will review the prospective transaction and revert to you by e-mail. Once you have received this confirmation e-mail you are free to deal. However, the trade must be completed by the end of the next business day from the date of confirmation.
 
      If you wish to sell/buy Invesco shares you should complete Section two as noted above.
 
  D:    For Equity, Bond or Warrant deals, obtain pre-clearance to deal from the UK Investment Dealers by submitting the completed pre-clearance form by e-mail to — *UK- Invest. Dealers .
 
  E:    Once the UK Investment Dealers have authorised the pre-clearance form, they will send the form on by e-mail to *UK- Compliance Personal Share Dealing for additional authorisation.
 
      Once Compliance have completed their checks, they will authorise the pre-clearance form and send back to the originator. The originator then has until close of business the day after pre-clearance is granted to deal. If dealing is not completed in this time frame, then additional pre-clearance MUST be sought via the same process.

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APPENDIX B
Page 2 of 2
  F:    Once authority has been granted from the UK Investment Dealers and Compliance, the originator must also send a copy of the completed form to Elaine Coleman in Henley Compliance, who will enter the authority in the Personal Share Dealing Register.
 
  G:    A copy of the contract note (or equivalent) must also be sent to Compliance.
 
  NB   Permission to deal will not be granted retrospectively. Deals undertaken without permission will be brought to the European Director of Compliance’s attention, by a review of the personal share dealing register, for discussion with the person concerned.

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APPENDIX C
Page 1 of 4
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APPENDIX D
ACKNOWLEDGMENT OF RECEIPT
OF INVESCO UK REVISED CODE OF ETHICS
Only complete this version of the Annual Acknowledgement where you are unable to complete the electronic version.
I acknowledge that I have received the Invesco Code of Ethics dated 1 March 2011, and represent that:
1.   In accordance with Section 7 of the Code of Ethics, I will fully disclose the Securities holdings in Covered Accounts*
 
2.   In accordance with Section 3 of the Code of Ethics, I will obtain prior authorisation for all Securities Transactions in each of my Covered Accounts except for transactions exempt from pre-clearance under Section 3 of the Code of Ethics*
 
3.   In accordance with section 7 of the Code of Ethics, I will report all Securities Transactions in each of my Covered Accounts except for transactions exempt from reporting under Section 3 of the Code of Ethics.
 
4.   I will comply with the Code of Ethics in all other respects.
         
     
     
  Signature   
     
 
     
     
  Print Name   
 
         
Date:    
 
*     Representations Nos: 1 and 2 do not apply to Independent Fund Directors

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APPENDIX E
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE INVESCO CODE OF ETHICS
To be completed by all Employees following the end of each calendar year — only complete this version of the Annual Certification where you are unable to complete the electronic version.
I hereby certify that, with respect to the calendar year ending on 31 December, 2010 (the ‘Calendar Year), I have reported to Invesco all Securities Transactions in respect of each of my Covered Account(s). I further certify that I have reviewed the attachments hereto and confirm that:
a)   Sections A & B contain a complete list of Covered Account(s) as well as a complete list of my directorships, advisory board memberships and similar positions;
 
b)   Section C contains a complete list of trades, other than Exempt Investments, in my Covered Account(s) during the Calendar Year for which contract notes/confirmations have not been forwarded;
 
c)   Sections D & E contain details of any potential Conflicts of Interest and Treating Customers Fairly issues identified during the year but not yet reported.
I further certify that:
a)   For any of my Covered Accounts which have been approved by the Compliance Department as a Discretionary Account(s) (which have been identified on Section A with an ‘E’ prefix), that I have not exercised investment discretion or influenced any investment decisions and that I will not exercise investment discretion or influence any potential investment decisions with such Discretionary Account(s);
 
b)   As appropriate, I have identified on Section A hereto those Covered Accounts which contain open-ended Collective Investment Schemes/Investment Companies shares only but for which account statements and confirms are not and have not been provided and hereby confirm that all securities transactions in these accounts are and will be limited exclusively to transactions in shares of open-ended Collective Investment Schemes;
 
c)   For any privately-issued security held by me or my Covered Account(s), I will inform the Compliance Department upon learning that any issuer has either changed its name or has issued or proposed to issue any class of security to the public;
 
d)   I have complied with the requirements of the Conflicts of Interest Policy, the Gifts, Benefits and Entertainment (Inducements) Policy; and the Treating Customers Fairly Policy;
 
e)   I have not used personal hedging strategies or remuneration or liability related insurance contracts to undermine any risk alignment effects embedded in my remuneration arrangements; and
 
f)   I have received a copy of and understand the Code in its entirety and acknowledge that I am subject to its provisions. I also certify that I have complied and will comply with its requirements;
To the extent that any of the attached Schedules contain inaccurate or incomplete information, I have noted and initialled the change directly on the Schedule and returned this certification along with all Schedules to the Compliance Department. Capitalised terms used herein without definition shall have the meanings given to them in the Code.
         
     
     
  Signature   
     
 
     
     
  Print Name   
 
         
Date:    
UPON YOUR FULL REVIEW AND EXECUTION, PLEASE RETURN THE ENTIRE PACKAGE
IMMEDIATELY TO THE COMPLIANCE DEPARTMENT IN HENLEY

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APPENDIX E
Annual Certificate of Compliance with THE INVESCO CODE OF ETHICS
Section A — COVERED ACCOUNTS
The following is a list of Covered Accounts subject to the Invesco Code of Ethics:
Section B — Directorships, Advisory Board Memberships and Similar Positions held
The following is a list of directorships, advisory board memberships and similar positions that I hold:

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APPENDIX E
Annual Certificate of Compliance with THE INVESCO CODE OF ETHICS
Section C — Trades
The following is a list of trades undertaken during the period for which contract notes/confirmations have not been forwarded :
Section D — Conflicts of Interest
The following is a list of potential conflicts of interest I have identified during the course of the year and not already reported to the Compliance Department:
Section E — Treating Customers Fairly (TCF)
The following is a list of potential TCF issues I have identified during the course of the year and not already reported via the TCF Scorecards:

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APPENDIX F
                 
    Pre       Quarterly Reporting   Annual Report of
Type of Transaction in IVZ   Clearance   Basis for Approval   of Transactions   Holdings
— Open market purchases & sales
— Transactions in 401(k) plan
  Yes   Not permitted in blackout periods.   Yes   Yes
 
  European Director of Compliance       European Director of Compliance   European Director of Compliance
 
               
Exercise of Employee Stock Options when same day sale
     • Rec’d when merged w/ Invesco
     • Options for Stock Grants
     • Options for Global Stock Plans
     • Options for Restricted StkAwards
  Yes

IVZ Company
Secretarial
  Not permitted in closed periods for those in the ‘Blackout Group’.

Option holding period must be satisfied.
  Yes

European Director of Compliance
  n/a
 
               
Sale of Stocks Exercised and held until later date. Options Exercised will have been received as follows:
     • Rec’d when merged w/ Invesco
     • Options for Stock Grants
     • Options for Global Stock Plans
     • Options for Restricted StkAwards
  Yes

European Director of Compliance
  Not permitted in closed periods for those in the ‘Blackout Group’.

Stock holding period must be satisfied.
  Yes

European Director of Compliance
  Yes

European Director of Compliance
 
               
Sale of Stock Purchased through Sharesave
  Yes

European Director of Compliance
  Not permitted in closed periods for those in the ‘Blackout Group’.   Yes

European Director of Compliance
  Yes

European Director of Compliance
 
               
Sale of Stock Purchased through UK SIP
  Yes

European Director of Compliance
  Not permitted in closed periods for those in the ‘Blackout Group’.   Yes

European Director of Compliance
  Yes

European Director of Compliance
 
1) Open market purchases/sales — Pre-clearance to deal is required from Compliance, no dealing is permitted during close periods for those in the ‘Blackout Group’. Details of closed periods are posted to the intranet site by Company Secretarial.
 
2) Employee Stock Options (a) exercise/same day sale — authorisation of the Option is granted by Company Secretarial Department and signed by Trustees of the Scheme.
 
3) Employee Stock Options (b) exercise/take possession/subsequent day sale — same as above, except that individual would pay for the shares and pay tax. The stock would then be lodged in the employee share service arrangement — then if subsequent disposal was sought the normal pre-clearance process would apply (pre-clearance from Compliance — no dealing during closed periods for ‘Blackout Group’ members).
 
4) Stock Grants (Global Stock Plans) — Awards made yearly, stock would be purchased through Company Secretarial and held for three years. After three years elect to keep the shares or distribute — stock would be transferred to employee share service arrangement with normal pre-clearance/closed period requirements.
 
5) Employees who receive IVZ stock when their company is purchased by IVZ — stock distribution as part of the transaction to buy the Company concerned. Stock would be issued to the individual concerned and, depending on the terms of the deal, may be required to be held for a period. Stock would be transferred into the employee share service, and subject to terms of the Company deal would then follow normal pre-clearance/close period guidelines.
 
6) Restricted Stock Awards — similar to stock grants as above — except tax not paid initially — pre-clearance from Compliance and closed period restrictions apply.
 
7) Transactions in IVZ stock via 401(k) plan — Transaction no different to open market purchases — pre-clearance required, dealing in closed periods no allowed.
 
8) Sharesave — If share save is exercised then stock would be placed into employee share service arrangement. Then if individual sells they go through normal pre-clearance and closed period process. Special rules may be brought in at share save anniversary dates. These will be communicated as appropriate.
 
9) UK SIP — A UK SIP is open to UK employees — which is a tax efficient way of purchasing shares on a monthly basis. The shares must be held for 5 years from initial purchase date — sell before and then tax would be paid. If you sell after the five year period, then normal pre-clearance and closed period restrictions would apply.

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Code of Ethics

Fundamental Liabilities and Social Responsibilities
1. We will recognize the importance of the basic liabilities and social responsibilities as an asset management company and acquire the trust of the investors by the sound business operations.
In our Code of Ethics, there is a clear message that we will have to adhere to the fiduciary duties stipulated as a code of conduct. We consider that to fulfill the fiduciary duty ultimately results in the accomplishment of the fundamental liability as an asset management company. As a principle, we hereby stipulate in the manual for business operations as an investment trust management company that “In conducting the business operations, we will perform the fiduciary duties in compliance with the principle of the investment trust management company.” And also in the manual for business operations as a discretionary investment management company that in conducting the business operations, we will comply with the customer contracts and perform the fiduciary duties in compliance with the principle of the investment advisory company law. This idea reflects the specific articles of Investment Trust Law  and Investment Advisory Law as described below:
 “Funds of investors are pooled and managed as investments principally in securities,~, by a person other than such investors through the use of an investment trust~, the fruits thereof are distributed to such investors, ~” (excerpt from Article 1 of ITM Law)
“An investment advisor is entrusted with the whole or any part of the authority to make investment decisions based on an analysis of the value of securities, etc., and also with the authority necessary to invest clients’ assets on behalf of such client based on such investment decisions” (Section 4 of Article 2 of Investment Advisory Law)
Social Responsibilities
An asset management company collects money from the investors in general and invests and returns the money with the yields based on the fiduciaries duties. We will have to recognize the sociability and public nature of an asset management company in the financial capital market and be requested to behave ourselves based on the rigid principle and self-responsibility. This will lead to the efficient investment of the funds and

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contribute to the sound development of the economic society and the protection of the investors.

Compliance with the laws and regulations
2. We will comply with the related laws and regulations and fulfill the sincere and sound business operations.
Compliance
Invesco is regulated by Investment Trust Law, Investment Advisory Law, Securities and Exchange Law, Financial Product Sales Law and other related laws and regulations. In the meanwhile as to the trades with the overseas counterparties, we are also requested to abide by the laws and regulations overseas. This is an asset management company will fulfill the social responsibilities by the compliance with the laws and regulations as well as the sound business operations.
Sincere and sound business operations
In compliance with not only the related laws and regulations but also the association rules and the internal rules, we will have to realize our business principle by conducting the daily operations sincerely and soundly. All directors and employees should conduct the daily operations in recognition of the above fact.
Principle of Conduct
It is important for each of us to recognize our own responsibilities and powers and understand completely the related laws and regulations as well as the internal rules and to implement the scheme which each of us makes the voluntary actions based on our own accord. Every department makes the own check on a daily routines basis as the first checking function, by the independent internal auditor as the second checking function and the audit by the statutory auditor and the external accountants as the third checking function. This is the realistic checking scheme. Violation of the laws is the most crucial risk(linked to the social responsibilities) that the management should pay attention in terms of risk management. Once the violation occurs, the management should try to grasp the issues swiftly and having the continuous contact with the related departments out of its responsibilities, and find out the reasons and settle as soon as possible and work out the countermeasures to prevent its recurrence.

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Provision of the High Quality of the Asset Management Service
3. We will contribute to the development of the economic society by providing the high quality of the asset management service in compliance with the investment purpose of the investors.
Provision of the High Quality of the Asset Management Service
The investment needs of investors are constantly increasing under the change of the current investment circumstance. To comply with these needs, we will have to make efforts to increase investment efficiency and quality of the providing service. In terms of the investor protection, we will have to make efforts to strengthen the internal control scheme and risk management set up in line with the diversification and the complexity of the financial capital market. At the same time, we will have to make the correct disclosure and accountability to the investors in line with the profundity and complexity of the proposed products.
Contribution to the economic society
One of the social roles of an asset management company is to support the economic activities of the investors. We will fulfill our social responsibilities to make best efforts to the efficient investment of the funds, the better performance to respond to the needs of the investors.

First Priority on the Customers’ Interests
4. We will fulfill the fundamental responsibility to prioritize the customer’s interests and conduct the proper business operations as an asset management company.
First Priority on the Customers’ Interests
The high quality of the service provision is not always the better performance of the funds but the total service including other service, e.g., the efficient and correct operations, proper trade monitoring, etc. In principle, we should prioritize the customer’s interests and effort to maximize their interest. We can realize the above service by the better performance of the invested funds, the efficient operations, the proper risk management, the better customer service as well as the compliance with the laws and regulations and the risk management.

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Protection of Conflicts of Interests
As described above, for the better service provision, it is important to the better performance, the compliance with laws and regulations, the establishment of the risk management but in considering the maximization of the investors’ interests, It is very vital to protect the conflicts of interests.

Transparent Business Operations
5. We will realize the transparent business operations by the appropriate disclosure.
Importance of Disclosure
We can obtain the trust from the investors by the correct disclosure in order to fulfill the fundamental liabilities and the social responsibilities. We should pay attention to the sufficient and correct disclosure of the trusted assets and the corporate information which are vital for the investors’ investment decision making. As to the disclosure content and method, etc., we are legally requested to be sound and correct, etc.
Transparent Business Operations
We are liable of the disclosure against the beneficiaries, Customers, investors, and the market and its accomplishment is one of our social responsibilities.
To clarify the content of the daily operations and the judgment base for everyone, it is our responsibilities to realize the transparent business operations.

Exclusion of Anti-Social Forces
6. We will stand firm against the anti-social forces.
Exclusion of Anti-Social Forces
It is necessary to establish the pre-clearance set-up and the organization to accomplish the social responsibilities to ensure the compliance with the laws and regulations. We are exposed to the risk which we should stand firm against the anti-social forces during the daily operations. As a social member, it is very important for each of us to have the strong faith to stand firm against the anti-social forces which impairs the social order.

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Countermeasures
It is very important for us to proceed the correct operations in the course of the daily operations to comply with the anti-social forces and keep the close communication with the related departments in terms of the protection of the troubles. Just in case where we encounter the case, to make the swift contact with the related departments and recognize the alliance and cooperation with the other departments and consider the consultation to the outside police offices, etc.
Alliance with the Outside Parties
The most effective way is to stand firm against the anti-social forces. In this regard, we will have to consult with the police officers and outside legal counsels to comply with the swift handling. It is very important to have close communications with the police offices, legal counsels to exchange information and comply with this issue.
Money Laundering
In accordance with Law concerning Anti-Organization Crimes to have been implemented effective February 1, 2000, the definition of the illegal earnings is more widely defined so that the regulatory reporting on the suspicious trades which used to be limited to the drug trafficking has been expanded substantially to all illegal trades(Criminal Codes, Commercial Codes, Securities and Exchange Law, Foreign Exchange Law, etc.).
It is very important for all directors and employees to recognize and pay attention that the identification of the principal and the report on the suspicious transactions are regulated and so be cautious about the money launderings.
Upon discovery of the money laundering or the case of involvement in the money laundering , immediate report to the person in charge of money laundering and regulatory report to be made accordingly dependent upon the case.

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Gifts and Entertainment Policy
Article 1 Purpose
For the purpose of establishing and maintaining the sound and fair relationship with the counterparties, we hereby implement this Gifts and Entertainment ethical conduct, and minimize any conflict, the Gifts and Entertainment Manual outlines Invesco’s approach with regard to the gifts made to or received from and entertainment with, all employees, directors, consultants and contractors of Invesco (who is called “business associate” in this manual) are act with integrity and commitment
Article 2 Definitions
     Definitions for Entertainment and Gift
Entertainment and gift is anything of value given by the company or personnel to Business Associate, or by Business Associate to any Invesco personnel. Gift and Entertainment may include the followings:-
  1)   Meal
 
  2)   Sporting Games (Golf Club)
 
  3)   Travel (except the situation of Business Trip)
 
  4)   Mid-Year and Year End Gift
 
  5)   Souvenir
 
  6)   Farewell Gift
 
  7)   Gratuity / Funeral
 
  8)   Services compensation, Receipt of Real Estate, Goods Credit Loan, Loan Offer
 
  9)   Non-Market Price Offer for any security, stocks and other assets
 
  10)   Any Ticket offer
Article 3 Basic Policy
  1.   Invesco staffs are expected to have good ethical standards and sense in receiving or entertaining and in being received or entertained by a Business Associate, particularly in the frequency, amount, venue and content.
 
  2.   If the situation occurs in overseas, Invesco staff should are expected to use their professional judgment to deal with this matter.
Article 4 Prohibited Behaviors
  1)   Invesco staff must not give or receive any gift and entertainment in the following cases as specified below:

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  2)   Any gifts and entertainments are prohibited according to the laws and regulations which regulate the counterparty.
 
  3)   In the case where such gifts and/or entertainments will destroy the Invesco’s social trust and image.
 
  4)   Although the gifts/entertainments are to be made in accordance with the business operations, the related objectives are deemed to be personal conducts.
 
  5)   The contents and amount of gifts/entertainments exceed the socially accepted limits in terms of the purpose of the gifts/entertainments and the social status of the recipients of the gifts/entertainments.
 
  6)   The gifts/entertainments are not to be made according to the pre-determined procedure stipulated by this Policy and other related internal rules.
 
  7)   Cash and/or cash equivalents (Except for the gift certificates, and reasonable cash due to the general custom such as the marriage and/or funeral matters)
Article 5 Gifts/Entertainments with Governmental Officials
In principle, the gifts/entertainments granted to the governmental officials (including the quasi-governmental officials stipulated by the related laws and regulations) are prohibited.
Article 6 Procedure for approval and reporting
1.   In case where any director/employee grants the gift/entertainment of the value of JPY 20,000 or more per case, the prior approval of the direct reporting head and the head of Legal and Compliance is required.
 
2.   In case where any director/employee receives the gift/entertainment of the value of JPY 10,000 or more per case, the prior approval of the direct reporting head and the head of Legal and Compliance is also required.
 
3.   The preceding approval shall be required according to the pre-determined application format (Appendix I).
 
4.   In other cases than the preceding Section 1 and 3, the prior approval shall not be required. Provided, however, that in either case where  the total aggregate amount of the granted gifts/entertainments for one year is JPY 200,00 or over, or the total aggregate amount of the gifts/entertainments received for one year is JPY 100,00 or over, any director/employee shall make the post report to Legal and Compliance Department.

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5.   Legal & Compliance Department will instruct and advise the directors and employees in case of need and will report to the Risk Management Committee if any serious matters occur.

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Article 7 Treatment of gifts/entertainments between Invesco directors/employees
  1)   This rule is not applied to the cases of gifts/entertainments between-directors/employees or gifts/entertainments related to private matters which have nothing to do with business.
 
  2)   Every employee should conduct the appropriate behavior according to the preceding Article 2 in case of the conducts as specified in the preceding Article 3.
Article 8 Abolition/Amendments of this Policy
     Abolition/Amendments shall be approved by Risk Management Committee.
Addendum
     This manual will be effective on 1 September, 2002.
Regulations on Personal Dealings by Staff
Section I General Provisions
Article 1 Purpose
The purpose of these Regulations, based on the recognition of the public nature and the societal importance of investment managers, is to clarify and outline the rules that all staff must heed when trading a negotiable security for their own account or having any other dealings which might contravene our business.
Article 2 Definition
1.   “Staff” as stipulated herein shall refer to members of Invesco Asset Management (Japan) Ltd. (excluding part-time staff)(referred to as “Invesco” thereafter).
 
2.   “Family of staff” as stipulated herein shall refer to relatives of staff who live with the staff.
 
3.   “Securities” as stipulated herein shall refer to securities (including the trading of securities in securities cumulative investment plans), convertible bonds, warrant, bond attached with warrant, bonds (excluding government bonds, municipal bonds, and government-guaranteed bonds), or any funds managed by the Invesco group.
 
4.   “Transactions” as stipulated herein shall refer to the transaction in securities or any similar acts (including assignment and inheritance).

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Article 3 Notification of Trading Account
In the event staff or family of staff opens a trading account for the purpose of trading securities or concluding a securities cumulative investment plan, or transfers or closes said account, they must promptly submit the report on the account with brokerage company (Form A) to the Compliance Officer.
Article 4 Approval of Trading of Securities
Securities may be traded only after undertaking the following procedure:
a) Submit to the Compliance Officer via the Trader the application for securities dealings (Form B). The trader who receives this application shall check seven days prior to said trade to see if the same securities had been traded for the clients. (Please refer to the Article 6-2.)
b) Securities may be traded only after the application form is approved by Compliance Officer. The approved trade should be executed within one trading day following the date of approval, following which time period a new application form must be submitted.
c) Submit to the Compliance Officer a report on the trade as mentioned above (a copy of the trade confirmation issued by the brokerage company) within ten days after said trade. If the trade is not made through a brokerage company, use Form C to report on the settlement method, etc., of said trade.
Article 5 Prohibition of Short-Term Trading
1.   No one may under any circumstance engage in a trade for the purpose of speculative gain. Trades are limited to those whose purpose is investment. “Trades whose purpose is investment” refer to the trading of securities with the intention of holding the securities for no less than six months under a normal market environment. This holding period shall be shortened for 60 days for any staff other than directors and the staff who are registered with FSA as key person. Notwithstanding the foregoing, the basis for the trade of securities in securities cumulative investment plans whose purpose is deemed as investment shall be the first purchase date after subscription (if the securities were acquired after the assessment is increased due to a change in the contract, the first purchase date after the contract is changed; if the securities were acquired after the contract is suspended then resumed, the first purchase date after resumption). In addition, to make clear that the purpose of the trade is investment, the staff must agree to

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    deposit the purchased securities under the securities certificate storage program or to transfer the securities.
2.   No one may under any condition buy back a security that they sold or any security of the same issuer within sixty days.
Article 6 Other Prohibited Actions
1.   No one may handle securities if they are aware of any non-public information on said securities that, if made public, may affect the market price of said securities (refer to the Regulations for the Prevention of Insider Trading).
 
2.   No one may trade the same securities as that traded on behalf of Invesco clients within seven days before or after the said trade. Therefore, the Trader who receives an application for a personal trade shall check seven days prior to the said trade to see if the same securities had been traded. If upon the report from Trader the Compliance Officer verifies that the same securities had been traded, they shall reject the trade application. Likewise, the Compliance Officer shall check seven days after the trade in the trade application to determine if the same securities had been traded. When a transaction in the same security has been confirmed, the Chief Investment Officer and Compliance Officer will examine the probability of a conflict of interest with customers, and if necessary may order a surrender of the profits arising out of the relevant transaction. Such examination shall be documented.
 
3.   The above seven-day rule does not apply to a trade where (i) the issuer’s market capitalization is greater than or equal to JPY 100,000,000,000; (ii) the volume of the trade does not exceed 20 times the minimum number of tradable shares, and (iii) the value of the trade does not exceed JPY 2,000,000; provided that a trade under this exception will not be permitted more than once a month with respect to any particular security.
 
4.   Underwriting of new issues (including secondary issues) by staff is not permitted. Furthermore, if staff finds out that securities in their possession will be listed on an exchange, they shall prepare a report on said securities and submit the report to the Compliance Officer.
 
5.   No one may do trading of securities on the Invesco restricted list (which will be distributed to all staff by the Compliance Officer), margin trading, futures trading, and commodity trading (including options).

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6.   No one may trade securities under the name of another party or a fictitious name.
Article 7 Gifts
1.   No one may, whether directly or indirectly, receive any gifts or be entertained from any of the following units of individuals: Invesco Group, its customers, Group’s affiliated companies, and their customers. In addition, whether directly or indirectly, no staff may trade securities or other assets at prices different from market prices with security companies with whom Invesco has business or with employees and accounting managers of companies engaged in transactions with Invesco.
 
2.   It is not permitted to give or receive, directly or indirectly, cash or money to or from the Invesco Group, its customers, its affiliates, or persons connected with any of the foregoing.
 
3.   The rules on gifts and entertainment are set forth separately in the company’s internal regulations.
Article 8 Employment Outside Company
1.   Staffs (excluding part-time staff) are hired to work full-time. Therefore, anyone who is hired for an employment outside Invesco or who wishes to engage in another occupation (excluding funds managed by Invesco) shall, to prevent their other job or occupation from interfering with their job at Invesco, report the nature of said occupation or job in writing in advance, and receive the approval of the President and the Compliance Officer.
 
2.   A staff who said additional employment is approved shall carefully handle any information obtained on said additional employment to prevent the violation of Invesco and/or regulatory agencies’ rules regarding insider information.
Article 9 Reporting
1.   Staff shall submit every quarter a personal transaction check sheet (Form D) for said quarter within ten days after the end of said quarter.
 
2.   Staff shall report on the ownership of securities as of December 31 by January 31 the following year using Form E. In addition staff shall report on any securities acquired by stock dividend, stock split, dividend reinvestment plan, etc.

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3.   The Compliance Officer, after receiving the quarterly report and annual report as stipulated above, shall evaluate the contents. Any violations or irregularities will be reported by the Compliance Officer to the President.
 
4.   Each director and employee shall within 10 days of the end of each quarter file a Form F report of any gifts in the preceding quarter, and shall submit it to the department head. The department head shall verify the contents of the report and submit it to the Compliance Officer.
 
5.   These regulations shall be distributed to staff once a year along with the Regulations for the Prevention of Insider Trading. After receiving the documents, staff shall carefully review their contents and submit to the Compliance Officer a form that confirms all stipulated reports have been submitted (Form E) and acknowledges understanding of the regulations.
Article 10 Initial Reporting for New Staff
Immediately after joining IAMJ staff shall submit the following report to Compliance Officer.
1.   Report on the account with securities company (Form A)
 
2.   Report on the ownership of securities as of joining date
Acknowledgement of the Regulations on Personal Dealings by Staff and the Regulations for the Prevention of Insider Trading and agreement to follow these rules (Form E-2)
Article 11 Administration
1.   Applications and reports submitted according to stipulations herein shall be held in storage by the company for no less than six years from when they were issued.
 
2.   The Compliance Officer shall have principal authority over these regulations and report documents.
Article 12 Compliance with relevant Rules and Regulations
A staff who trades securities must comply with these regulations as well as relevant laws, regulations and rules set forth by the Security Investment Trust Association, regulations and rules set forth by the Japan Securities Investment Advisory Association, and any other relevant regulations and rules as designed by IAMJ or Invesco Group Companies.

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Article 13 Violations
In the event a trade in violation of these regulations is detected, the Compliance Officer shall receive from the staff who engaged in the trade an explanation in writing, then report, in writing, the incident to the President. As a result, unless said trade is found to be permissible, the company may force the staff to cancel said trade, order the staff to disgorge any profits resulting from the trade, or take other steps, as it may deem appropriate.
Section II. Invesco LTD (IVZ)
Article 14 Transaction of IVZ’s securities
No one under any condition may transact IVZ’s securities for two months before the announcement of IVZ’s interim accounts or annual accounts. In certain other cases personal transactions of IVZ’s securities may be prohibited. No one under any condition may handle IVZ’s securities without the prior approval of IVZ’s Corporate Secretary (except the case of transaction through Invesco Stock Ownership Plan (Jugyoin Mochikabukai) ). This is separately controlled in accordance with “Code for the Purposes of Personal Dealings in the Shares of the Company by Directors, Global Partners and Employees” which can be found in the public folder.
Section III. Insider Trading
Article 15 Insider Trading
Under the Japanese Securities and Exchange Act, which was amended in May 1988, it is a crime punishable by fine or imprisonment for a company personnel to use undisclosed information that may affect the price of a security to trade said company’s security for personal gain or to either avoid or reduce loss. To prevent such insider trading, the company provides rules on preventing insider trading. The Japanese Securities and Exchange Act and its details are available from the Compliance Officer.
Article 16 Amendment or Abolition
Amendment or abolition of these regulations shall be by resolution of the executive committee Amendment or Abolition
Supplementary Provisions
These regulations are effective as of February 1, 1994.

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Regulations Concerning the Prevention of Insider Trading
1.   Legal and Regulatory Compliance
  (1)   Invesco shall comply with the Law Concerning Investment Trusts and Investment Corporations, the Law Concerning the Regulation, Etc., of the Investment Advisory Business in Connection With Securities, and the Securities and Exchange Law, and shall endeavor to prevent insider trading.
 
  (2)   Invesco shall endeavor to have its customers and other persons fully informed of the significance and content of the insider trading regulations on occasions such as collecting information in the investment trust management business and the investment advisory business, as well as at the time of executing agreements.
2.   Management of Important Corporate Information
  (1)   In these regulations the following shall be “Important Corporate Information” out of the undisclosed events of which officers and employees are aware in the course of conducting their business:
  A.   Decisions
  (A)   Listed Companies, Etc.
 
      If the organ that decides on the execution of business of a listed company, etc. (as defined in Article 163(1) of the Securities and Exchange Law. The same shall apply hereinafter) has made a decision to implement the following or if in connection with said decision (limited to those that have been disclosed to the public) the organ has made a decision not to implement the following (see Article 166(2)(i) for reference), excluding those that are covered by the standards set forth in Cabinet Office Order (Article 1-2 of the Cabinet Office Order Concerning Regulation of Transactions in Specified Securities, Etc., of Company Related Persons, Etc.) as being of minimum impact on the investment decisions of investors:
  1.   The issuing of shares of stock (including preferred equity investments under the Preferred Equity Investments Laws. The same shall apply in 6. below), warrant, bond attached with warrant, and convertible bond;
 
  2.   Reduction in capitalization;
 
  3.   Reduction in capital reserves or profit reserves;

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  4.   Acquisition of treasury shares pursuant to Commercial Code Article 210 or Article 211-3 or an equivalent law or regulation of a foreign country (limited to cases in which the listed company, etc., is a foreign company. The same shall apply hereinafter in this Article);
 
  5.   Disposition of treasury shares pursuant to Commercial Code Article 211 or an equivalent law or regulation of a foreign country;
 
  6.   Stock split;
 
  7.   Dividend of profit or surplus or cash distributions within the fiscal year as set forth in Commercial Code Article 293-5 (limited to those for which the amount per share or method differs from the most recent dividend of profit or surplus or cash dividend);
 
  8.   Exchange of shares;
 
  9.   Transfer of shares;
 
  10.   Merger;
 
  11.   Company split;
 
  12.   Assignment or acquisition or all or a part of business or business unit;
 
  13.   Dissolution (excluding dissolution as a result of a merger);
 
  14.   Commercialization of a new product or new technology; or
 
  15.   Business alliance or other event prescribed by Cabinet Order (Article 28 of the Securities and Exchange Law Enforcement Order) as being equivalent to 1 through 14 above.
  (B)   Subsidiaries of Listed Companies, Etc.
 
      If the organ that decides on the execution of business of a subsidiary of a listed company, etc. (meaning a subsidiary as prescribed in Article 166(5) of the Securities and Exchange Law. The same shall apply hereinafter) has made a decision to implement or made a decision not to implement any of the following (see Article 166(2)(v) of the Securities and Exchange Law), excluding those that are covered by the standards set forth in Cabinet Office Order (Article 1 of the Cabinet Office Order Concerning Regulation of Transactions in Specified Securities, Etc., of Company Related Persons, Etc.) as being of minimum impact on the investment decisions of investors:
  1.   Exchange of shares;

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  2.   Transfer of shares;
 
  3.   Merger;
 
  4.   Company split;
 
  5.   Assignment or acquisition of all or a part of business or business unit;
 
  6.   Dissolution (excluding dissolution as a result of a merger);
 
  7.   Commercialization of a new product or new technology; or
 
  8.   Business alliance or other event prescribed by Cabinet Order (Article 29 of the Securities and Exchange Law Enforcement Order) as being equivalent to 1 through 7 above.
  B.   Events
  (A)   Listed Companies, Etc.
 
      If an event as set forth below occurs in connection with a listed company (See Article166 (2) (ii) of the Securities and Exchange Law), excluding those that are covered by the standards set forth in Cabinet Order (Article 2 of the Cabinet Office Order Concerning Regulation of Transactions in Specified Securities, Etc., of Company Related Persons, Etc.) as being of minimum impact on the investment decisions of investors:
  1.   Damage resulting from a disaster or damage occurring in the course of execution of business;
 
  2.   Change in major shareholders;
 
  3.   An event that constitutes the cause for delisting or cancellation of the registration of specified securities or options in connection with specified securities; or
 
  4.   An event is set forth in Cabinet Order (Article 28-2 of the Securities Exchange Law Enforcement Order) as being equivalent to 1 through 3 above.
  (B)   Subsidiary of Listed Company, Etc.
 
      If an event as set forth below occurs in connection with a subsidiary of a listed company, etc. (Article 166(2) (vi) of the Securities and Exchange Law), excluding those that are covered by the standards set forth in Cabinet Order (Article 1-2 of the Cabinet Office Order Concerning Regulation of Transactions in Specified Securities, Etc., of Company Related Persons, Etc.) as being of minimum impact on the investment decisions of investors:

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  1.   Damage resulting from a disaster or damage occurring in the course of execution of business; or
 
  2.   An event as prescribed by Cabinet Order as being an event equivalent to that set forth in 1 above (Securities and Exchange Law Enforcement Order Article 29-2).
  C.   Settlement Information
  (A)   Listed Company, Etc.
 
      If a difference has occurred between the most recent projected value (or if there is no projected value, the public results for the preceding fiscal year) published in connection with the sales, ordinary profits, net profits (hereinafter “sales, etc.”) or dividends or distributions as set forth in A(A)7. of a listed company or sales, etc., of the corporate group to which the listed company, etc., belongs, and a new projected value calculated by the listed company, etc., or in the settlement of said fiscal year (see Securities and Exchange Law Article 166(2)(iii) for reference); provided, however, that this shall be limited to cases covered by the standards set forth by Cabinet Office Order (Article 3 of the Cabinet Office Order Concerning Regulation of Transactions in Specified Securities, Etc., of Company Related Persons, Etc.) as being of significant impact on the investment decisions of investors.
 
  (B)   Subsidiary of a Listed Company, Etc.
 
      If a difference has occurred between the most recent projected value (or if there is no projected value, the public results for the preceding fiscal year) published in connection with the sales, etc., of a subsidiary of a listed company, etc. (limited to an issuer of securities set forth in Securities and Exchange Law Article 2(1)(iv), (v-ii) or (vi) that are listed on an exchange and other persons as prescribed by Cabinet Office Order) and a new projected value calculated by the subsidiary or in the settlement of said fiscal year (see Securities and Exchange Law Article 166(2)(vii) for reference); provided, however, that this shall be limited to cases covered by the standards set forth by Cabinet Office Order (Article 4-4 of the Cabinet Office Order Concerning Regulation of Transactions in Specified Securities, Etc., of Company Related Persons, Etc.) as being of significant impact on the investment decisions of investors.

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  D.   Other Important Facts:
  (A)   Listed Companies, Etc.
 
      A material event in connection with the operation, business or assets of a listed company, etc., that will have a significant impact on the investment decisions of investors, except an event as set forth in A. through C. above in connection with the listed company, etc. (see Securities and Exchange Law Article 166(2)(iv) for reference);
 
  (B)   Subsidiary of Listed Company, Etc.
 
      A material event in connection with the operation, business or assets of a subsidiary of a listed company that will have a significant impact on the investment decisions of investors, except an event as set forth in A. through C. above in connection with subsidiaries of a listed company, etc. (see Securities and Exchange Law Article 166(2)(viii)).
  E.   Information in Connection With Public Tender Offerings, Etc.
 
      An event in connection with implementing or halting a public tender offering, etc., as prescribed in Securities and Exchange Law Article 167(1) and (2)), excluding those that are covered by the standards set forth in Cabinet Office Order (Article 7-3 of the Cabinet Office Order Concerning Regulation of Transactions in Specified Securities, Etc., of Company Related Persons, Etc.) as being of minimum impact on the investment decisions of investors
  (2)   In these regulations “officers and employees” shall mean officers and employees, contract works and temp staff of Invesco Asset Management (Japan) Limited
 
  (3)   The Company must designate an information control manager from among the officers and employees (which in principle shall be a director or a person with an equivalent position).
 
  (4)   If an officer or employee receives Important Corporate Information or information that is likely to constitute the same, the officer or employee shall immediately report said information to the information control manager.

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  (5)   If the information control manager receives a report from an officer or employee in connection with the preceding item, the information control manager shall inspect whether said report constitutes Important Corporate Information and if so shall give the necessary instructions concerning management, etc., of the Important Corporate Information.
 
  (6)   If an officer or employee has received Important Corporate Information or information that is likely to constitute the same, or a report of the same, the officer or employee must not communicate the Important Corporate Information to any other person, whether inside or outside the Company, unless approved by the information control manager.
3.   Approach to Business
 
    The Company shall not commit any act based on Important Corporate Information in connection with the implementation of the investment trust management business, investment advisory business, or discretionary investment business.
 
4.   Approach to Proprietary Trading
 
    The Company and its officers and employees shall not engage in proprietary trading of share certificates, etc., pursuant to Important Corporate Information.
 
5.   Amendment or Abolition
 
    Amendment or abolition of these regulations shall be by resolution of the executive committee.
Supplemental Provisions
These regulations shall be implemented from July 1, 1996.

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10.1   Fiduciary Duty
 
10.1.1   As a fiduciary, Invesco owes an undivided duty of loyalty to its clients. It is Invesco’s policy that all employees conduct themselves so as to avoid not only actual conflicts of interest with Invesco clients, but also that they refrain from conduct which could give rise to the appearance of a conflict of interest that may compromise the trust that clients have placed in Invesco.
 
10.1.2   The personal securities transactions of all employees must be conducted in accordance with the following general principles:
  (a)   There is duty at all times to place the interests of Invesco clients first and foremost;
 
  (b)   All personal securities transactions be conducted in a manner consistent with these rules and in such a manner as to avoid any actual, potential or appearance of a conflict of interest or any abuse of an employee’s position of trust and responsibility; and
 
  (c)   Employees should not take inappropriate advantage of their positions.
10.1.3   Invesco’s policy is to avoid conflicts and, where they unavoidably occur, to resolve them in a manner that clearly places our clients’ interests first.
 
10.1.4   A copy of the INVESCO LTD. Conflicts of Interest Policy and Insider Dealing Policy is attached as Appendix 10.1 and Appendix 10.8 respectively.
 
10.1.5   The policy on personal securities transactions is set out under the following headings:
  (i)   Definitions
  (ii)   Prohibited Personal Transactions
  (iii)   Transactions Exempt from Personal Share Dealing Rules
  (iv)   Transactions Exempt from Authorisation
  (v)   Permitted Transactions Requiring Authorisation and Reporting
  (vi)   Procedures for Authorisation and Placing Orders
  (vii)   Procedures for Reporting
  (viii)   Restrictions on Investing
  (ix)   Dealing in Invesco Ltd
  (x)   Dealing in Invesco Funds/non Invesco Funds
10.2   Definitions
 
10.2.1   “Business Associate” shall mean any person or organisation that provides services to Invesco, that may do business or is being solicited to do business with Invesco or that is associated with an organisation that does or seeks to do business with Invesco.
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10.2.2   “High Quality Short-Term Debt Instrument” means, but is not limited to, bankers’ acceptances, bank certificates of deposit, commercial paper and repurchase agreements; and means any instrument having a maturity at issuance of less than 366 days..
 
10.2.3   “Security” includes stock, notes, bonds, debentures and other evidences of indebtedness (including loan participation’s and assignments), limited partnership interests, investment contracts, and all derivative instruments, such as options and warrants.
 
10.2.4   “Related Accounts” means:
  (a)   accounts held by (or for the benefit of) an employee’s spouse, significant other, or any minor children;
 
  (b)   accounts for which the employee has or shares, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise;
  (i)   voting power (which includes power to vote, or to direct the voting of, a security), or
 
  (ii)   investment power (which includes the power to dispose, or to direct the disposition) of a security; or
  (c)   accounts held by any other person to whose support the employee materially contributes or in which, by reason of any agreement or arrangement, the employee has or shares benefits substantially equivalent to ownership, including, for example:
  (i)   arrangements (which may be informal) under which the employee has agreed to share the profits from an investment, and
 
  (ii)   accounts maintained or administered by the employee for a relative (such as children or parents) who do not share his/her home.
  (d)   accounts in which the employees hold beneficial interest
 
  (e)   Families include husbands and wives, significant other, sons and daughters and other immediate family only where those persons take part in discussion or passing on of investment information.
 
  (f)   All Invesco employees or members of his family only insofar as the Invesco employee controls or influences the investment decision are subject to the Invesco Code
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10.2.5   Non-Discretionary Account shall mean an account where an employee is deemed to have “no direct or indirect influence or control” over an account i.e.:
  (a)   investment discretion for such account has been delegated in writing to an independent fiduciary and such investment discretion is not shared with the employee, or decisions for the account are made by a family member or significant other and not by, or in connection with, the employee;
 
  (b)   the employee (and, where applicable, the family member or significant other) certifies in writing that he or she has not and will not discuss any potential investment decisions with such independent fiduciary or household member; and
 
  (c)   the Compliance Department has determined that the account satisfies the foregoing requirements.
10.2.6   “Pre-Clearance Officer” is the Head of Compliance or his deputy.
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10.3   Prohibited Personal Transactions
 
10.3.1   Privately Issued Securities
  (a)   Employees may not purchase or permit a Related Account to purchase or acquire any privately-issued securities, other than in exceptional cases where such investment is part of a family-owned and operated business venture that would not be expected to involve an investment opportunity of interest to any Invesco client.
10.3.2   Short Selling . An employee may not, sell short a security unless this is specifically related to personal taxation issues. Requests for exceptions should be made to the local Head of Compliance.
 
10.3.3   Futures . Employees may not write, sell or buy exchange-traded futures, synthetic futures, swaps and similar non-exchange traded instruments.
 
10.3.4   Deminimus transactions . An employee may request permission to buy or sell a security which would otherwise be the subject of the Blackout restrictions (10.10.1) if that security is so liquid that the transaction would not affect the price per share so that there is no disadvantage to any Invesco client transaction. Transaction unit size or cost should be considered by the local Head of Dealing and Chief Investment Officer.
 
10.3.5   The local Head of Compliance may in rare instances grant exceptions from these trading restrictions upon written request. Employees must demonstrate hardship or extraordinary circumstances. .
 
10.4   Transactions Exempt From Personal Dealing Rules
 
    The following types of share dealing transactions do not need to be approved or reported.
 
    Non Invesco Funds
  (a)   authorised non-Invesco managed investment schemes excluding REITs & ETFs.
    Direct Government Obligations
  (b)   Securities which are direct obligations of the country in which the employee is a resident (e.g., US treasuries for US residents/UK treasuries for UK residents);
    Short Term Debt
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  (c)   High quality short-term debt instruments;
    Retirement Fund
  (d)   member choice pension scheme;
    Invesco Regular Investment Plan
  (e)   authorized Invesco managed open-end investment schemes (including, mutual funds, open-ended investment companies or unit trusts but not closed-end funds) by regular saving plan. Regarding the rules for dealing Invesco Funds, please refer to Section 10.12.
10.5   Transactions Exempt From Authorisation & Short Term Trading Rules
 
10.5.1   The following types of personal share dealing transactions are exempt from approval & Short Term Trading Rules as stated in S. 10.10.4
  (a)   Investments in the debt obligations of Federal agencies or of state and municipal governments or agencies.
 
  (b)   Transactions which are non-intentional on the part of the employee (e.g., receipt of securities pursuant to a stock dividend or merger bonus issues).
 
  (c)   Purchases of the stock of a company pursuant to an automatic dividend reinvestment plan or an employee stock purchase plan sponsored by such company.
 
  (d)   Receipt or exercise of rights issued by a company on a pro rata basis to all holders of a class of security. Employees must, however, pre-clear transactions for the acquisition of such rights from a third party or the disposition of such rights.
 
  (e)   Exchange Traded Funds and/or similar products which are publicly traded.
10.6   Permitted Transactions Requiring Authorisation and Reporting
 
10.6.1   Transactions in any other Security not dealt with above for either an employee a Related Account are subject to the authorisation and reporting rules set out below.
 
10.6.2   IPOs . Where there are different amounts of an IPO specified for different investor types (e.g. private and institutional) investment is permitted with the
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    consent of the local Head of Compliance after consultation with the local Chief Investment Officer or his designee.
10.6.3   Clubs . Employees may also invest in residential co-operatives and private recreational clubs (such as sports clubs, country clubs, luncheon clubs and the like) for their personal use; such investments are not subject to the pre-clearance procedures, trading restrictions and reporting requirements unless the employee’s investing is part of a business conducted by the employee.
 
10.7   Procedures for Authorisations
 
10.7.1   Prior to entering an order for a securities transaction either for the employee or in a Related Account, the employee must complete a Pre-Clearance of Personal Trade Authorisation Form (attached as Appendix 10.2) have it signed by the Head of Investment-Asia Pacific or local Chief Investment Officer or his deputy in his absence and submit the completed form to the local Head of Compliance or his deputy in his absence (see Appendix 10.2).
10.7.2 (a)   The employee must ensure that he answers all the questions on the Pre-Clearance of Personal Trade Authorisation Form honestly;
 
  (b)   In particular, he must check with the relevant dealing desk as to whether there are any client trades ongoing or outstanding in the same stock;
 
  (c)   If there are no such client orders he should note the time he checked this with the dealing desk and who reported back to him in writing on the form;
 
  (d)   If there are client orders in place or if the transaction would fall in one of the blackout periods specified in Section 10.10.1, he should not submit the form until the blackout period has ended as the authorisation may expire in accordance with Section 10.7.9.
10.7.3   After receiving the completed Pre-Clearance of Personal Trade Authorisation Form, the local Head of Compliance or his deputy in his absence will review the information in the form and, as soon as practicable, will decide whether to clear the proposed Personal Transaction, subject to local requirements.
 
10.7.4   No order for a Personal Transaction for which pre-clearance authorisation is sought may be placed prior to the receipt of approval of the transaction by the Head of Compliance or his deputy in his absence.
 
10.7.5   The authorisation and date and time of the authorisation must be stated on the Pre-Clearance of Personal Trade Authorisation Form.
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10.7.6   The original of the completed form will be kept as part of Invesco’s books and records.
10.7.7 (a)   If an employee receives permission to trade a security or instrument, the trade must be executed by the close of business on the next business day after the day on which authorisation is given.
 
  (b)   The Head of Compliance has the discretion to extend this period.
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10.8   Placing Personal Share Dealing Orders
 
10.8.1   Once a Pre-Clearance of Personal Trade Authorisation Form has been duly signed the original form will be maintained by the local Head of Compliance.
 
10.8.2   The employee may then place his order to deal with an outside broker.
 
10.8.3   The employee must ensure that a copy of or duplicate contract note is provided to the Head of Compliance either directly from the broker or by the employee if the broker fail to provide such.
 
10.9   Procedures for Reporting
 
10.9.1   Initial certification and Schedules . Within 10 days of commencing employment at Invesco, each employee shall submit to the Compliance Department:
  (a)   a signed Initial Certification of Compliance with the Invesco Code (attached as Appendix 10.3); and
 
  (b)   a signed Initial Declaration of Personal Holding (attached as Appendix 10.4) listing
  (i)   all Related Accounts;
 
  (ii)   all public and private securities and instruments directly or indirectly held by any Related Account of such employee (other than exempt investments as set out in Section 10.4), with nonpublic securities plainly indicated; and
 
  (iii)   directorships (or similar positions) of for-profit, non-profit and other enterprises.
      The Compliance Department will give these documents to each employee during the compliance briefing when commencing employment.
10.9.2 (a)   Disclosure of Outside Brokerage Account . All employees must receive approval from the Head of Compliance prior to setting up personal share dealing accounts with brokers.
 
  (b)   New employees must disclose existing broker accounts on joining Invesco in Appendix 10.4.
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  (c)   Disciplinary action may be taken against employees who deal through a non-disclosed broker account.
10.9.3   Confirmation . Each employee must provide to the Compliance Department:
  (a)   Duplicate copies of contract notes or confirmations of all transactions for his own and each Related Account;
10.9.4   Annual Certification . Each employee shall provide to the Compliance Department, not later than 10 days after the end of each calendar year, a signed Annual Certification of Compliance with the Invesco Code of Ethics (Note: any material changes to the Compliance Manual will be summarized under the Annual Certification)(attached as Appendix 10.5) containing:
  (i)   all Related Accounts;
 
  (ii)   directorships/advisory board memberships or similar positions of profit-making, non-profit and other enterprises.
 
  (iii)   if the employee is responsible for making investment decisions or obtaining the information/making any recommendations prior to buying or selling investments on behalf of the clients, the employee should disclose all public and private securities and instruments directly or indirectly held by him or any Related Account of such employee (other than exempt investment as set out in Section 10.4);
10.10   Restrictions on Personal Investing
 
10.10.1   Blackout Periods . An employee may not buy or sell for himself or permit any Related Account to buy or sell, a security or any instrument:
  (a)   on the same day as any client is trading in the stock;
 
  (b)   where he knows that the sale or purchase of the securities are being considered for a client account;
 
  (c)   if the employee is a portfolio manager, within 7 calendar days before or after the day on which any client account trades in the same security or instrument or in a security convertible into or exchangeable for such security or instrument (including options) on transactions
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10.10.2 (a)   In the event there is a trade in a personal and a client account in the same security or instrument within a blackout period, the employee may be required to close out his personal position and to disgorge any profit to a charitable organisation;
10.10.3   Trades effected by Invesco for the account of an index fund it manages in the ordinary course of such fund’s investment activity will not trigger the blackout period restrictions except where client activity occurs on the same day as the personal transaction pre-clearance request. However, the addition or removal of a security from an index, thereby triggering an index fund trade, would cause employee trades in such security to be blacked-out for the seven prior and subsequent calendar days, as described above.
10.10.4   Short Term Trading Profits .
  (a)   It is Invesco’s policy to restrict the ability of employees to benefit from short-term trading in securities and instruments.
 
  (b)   Employees must disgorge profits made on the sale by an employee of any security or instrument held less than 60 days.
 
  (c)   Employees will not be permitted to purchase any security or instrument that has been sold by such employee within the prior 60 days.
 
  (d)   Employees may be required to disgorge profits made on the sale for his own account or in a Related Account within the 60 days period.
 
  (d)   This policy applies to trading in all types of securities and instruments, except where in a particular case the Head of Compliance has made a specific finding of hardship and it can be demonstrated that no potential abuse or conflict is present (for example, when an employee’s request to sell a security purchased within 60 days prior to the request is prompted by a major corporate or market event, such as a tender offer, and the security was not held in client accounts).
10.11   Dealing in Invesco Ltd
 
10.11.1   The Group’s Insider Trading Policy states that no employees who is aware of the material nonpublic information regarding Invesco may buy or sell securities of Invesco or engage in any other action to take personal advantage of that information. The Policy also governs certain transactions under Company-sponsored plans, including:
    Stock Option Exercises . The Policy’s trading restrictions generally do not apply to the exercise of a stock option. The restrictions do apply, however, to any sale of the underlying stock or to a cashless exercise
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      of the option through a broker, as this entails selling a portion of the underlying stock to cover the costs of exercise and/or taxes.
    Invesco Stock Plans . this Policy’s trading restrictions apply to any elections you may make to transfer funds out of Company shares or borrow money against your Invesco stock plan if the loan will result in a liquidation of some or all of your Company stock fund balance.
 
    Dividend Reinvestment Plan . This Policy’s trading restrictions do not apply to purchases of Company shares resulting from your reinvestment of dividends paid on Company securities under any Company dividend reinvestment plan. The trading restrictions do apply, however, to voluntary purchases of Company shares resulting from additional contributions you choose to make to any such plan, and to your election to participate in the plan or increase your level of participation in the plan. This Policy also applies to your sale of any Company shares purchased pursuant to the reinvestment plan.
10.11.2   Procedures. If you wish to purchase and/or sell Invesco Ltd’s shares, you must follow the dealing procedure outlined in this Section and the Invesco Ltd’s Insider Trading Policy (Appendix 10.8). You must obtained the approval from the local Chief Investment Officer (or his deputy in his absence) and local Head of Compliance (or his deputy in his absence) by completing the Pre-Clearance Personal Trade Authorisation Form (Appendix 10.2). Regarding the board of directors and executive officers (CEO, SMDs reporting directly to the CEO, and Chief Accounting Officer) as they may expose to more non-public and material information, they must obtain pre-clearance of the transaction from the Office of the General Counsel before engaging in any transaction involving Invesco securities. For details, please refer to the Addendum of the Insider Trading Policy of the Invesco Group.
 
10.11.3   Blackout periods. No Blackout period will be applied to Invesco staffs, except for the board of directors and executive officers, of which the Blackout period will commence on the 15th day of the third month of each fiscal quarter rather than at the end of the quarter (and will still end two business days after Invesco announces its quarterly results). For details, please refer to the Addendum of the Insider Trading Policy of the Invesco Group.
 
10.11.4   Please note that the Insider Dealing Policy continues to apply to your transactions in Company securities even after you have terminated employment for so long as you are in possession of material nonpublic information.
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10.11.5   Prohibited Transactions in relations to Invesco’s securities. According to the Insider Trading Policy, all staff’s trading in Invesco’s securities is subject to the following additional restrictions:
    Short Sales. You may not engage in short sales of the Invesco’s securities (sales of securities that are not then owned), including a “sale against the box” (a sale with delayed delivery).
 
    Publicly Traded Options. You may not engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco’s securities, whether on an exchange or in any other organized market.
 
    Standing Orders. Standing orders (other than pursuant to a pre-approved trading plan that complies with SEC Rule 10b5-1) should be used only for a very brief period of time (not longer than one business day). A standing order placed with a broker to sell or purchase stock at a specified price leaves you with no control over the timing of the transaction. A standing order transaction executed by the broker when you are aware of material nonpublic information may result in unlawful insider trading.
 
    Margin Accounts and Pledges. Securities held in a margin account or pledged as collateral for a loan may be sold without your consent by the broker if you fail to meet a margin call or by the lender in foreclosure if you default on the loan. Because a margin or foreclosure sale may occur at a time when you are aware of material nonpublic information or otherwise are not permitted to trade in Invesco securities, you are prohibited from holding Invesco securities in a margin account or pledging Invesco securities as collateral for a loan. An exception to this prohibition may be granted where you wish to pledge Invesco securities as collateral for a loan (not including margin debt) and clearly demonstrate the financial capacity to repay the loan without resort to the pledged securities. If you wish to pledge Invesco securities as collateral for a loan, you must submit a request for approval to the Legal and Compliance Department at least two weeks prior to the proposed execution of documents evidencing the proposed pledge.
 
    Hedging Transactions. Hedging or monetization transactions, such as zero-cost collars and forward sale contracts, involve the establishment of a short position in the Invesco’s securities and limit or eliminate your ability to profit from an increase in the value of the Invesco’s securities. Therefore, you are prohibited from engaging in any hedging or monetization transactions involving Invesco securities.
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10.12   Dealing in Invesco Funds
 
10.12.1   Employees are not required to seek permission to deal in units/shares of Hong Kong authorized open-ended funds managed by Invesco.
 
10.12.2   Employees are not required to report deals in Invesco managed Hong Kong authorized open-ended funds. The Head of Compliance will monitor such dealing on a post-deal basis by reviewing dealing records obtained from the unitholder/shareholder registry.
10.12.3  (a)   Staff will be exempt from paying front end load, so long as the units/shares are held for a minimum period of 60 days;
 
  (b)   Employees are not prevented from redeeming within the 60 day period; however at the discretion of the local Head of Compliance, front end load(FEL) may be charged on the subscription and redemption orders if there is a redemption within this period;
 
  (c)   Full subcription payment must be made on application; no credit will be given in any circumstances; and
 
  (d)   Staff should follow the relevant procedures for dealing in Invesco Funds (including the placement of deals between the hours of 9:00am to 5:00pm (Hong Kong time)).
10.12.4   After the 60 day holding period, shares/units purchased may be transferred but only to family members previously nominated on the Relationship Declaration Formon commencement of employment, after marriage or on other notified changes of family relationships. Transfers to people not nominated on the Relationship Declaration Form will not be allowed.
 
10.12.6   Staff will be allocated “C” shares in Invesco Funds wherever “C” shares are offered. However, transfers will be switched into “A” shares, if the value of the switch is below the normal “C” share threshold (normally USD1,000,000 or as stated in the prospectus).
 
10.12.7   Subscribing for shares on behalf of other people to take advantage of staff FEL concessions is strictly against company policy and offender may be subject to disciplinary action.
 
10.13   Dealing in Non Invesco Funds
 
10.13.1   Employees are not required to seek permission to deal in units/shares of open-ended funds managed by other fund managers.
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10.13.2   Employees are not required to report deals in non- Invesco managed open-ended funds.
 
10.14   Hong Kong Employee Referrals
 
10.14.1   Invesco employees may invite friends or family to subscribe for units in Invesco Funds. Investors referred in this manner may, at the discretion of the Head of Investor Services, Pooled Products or his/her deputy, be offered a discount on the FEL.
 
10.14.2   For any subscriptions into Invesco Funds referred by an employee, the employee should put his/her name in the Agent’s Stamp Box on the application form and sign the form.
 
10.14.3   The completed application form should be given to the Head of Investor Services, Pooled Products or his/her deputy who will decide how much discount on the FEL fee should be given to the referred investor and countersigned by the local Head of Compliance or his/her deputy.
 
10.14.4   The Head of Investor Services, Pooled Products or his/her deputy should write the FEL to be charged on the application form and sign to indicate his approval.
 
10.14.5   The approved application form should be given to the Retail Administration Department to complete the subscription.
 
10.15   Gifts and Entertainment
 
10.15.1   It is required that all Invesco personnel adhere to the highest standards of ethical conduct, including sensitivity to actual or apparent conflicts of interest. The provision or receipt of gifts or entertainment can create, or can have the appearance of creating, conflicts of interest. In addition, Invesco’s clients and their personnel may be subject to similar restrictions regarding the receipt of gifts or entertainment.
 
10.15.2   This Policy establishes minimum standards to protect our Company. If the laws or regulations establish higher standards, we must adhere to those standards.
 
10.15.3   For purposes of this Policy, a “Gift” is anything of value given (1) by the Company or its personnel to a Business Associate (as defined in 10.2.1), or to a member of such a person’s immediate family, or (2) by a Business Associate to any Invesco personnel, or to a member of such a person’s immediate family. Gifts may include, but are not limited to, personal items, office accessories and sporting equipment (e.g., golf clubs, tennis rackets, etc.). For purposes of this Policy, Gifts also include charitable contributions made to or at the request of a Business Associate. For purposes of this
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    Policy, Gifts do not include promotional items of nominal value (e.g., golf balls, pens, etc.) that display the logo of Invesco, or of the Business Associate.
10.15.4   “Entertainment” involves attendance at activities, including but not limited to meals, sporting events, the theatre, parties or receptions, and similar functions. Entertainment requires the presence of both Invesco personnel and the Business Associate; unless personnel from both entities attend, the activity constitutes a Gift. The value of Entertainment includes the cost of the activity itself (for example, the cost of tickets or a meal), as well as the cost of any related activities or services provided (such as prizes, transportation, and lodging in connection with the event). Entertainment does not include research or analysts meetings provided by issuers and attended by investment personnel or industry educational events sponsored by industry groups, so long as such events are for educational or research purposes. All Invesco personnel also should keep in mind that regulators may attempt to treat entertainment as “gifts” for compliance purposes, particularly where the entertainment appears excessive in value or frequency.
 
10.15.5   The providing or receiving of any Gift or Entertainment that is conditioned upon the Company doing business or not doing business with the Business Associate or any other person are strictly prohibited .
 
10.15.6   Gifts . An employee may not retain a gift received from a Business Associate without the approval of the Head of Department and the local Head of Compliance (see Approval Form in Appendix 10.6). Reporting and approval are required for gifts received during festive seasons, including Christmas dinner sponsor, mooncakes, hampers, and flower and fruit baskets
 
10.15.7   Under no circumstances, the value of gift given or received should exceed USD 200 or HKD 1,600 per individual annually . If the value of the gift received is not able to be determined, professional judgment should be used to determine the value of the gift. Should the value exceed USD 200 or HKD 1,600, it should be returned to the donor, passed to the Human Resources or donates to the charity. Approval from Head of Department is required for providing and receiving gift, however prior approval from local Head of Compliance is not necessary. Post approval from local Head of Compliance is required. If the gift is not giving to any particular person, the gift shall be passed to Human Resources Department and distributed to the staff on a raffle basis. The gift limit is applied to each individual office.
 
10.15.8   Employees may not give, and must tactfully refuse, any gift of cash, a gift certificate or a gift that is substantially the same as cash. Notwithstanding this requirement, employees may give or receive Lai-See (red envelopes) at Lunar New Year of an amount not more than HK$200 each. In case the
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    amount is more than HK$200, the case must be reported to the Head of Department and the local Head of Compliance. Due to Chinese custom, it may be difficult to return the Lai-See. Therefore, the full amount should be donated to a charitable organization in Hong Kong, and the Business Associate be informed of the donation.
 
10.15.9   Gifts should not be given to an employee of any securities firm which is making a public offering of a fund advised by Invesco nor given in connection with the acquisition of a new client by Invesco.
 
10.15.10   Each employee is required to report annually to his/her Department Head all gifts received and made each year. The Department Head is required to report annually to the Compliance Department all gifts received and made by the Department for the whole year. The relevant forms are attached as Appendix 10.7.
 
10.15.11   Entertainment . Each employee is expected to use professional judgment, subject to review by his or her supervisor, in entertaining and in being entertained by a Business Associate.
 
10.15.12   Provided that the employee and Business Associate both attend, an employee may accept from a single business partner, or provide to a single person or a Business Partner for Entertainment of value up to USD 1,200 or HKD 9,300 in a calendar year . Under no circumstances, the value of the entertainment should exceed USD 400 or HKD 3,100 per individual per event . Approval from Head of Department is required for providing and receiving entertainment, however prior approval from local Head of Compliance is not necessary. Post approval from local Head of Compliance is required. If the event of the entertainment such as movie tickets is not giving to any particular employee, the event of the entertainment shall be passed to the Human Resources Department and distributed to the staff on a raffle basis. The entertainment limit is applied to each individual office.
 
10.16   Outside Activities
 
10.16.1   In order to reduce potential conflicts of interest arising from the participation of employees on the boards of directors of public, private, non-profit and other enterprises, all employees are subject to the following restrictions and guidelines.
 
10.16.2   An employee may not serve as a director of a public company without the approval of the Head of Asia Pacific after consultation with the local Head of Compliance.
 
10.16.3   An employee may serve on the board of directors or participate as an adviser or otherwise, or advisers of a private company only if:
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  (a)   client assets have been invested in such company; and
 
  (b)   service on a such board has been approved in writing by the Head of Asia Pacific. The employee must resign from such board of directors as soon as the company contemplates going public, except where the Head of Asia Pacifichas determined that an employee may remain on a board. (In any event, an employee shall not accept any compensation for serving as a director (or in a similar capacity) of such company; except with the prior written approval of the Head of Asia Pacific.
 
  (c)   service on such a board is directly as a result of the employee position or status at Invesco. In this case any fees received for being a director must be reimbursed to Invesco.
10.16.5   If an employee serving on the board of directors or advisers of any entity comes into possession of material, nonpublic information through such service, he or she must immediately notify his or her local Head of Compliance. The local Head of Compliance will then consider the totality of facts and decide if there is conflict of interest. If such conflict of interest do exist, employee must resign from the board of directors or advisers immediately .
 
10.17   Economic Opportunities
 
10.17.1   An Invesco employee shall not take personal advantage of any economic opportunity properly belonging to a Invesco client or to Invesco itself. Such opportunities could arise, for example, from confidential information belonging to a client or the offer of a directorship. Employees must not disclose information relating to a client’s intentions, activities or portfolios except:
  (a)   to fellow employees, or other agents of the client, who need to know it to discharge their duties; or
10.17.2   Employees may not cause or attempt to cause any client to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the employee or Invesco.
 
10.17.3   If an employee or immediate family member stands to materially benefit from an investment decision for a Client that the employee is recommending or participating in, the employee must disclose that interest to persons with authority to make investment decisions or to the Head of Compliance. Based on the information given, a decision will be made on whether or not to restrict the employee’s participation in causing a client to purchase or sell a Security in which the employee has an interest.
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10.17.4   Employees must disclose to those persons with authority to make investment decisions for a client (or to the Head of Compliance if the employee in question is a person with authority to make investment decisions for the client), any beneficial interest that the employee (or immediate family member) has in that Security, or in the issuer thereof, where the decision could create a material benefit to the employee (or immediate family member) or the appearance of impropriety. The person to whom the employee reports the interest, in consultation with the Head of Compliance, must determine whether or not the employee will be restricted in making investment decisions.
 
10.18   Sanctions
 
10.18.1   These rules will be interpreted by the local Head of Compliance, as applicable. Questions of interpretation should be directed in the first instance to the local Head of Compliance or his/her designee or, if necessary, with the Head of Compliance of another Invesco entity.
 
10.18.2   If advised of a material violation of these rules by an employee, the Head of Compliance will report to the Head of Asia Pacific and discuss the appropriate action with him.
 
10.19   Annual Review
 
    Compliance Depart performs a review at least once a year.
 
10.20   Company Assistance
 
    Any person who has a question about the above Policies or its application to any proposed transaction may obtain additional guidance from the Local Compliance Department. Do not try to resolve uncertainties on your own because the rule are often complex, not always intuitive and carry severe consequences.
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Invesco Ltd. Code of Conduct
A. Introduction
Our company’s Mission “Helping People Worldwide Build Their Financial Security” is a logical starting point for our Code of Conduct. To help guide us in achieving our Mission, Invesco has developed the following set of Principles:
    We are passionate about our clients’ success
 
    We earn trust by acting with integrity
 
    People are the foundation of our success
 
    Working together, we achieve more
 
    We believe in the continuous pursuit of performance excellence
This Code of Conduct (“Code of Conduct” or “Code”) has been created to assist us in accomplishing our Mission. It contains a number of policies and standards which, when taken together, are designed to help define the essence of the conduct of an Invesco representative. These policies and standards are also intended to provide guidance to Invesco personnel in fulfilling their obligations to comply with applicable laws, rules and regulations (“applicable laws”). This Code of Conduct applies to all officers and other employees of Invesco and its subsidiaries (collectively, “Covered Persons”).
Our Principles also help define the Invesco culture. In practice, this means that our clients’ interests must always come first, that Covered Persons should treat each other with respect and consideration, and that Invesco should participate as a responsible corporate citizen in every community in which it operates. This commitment is a vital part of our achieving our principal responsibility as a publicly-held company: producing a fair return on our shareholders’ capital.
This Code of Conduct contains broad and general principles that supplement the specific policies, procedures and training within each business unit of Invesco.

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B. Statement of General Principles
Invesco operates in a highly-regulated and complex environment. There are numerous layers of overlapping, and occasionally conflicting, laws, customs and local practices. This Code of Conduct was designed to provide all of us who are part of Invesco with a clear statement of our firm’s ethical and cultural standards.
Generally, we serve our clients as fiduciaries. Fiduciary businesses are generally held to a higher standard of conduct than other businesses, and as such there are special obligations that apply. The following key duties and principles govern our conduct as fiduciaries:
    Best interests of clients — As fiduciaries, we have a duty to act with reasonable care, skill and caution in the best interests of our clients, and to avoid conflicts of interest.
 
    Global fiduciary standards — Invesco seeks to maintain the same high fiduciary standards throughout the world, even though those standards may not be legally required, or even recognized, in some countries.
 
    Client confidentiality — We must maintain the confidentiality of information relating to the client, and comply with the data protection requirements imposed by many jurisdictions.
 
    Information — Clients must be provided with timely and accurate information regarding their accounts.
 
    Segregation and protection of assets — Processes must be established for the proper maintenance, control and protection of client assets. Fiduciary assets must be segregated from Invesco assets and property.
 
    Delegation of duties — Fiduciary duties should be delegated only when the client consents and where permitted by applicable law. Reasonable care, skill and caution must be exercised in the selection of agents and review of their performance.
 
    Client guidelines — Invesco is responsible for making investment decisions on behalf of clients that are consistent with the prospectus, contract, or other controlling document relating to the client’s account.
 
    Relations with regulators — We seek relationships with regulators that are open and responsive in nature.

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C. General Conduct
1. Fair and Honest Dealing
Covered Persons shall deal fairly and honestly with Invesco’s shareholders, customers, suppliers, competitors and employees. Covered Persons shall behave in an ethical manner and shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
2. Anti-Discrimination and Harassment
Invesco is committed to providing a work environment that is free of discrimination and harassment. Such conduct, whether overt or subtle, is demeaning, may be illegal, and undermines the integrity of the employment relationship.
Sexual harassment can include unwelcome sexual advances, requests for sexual favors, pressure to engage in a sexual relationship as a condition of employment or promotion, or conduct which creates a hostile or offensive work environment.
Discrimination can take many forms including actions, words, jokes, or comments based upon an individual’s race, citizenship, ethnicity, color, religion, sex, veteran status, national origin, age, disability, sexual orientation, marital status or other legally protected characteristic. Any Covered Person who engages in harassment or discrimination will be subject to disciplinary action, up to and including termination of employment.
3. Electronic Communications
The use of electronic mail, the Internet and other technology assets is an important part of our work at Invesco. Used improperly, this technology presents legal and business risks for the company and for individual employees. There are also important privacy issues associated with the use of technology, and related regulations are evolving.
In accordance with Invesco’s IT Systems: Acceptable Use policies, all Covered Persons are required to use information technology for proper business purposes and in a manner that does not compromise the confidentiality of sensitive or proprietary information. All communications with the public, clients, prospects and fellow employees must be conducted with dignity, integrity, and competence and in an ethical and professional manner.
We must not use information technology to: transmit or store materials which are obscene, pornographic, or otherwise offensive; engage in criminal activity; obtain unauthorized access to data or files; commit copyright violations; install personal software without permission; or make Internet statements, without permission, that suggest that the user is speaking on behalf of Invesco or its affiliates.

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4. Substance Abuse
Invesco is committed to providing a safe and healthy work place for all employees. The use, possession, sale, transfer, purchase, or being “under the influence” of drugs at any time while on company premises or on company business is prohibited. The term “drug” includes alcoholic beverages (other than in connection with entertainment events, or in other appropriate settings), prescriptions not authorized by your doctor, inhalants, marijuana, cocaine, heroin and other illegal substances.
5. Political Activities and Lobbying
Covered Persons, as private citizens, are encouraged to exercise their rights and duties in any political or civic process. For example, voting in elections for which they are eligible, or making contributions supporting candidates or parties of their choice.
Invesco does not make political contributions with corporate funds. No Covered Person may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company.
In the United States, Invesco does support a Political Action Committee.
D. Conflicts of Interest
Invesco and its Covered Persons must adhere to the highest standards of honest and ethical conduct. A conflict of interest exists when a Covered Person acts in a manner that is not in the best interests of Invesco, our clients, or our shareholders. Often, this is because the Covered Person or someone with whom they have a close personal relationship (e.g. a relative or friend) will benefit personally.
All Covered Persons must act in a manner that is in the best interests of Invesco, our clients, and our shareholders and must avoid any situation that gives rise to an actual or apparent conflict of interest. At no time may a Covered Person use Invesco property, information, or their position to profit personally or to assist others in profiting at the expense of the company, to compete with Invesco, or to take advantage of opportunities that are discovered in the course of serving Invesco.
All Covered Persons shall promptly communicate to the applicable member of the Legal and Compliance Department any material transaction, relationship, or situation that reasonably could be expected to give rise to a conflict of interest so that the company and the Covered Person may take steps to minimize the conflict.
While not all-inclusive, the following sections describe in more detail key areas where real or perceived conflicts of interest can arise.
1. Outside Activities and Compensation
No Covered Person shall perform work or render services for any competitor of Invesco or for any organization with which Invesco does business, or which seeks to do

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business with Invesco, outside of the normal course of his or her employment with Invesco, without the prior written approval of the company. Nor shall any such person be a director, officer, or consultant of such an organization, or permit his or her name to be used in any fashion that would tend to indicate a business connection with such organization, without such approval. Outside organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. With the above approval, Covered Persons may receive compensation for such activities.
Service with organizations outside of Invesco can, however, raise serious regulatory issues, including conflicts of interest and access to material non-public information.
As an outside board member or officer, a Covered Person may come into possession of material non-public information about the outside company or other public companies. It is critical that a proper information barrier be in place between Invesco and the outside organization, and that the Covered Person does not communicate such information to other Covered Persons in violation of the information barrier.
Similarly, Invesco may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Covered Person must not be involved in any way in the business relationship between Invesco and the outside organization.
Invesco retains the right to prohibit membership by Covered Persons on any board of directors/trustees or as an officer of an outside organization where such membership might conflict with the best interests of the company. Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if these issues can be satisfactorily resolved.
2. Personal Trading
Purchasing and selling securities in a Covered Person’s own account, or accounts over which the Covered Person has access or control, particularly in securities owned by client accounts, can give rise to potential conflicts of interest. As fiduciaries, we are held to the highest standards of conduct. Improperly gaining advance knowledge of portfolio transactions, or conducting securities transactions based upon information obtained at Invesco, can be a violation of those standards.
Every Covered Person must also comply with the specific personal trading rules in effect for the Covered Person’s business unit.
3. Information Barriers and Material Non-Public Information
In the conduct of our business, Covered Persons may come into possession of material non-public information. This information could concern an issuer, a client, a portfolio, the market for a particular security, or Invesco itself. The Board of Directors of the company has adopted an Insider Trading Policy (“Insider Trading Policy”) which applies to all Covered Persons. The Insider Trading Policy prohibits all Covered Persons from

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using such information in ways that violate the law, including for personal gain. Non-public information must be kept confidential, which may include keeping it confidential from other Covered Persons. The purchase or sale of Invesco’s securities or the securities of other publicly-traded companies while aware of material nonpublic information about such company, or the disclosure of material nonpublic information to others who then trade in such company’s securities, is prohibited by this Code of Conduct and by United States and other jurisdictions’ securities laws.
With regard to Invesco securities, the Insider Trading Policy, among other provisions, prohibits directors, officers, and other Covered Persons who are deemed to have access to material, non-public information relating to the company from trading during specified Blackout Periods (as defined therein). All Covered Persons should review the Invesco Insider Trading Policy carefully and follow the policies and procedures described therein. The failure of a Covered Person to comply with the company’s Insider Trading Policy may subject him or her to company-imposed sanctions, up to and including termination for cause, whether or not the failure to comply results in a violation of law. Please contact an appropriate member of the Legal and Compliance Department on any questions regarding this subject and the company’s Insider Trading Policy.
4. Gifts and Relationships with Customers and Suppliers
Invesco seeks to do business with clients and suppliers on a fair and equitable basis. We may not accept or provide gifts of other than nominal value, or lavish entertainment, or other valuable benefits or special favors to or from customers or suppliers. We must observe any limits imposed by our business unit’s policies, local laws, or regulations with respect to the acceptance or provision of gifts and entertainment.
E. Compliance with Applicable Laws
Invesco strives to ensure that all activity by or on behalf of Invesco is in compliance with applicable laws. As Invesco operates in major countries and securities markets throughout the world, we have a duty to comply with applicable laws of the jurisdictions in which we operate. While not exhaustive, this section describes several areas where such legislation may exist.
1. Anti-Bribery and Dealings with Governmental Officials
Special care must be taken when dealing with government customers. Activities that might be appropriate when working with private sector customers may be improper and even illegal when dealing with government employees, or when providing goods and services to another customer who, in turn, will deliver the company’s product to a government end user. Many of the countries in which Invesco conducts its business prohibit the improper influencing of governmental officials or other persons by the

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payment of bribes, gifts, political contributions, lavish hospitality or by other means. Our policy requires adherence to those restrictions.
Do not directly or indirectly promise, offer or make payment in money or anything of value to anyone, including a government official, agent or employee of a government, political party, labor organization or business entity or a candidate of a political party, or their families, with the intent to induce favorable business treatment or to improperly affect business or government decisions. This policy prohibits actions intended either to influence a specific decision or merely to enhance future relationships. In general, all travel and entertainment that Covered Persons provide to governmental officials must be pre-approved within the appropriate business unit. If approved, a written confirmation that such expenses do not violate local law must be obtained from an appropriate third party (e.g., the business unit’s legal counsel or the government official’s supervisor).
Covered Persons shall comply with applicable laws governing political campaign finance and lobbying activities and shall not engage in any conduct that is intended to avoid the application of such laws to activities undertaken on Invesco’s behalf. In addition, appropriate executive officers shall monitor compliance with lobbyist registration and disclosure requirements by all individuals who act on behalf of Invesco.
These prohibitions extend to any consultants or agents we may retain on behalf of Invesco.
2. Anti-Money Laundering
In the global marketplace, the attempted use of financial institutions and instruments to launder money is a significant problem that has resulted in the passage of strict laws in many countries. Money laundering is the attempt to disguise money derived from or intended to finance illegal activity including drug trafficking, terrorism, organized crime, fraud, and many other crimes. Money launderers go to great lengths to hide the sources of their funds. Among the most common stratagems are placing cash in legitimate financial institutions, layering between numerous financial institutions, and integrating the laundered proceeds back into the economy as apparently legitimate funds.
All Covered Persons must be vigilant in the fight against money laundering, and must not allow Invesco to be used for money laundering. Each business unit has developed an anti-money laundering program that is consistent with Invesco’s policy. Each Covered Person must comply with the applicable program.
3. Antitrust
The laws of many countries are designed to protect consumers from illegal competitive actions such as price fixing and dividing markets. It is Invesco’s policy and practice to compete based on the merits of our products and services. In order to further that policy, Covered Persons must not fix or control prices with competitors, divide up territories or markets, limit the production or sale of products, boycott certain suppliers

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or customers, unfairly control or restrict trade in any way, restrict a competitor’s marketing practices, or disparage a competitor. Covered Persons must never discuss products, pricing or markets with competitors with the intent to fix prices or divide markets.
4. International Issues
If you conduct business for Invesco outside of the U.S., in addition to being familiar with the local laws of the other countries involved, be sure you are familiar with the following U.S. laws and regulations. Violations of these laws can result in substantial fines, imprisonment and severe restrictions on the company’s ability to do business.
Foreign Corrupt Practices Act
The United States Foreign Corrupt Practices Act (FCPA) and similar laws in many other countries have a variety of provisions that regulate business in other countries and with foreign citizens. In essence, these laws make it a crime to promise or give anything of value to a foreign official or political party in order to obtain or keep business or obtain any improper advantage. It is also illegal to make payments to agents, sales representatives or other third parties if you have reason to believe your gift will be used illegally. Seek advice from the appropriate member of the Legal and Compliance Department for interpretation of the FCPA or similar laws if you are involved in any business dealings that involve foreign countries.
Anti-Boycott Laws
From time to time, various countries may impose restrictions upon the ability of businesses in their jurisdiction to engage in commerce with designated individuals, countries or companies. These laws are commonly referred to as boycotts or trade embargoes. It may be against the law to cooperate in any boycotts between foreign countries not sanctioned by the laws of the place where your office is located. All requests for boycott support or boycott-related information must be reported to your supervisor and the member of the Legal and Compliance Department with responsibility for your office.
Similarly, many countries contribute the names of criminal or terrorist organizations or individuals to a common database and require financial institutions to screen customer lists against the database as part of their “Know Your Customer” obligations. We must be aware of, and where appropriate, adhere to any such restrictions.
Embargo Sanctions
The United States Treasury Department’s Office of Foreign Assets Control prohibits U.S. companies and their foreign subsidiaries from doing business with certain countries and agencies and certain individuals. The laws of other countries may have similar types of prohibitions. The regulations vary depending on the country and the

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type of transaction and often change as countries’ foreign policies change. If you are aware of any sensitive political issues with a country in which Invesco is doing or considering doing business, seek advice from the appropriate member of the Legal and Compliance Department.
F. Information Management
1. Confidential Information
Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. All information (in any form, including electronic information) that is created or used in support of company business activities is the property of Invesco. This company information is a valuable asset and Covered Persons are expected to protect it from unauthorized disclosure. This includes Invesco customer, supplier, business partner, and employee data. United States (federal and state) and other jurisdictions’ laws may restrict the use of such information and impose penalties for impermissible use or disclosure.
Covered Persons must maintain the confidentiality of information entrusted to them by the company or its customers, vendors or consultants except when disclosure is properly authorized by the company or legally mandated. Covered Persons shall take all reasonable efforts to safeguard such confidential information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties.
Information pertaining to Invesco’s competitive position or business strategies, and information relating to negotiations with Covered Persons or third parties, should be protected and shared only with Covered Persons having a need to know such information in order to perform their job responsibilities.
2. Data Privacy
Data privacy, as it relates both to our clients and our employees, has become a major political and legal issue in many jurisdictions in which we do business. A variety of laws in each of those jurisdictions governs the collection, storage, dissemination, transfer, use, access to and confidentiality of personal information and patient health information. These laws can work to limit transfers of such data across borders and even among affiliated entities within Invesco. Invesco and its Covered Persons will comply with all provisions of these laws that relate to its business, including the privacy, security and electronic transmission of financial, health and other personal information. The company expects its Covered Persons to keep all such data confidential and to protect, use and disclose information in the conduct of our business only in compliance with these laws. The company will consider and may release personal information to third parties to comply with law or to protect the rights, property or safety of Invesco and its customers. In accordance with Invesco policies, each business unit has developed

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required disclosures and data security procedures applicable to that business unit. All Covered Persons must comply with the applicable procedures.
With respect to Invesco Covered Persons, all salary, benefit, medical and other personal information relating to Covered Persons shall generally be treated as confidential. Personnel files, payroll information, disciplinary matters, and similar information are to be maintained in a manner designed to protect confidentiality in accordance with applicable laws. All Covered Persons shall exercise due care to prevent the release or sharing of such information beyond those persons who may need such information to fulfill their job functions. Notwithstanding the foregoing, all personnel information belongs solely to Invesco and may be reviewed or used by the company as needed to conduct its business.
G. Protecting Invesco’s Assets
All Covered Persons shall strive to preserve and protect the company’s assets and resources and to promote their efficient use. The standards set forth below are intended to guide Covered Persons by articulating Invesco’s expectations as they relate to activities or behaviors that may affect the company’s assets.
1. Personal Use of Corporate Assets
Theft, carelessness and waste have a direct impact on Invesco’s profitability. Covered Persons are not to convert assets of the company to personal use. Company property should be used for the company’s legitimate business purposes and the business of the company shall be conducted in a manner designed to further Invesco’s interest rather than the personal interest of an individual Covered Person. Covered Persons are prohibited from the unauthorized use or taking of Invesco’s equipment, supplies, materials or services. Prior to engaging in any activity on company time which will result in remuneration to the Covered Person or the use of Invesco’s equipment, supplies, materials or services for personal or non-work related purposes, officers and other Covered Persons shall obtain the approval of the supervisor of the appropriate business unit.
2. Use of Company Software
Covered Persons use software programs for word processing, spreadsheets, data management, and many other applications. Software products purchased by the company are covered by some form of licensing agreement that describes the terms, conditions and allowed uses. It is the company’s policy to respect copyright laws and observe the terms and conditions of any license agreements. Copyright laws in the United States and other countries impose civil and criminal penalties for illegal reproductions and use of licensed software. You must be aware of the restrictions on

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the use of software and abide by those restrictions. Invesco business equipment may not be used to reproduce commercial software. In addition, you may not use personal software on company equipment without prior written approval.
3. Computer Resources/E-mail
The company’s computer resources, which include the electronic messaging systems (e-mail, SMS, etc.), belong to Invesco and not to the Covered Person. They are not intended to be used for amusement, solicitation, or other non-business purposes. While it is recognized that Covered Persons will occasionally use the system for personal communications, it is expected that such uses will be kept to a minimum and that Covered Persons will be responsible and professional in their use of these functions. The use of the computer systems to make or forward derogatory or offensive remarks about other people or groups is prohibited. E-mail/Text messages should be treated as any other written business communication.
4. Invesco Intellectual Property
Covered Persons must carefully maintain and manage the intellectual property rights of Invesco, including patents, trademarks, copyrights and trade secrets, to preserve and protect their value. Information, ideas and intellectual property assets of Invesco are important to the company’s success.
Invesco’s name, logo, trademarks, inventions, processes and innovations are intellectual property assets and their protection is vital to the success of the company’s business. The company’s and any of its subsidiaries’ names, logos and other trademarks and service marks are to be used only for authorized company business and never in connection with personal or other activities unless appropriately approved and in accordance with company policy. In addition, our Covered Persons must respect the intellectual property rights of third parties. Violation of these rights can subject both you and the company to substantial liability, including criminal penalties.
Any work product produced in the course of performing your job shall be deemed to be a “work made for hire” and shall belong to Invesco and is to be used only for the benefit of Invesco. This includes such items as marketing plans, product development plans, computer programs, software, hardware and similar materials. You must share any innovations or inventions you create with your supervisor so that the company can take steps to protect these valuable assets.
5. Retention of Books and Records
Invesco corporate records are important assets. Corporate records include essentially everything you produce as a Covered Person, regardless of its format. A corporate record may be in the form of paper, computer tapes, microfilm, e-mail, or voice mail. It may be something as obvious as a memorandum or a contract or something not as obvious, such as a desk calendar, an appointment book, or an expense record.

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Invesco is required by law to maintain certain types of corporate records, usually for a specified period of time. Failure to retain such documents for such minimum periods could subject Invesco to penalties and fines, cause the loss of rights, obstruct justice, place Invesco in contempt of court, or place Invesco at a serious disadvantage in litigation. However, storage of voluminous records over time is costly. Therefore, Invesco has established controls to assure retention for required periods and timely destruction of retrievable records, such as paper copies and records on computers, electronic systems, microfiche, and microfilm. Even if a document is retained for the legally required period, liability could still result if a document is destroyed before its scheduled destruction date.
Invesco and its affiliates are subject to the regulatory requirements of numerous countries and regulatory agencies. Virtually all of them have specific requirements concerning the creation, maintenance and storage of business records. Invesco expects all Covered Persons to become familiar with and fully comply with the records retention/destruction schedule for the departments and office locations for which they work. If you believe documents should be retained beyond the applicable retention period, consult with the Legal and Compliance Department.
6. Sales and Marketing Materials
Invesco is committed to building sustained, open, and honest relationships with our customers, and to complying with all relevant regulatory requirements. This requires that all marketing and sales-related materials be prepared under standards approved by the Legal and Compliance Department and, prior to use, reviewed and approved by the appropriate supervisor within a business unit. Covered materials include but are not limited to, requests for proposals, client presentations, performance summaries, advertisements, published market commentaries, brochures and web site content.
H. Disclosure of Invesco Information
1. Integrity and Accuracy of Financial Records
The preparation and maintenance of accurate books, records and accounts is required by law and essential to the proper discharge of financial, legal and reporting obligations. All Covered Persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invesco’s accounting policies and procedures. A Covered Person may violate this section by acting or by failing to act when he or she becomes aware of a violation or potential violation of this section.
2. Disclosure in Reports and Documents
Filings and Public Materials . As a public company, it is important that the company’s filings with the SEC and other U.S. federal, state, domestic and international regulatory

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agencies are full, fair, accurate, timely and understandable. The company also makes many other filings with the SEC and other U.S. and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.
Disclosure and Reporting Policy . The company’s policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the company. The company maintains the highest commitment to its disclosure and reporting requirements, and expects and requires all Covered Persons to record information accurately and truthfully in the books and records of the company.
Information for Filings . Depending on his or her position with the company, a Covered Person may be called upon to provide necessary information to assure that the company’s public reports and regulatory filings are full, fair, accurate, timely and understandable. The company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the company’s public disclosure requirements.
Disclosure Controls and Procedures and Internal Control Over Financial Reporting . Covered Persons are required to cooperate and comply with the company’s disclosure controls and procedures and internal controls over financial reporting so that the company’s reports and documents filed with the SEC and other U.S. federal, state, domestic and international regulatory agencies comply in all material respects with applicable laws and provide full, fair, accurate, timely and understandable disclosure.
3. Improper Influence on the Conduct of Audits
Every Covered Person must deal fairly and honestly with outside accountants performing audits, reviews or examinations of Invesco’s and its subsidiaries’ financial statements. To that end, no Covered Person of Invesco may make or cause to be made a materially false or misleading statement (or omit facts necessary to make the statements made not misleading) in connection with an audit, review or examination of financial statements by independent accountants or the preparation of any document or report required to be filed with a governmental or regulatory authority. Covered Persons of Invesco also are prohibited from coercing, manipulating, misleading or fraudulently inducing any independent public or certified public accountant engaged in the performance or review of financial statements that are required to be filed with a governmental or regulatory authority if he or she knows or should have known that his or her actions could result in making those financial statements materially misleading.
4. Standards for Invesco’s Financial Officers
Invesco’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the “Financial Officers”) are required to take all reasonable steps to provide full, fair, accurate, timely and understandable disclosures in the reports and documents that

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Invesco files with or submits to the SEC and other regulatory bodies and in other public communications made by Invesco. In the event that a Financial Officer learns that any such report, document or communication does not meet this standard and such deviation is material, then the Financial Officers are required to review and investigate such deviation, advise the Board of Directors or the Audit Committee of the Board of Directors regarding the deviation and, where necessary, revise the relevant report, document or communication.
Although a particular accounting treatment for one or more of Invesco’s operations may be permitted under applicable accounting standards, the Financial Officers may not authorize or permit the use of such an accounting treatment if the effect is to distort or conceal Invesco’s true financial condition. The accounting standards and treatments utilized by Invesco must, in all instances, be determined on an objective and uniform basis and without reference to a single transaction or series of transactions and their impact on Invesco’s financial results for a particular time period. Any new or novel accounting treatment or standard that is to be utilized in the preparation of Invesco’s financial statements must be discussed with Invesco’s Audit Committee and its independent auditors.
5. Communications with the Media, Analysts and Shareholders
Invesco has a long-standing policy of co-operating with the news media and the financial community. This policy is intended to enhance respect for the company, provide accurate information, and achieve our business goals.
Invesco employs media relations professionals who are responsible for handling all contacts with the news media. Invesco’s Communications and Public Affairs Department is responsible for formulating and directing our media relations policy worldwide. Other Invesco employees may not speak to or disseminate information to the news media unless such contact has been requested and arranged by or coordinated with an Invesco media relations professional in accordance with the company’s media relations policy. Any contact from the news media should be referred promptly and without comment to an Invesco media relations professional. If you do not know the appropriate media relations professional for your unit, you can refer the contact to the Invesco Communications and Public Affairs Department.
Many countries have detailed rules with regard to the dissemination of information about public companies. In particular, a public company must have procedures for controlling the release of information that may have a material impact on its share price. The Chief Executive Officer and the Chief Financial Officer are responsible for Invesco’s relationships with the financial community, including the release of price sensitive information. Other Invesco employees may not speak to or disseminate information regarding the company to the financial community (including analysts, investors, shareholders, Company lenders, and rating agencies) unless such contact has been requested and arranged by the Chief Executive Officer, the Chief Financial Officer or the Investor Relations Group within the Finance Department

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I. Compliance with the Code of Conduct
1. Your Responsibilities
One person’s misconduct can damage our entire company’s hard-earned reputation and compromise the public’s trust in the company. Every Covered Person should therefore be familiar with this Code and abide strictly by its provisions.
2. Reporting Violations of the Code
As part of being accountable to each other and Invesco, all Covered Persons are required to report possible violations of the Invesco Code of Conduct, laws or regulations. Such violations can include, but are not limited to:
    Violations of any laws or regulations generally involving Invesco;
 
    Questionable accounting matters, internal accounting controls, auditing matters, breaches of fiduciary duty or violations of United States or foreign securities laws or rules (collectively, “Accounting Matters”) including, but not limited to:
    fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Invesco;
 
    fraud or deliberate error in the recording and maintaining of financial records of Invesco;
 
    deficiencies in or non-compliance with Invesco’s internal accounting controls;
 
    misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Invesco;
 
    deviation from full and fair reporting of Invesco’s financial condition; or
 
    fraudulent or criminal activities engaged in by officers, directors or employees of Invesco;
You may report your concerns in any of three ways:
Contact your supervisor
We encourage you to first contact your immediate supervisor, who is in turn responsible for informing Invesco’s Compliance Reporting Line (described below) of any concerns raised.
Contact the Legal and Compliance or Human Resources Departments

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If you prefer not to discuss a concern with your own supervisor, you may instead contact the Legal and Compliance or Human Resources Departments directly.
Call our Compliance Reporting Line
You may also report your concerns confidentially and anonymously by calling the Invesco Compliance Reporting Line. If you are calling from a U.S. or Canadian location, dial 1-866-297-3627 . For calls from all other locations, dial an international operator and request a collect call to 1-704-943-1136 . When asked for your name use “Invesco.”
The Compliance Reporting Line is administered by an outside vendor and is available 24 hours a day, seven days a week. For more information on the Compliance Reporting Line, please click here: Compliance Reporting Line .
Complaints relating to Accounting Matters will be reviewed pursuant to the Audit Committee’s policy and procedures and under its direction and oversight by such persons as the Audit Committee determines to be appropriate. All other matters will be reviewed under the direction and oversight of the appropriate departments within Invesco, usually also including the Legal and Compliance Department. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or other reviewing department.
Invesco will not permit retaliation, retribution, harassment, or intimidation of any employee who in good faith reports a possible violation. Along with the three reporting methods described above, this also includes, but is not limited to an employee who discloses information to a government or law enforcement agency, or any other national, state or provincial securities regulatory authority where the employee has reasonable cause to believe that the information discloses a violation or possible violation of federal or state law or regulation.
However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information may be subject to disciplinary action, including termination of their employment.
3. Failure to Comply
It is your responsibility at all times to comply with the law and behave in an ethical manner. Failure to obey laws and regulations violates this Code and may expose both you and the company to criminal or civil sanctions. Invesco will investigate reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved up to and including termination. Invesco may also seek civil remedies from you and even refer criminal misconduct to law enforcement agencies, and may make reports, if appropriate, to regulatory authorities. Nothing in this Code restricts the company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.

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4. Annual Certification
As Covered Persons, each of us is obligated to read and understand this Code of Conduct and our relevant business unit’s policies and procedures. All Covered Persons are expected to abide by both the letter and spirit of the Code and will certify their adherence on an annual basis.
5. Other Requirements
This Code cannot anticipate every possible situation or cover every topic in detail. The company has established special policies to address specific subjects and will update this Code and those specific policies from time-to-time. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. If you are unclear about a situation, please speak with your supervisor or an appropriate member of the Legal and Compliance Department before taking action.
6. Waivers of the Code
In certain limited situations, Invesco may waive the application of a provision of the Code to employees or Executive Officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, “Executive Officers”). For the purposes of the Code, the term “waiver” shall mean a material departure from a provision of the Code.
For all employees, including Executive Officers, any requests for waivers must be made to the Legal and Compliance Department. For waiver requests not involving an Executive Officer, the Legal and Compliance Department shall forward the request to the General Counsel of the business unit for consideration.
For waiver requests involving an Executive Officer, the Legal and Compliance Department will forward the request to the Invesco Board of Directors or a committee thereof for consideration. Only the Board of Directors or one of its committees may approve a waiver for an Executive Officer. Any such waiver granted to an Executive Officer shall be promptly disclosed to shareholders within four (4) business days as required by SEC rules and the corporate governance listing standards of the New York Stock Exchange and other applicable laws.
Criteria for a Waiver:
Any employee or Executive Officer requesting a waiver of the Code must demonstrate that such a waiver:
    is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;
 
    will not be inconsistent with the purposes and objectives of the Code;

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    will not adversely affect the interests of clients of the company or the interests of the company; and
 
    will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.
7. Use and Disclosure
This Code is intended solely for the internal use by the company and does not constitute an admission, by or on behalf of the company, as to any fact, circumstance, or legal conclusion. To the extent required by law, the company shall publicly ( e.g. , in its Annual Report on Form 10-K and/or on its website) disclose this Code of Conduct and its application to all of the company’s Covered Persons.
8. Amendments
This Code may only be amended by Invesco’s Board of Directors or a duly authorized committee thereof. To the extent required by law, amendments to the Code of Conduct shall be disclosed publicly. As set forth in the company’s filings with the SEC, the company has elected to disclose certain amendments to the Code that affect, and any waivers of the Code granted to, Financial Officers on the company’s Web site.
Revised: October 2010

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D6. Gifts and Entertainment
Policy Number: D-6       Effective Date: March 2006       Revision Date: December 2009
1.   Overview
Invesco Trimark employees are subject to Invesco Ltd’s Gifts and Entertainment Policy (the “Invesco Policy”) which is applicable to Invesco and its individual business units worldwide. This Invesco Trimark Gifts and Entertainment Policy (“Policy”) is intended to work with the Invesco Policy and supplement it with local rules. In certain instances, with approval from the Invesco Risk Management Committee, this Policy may contain exceptions to the Invesco Policy.
All Invesco Trimark employees, including temporary, part-time, contract, and seasonal personnel, must refrain from conduct that could give rise to the appearance of a conflict of interest. The provision or receipt of gifts or entertainment can create, or can have the appearance of creating, conflicts of interest.
Employees are also governed by the firm’s policy on expense reporting pertaining to corporate expenses, which can be found on the Intranet Site under travel guidelines, and the firm’s policy on Sales Practices, which can be found in the Invesco Trimark Compliance Manual under section D-2.
2.   Definitions
For purposes of this Policy, a gift is anything of value given or received involving Invesco Trimark personnel, and a person or entity that has a direct or indirect, existing or potential business relationship with Invesco Trimark (a “Business Partner”). This Policy also applies to gifts given by Invesco Trimark to family members of a Business Partner and gifts received from a Business Partner by a family member of an employee of Invesco Trimark. Business Partners specifically include broker dealers and financial advisors. Gifts may include, but are not limited to, personal items, air miles, services, office accessories, electronic equipment (e.g., iPods, MP3 Players, etc.), tickets (e.g., theatre, concerts, sporting events, etc.) and sporting equipment (e.g., golf clubs, tennis rackets, etc.). Any prizes given or received during the course of an entertainment event (e.g. golf tournament) is considered and shall be recorded as a gift. For purposes of this Policy, gifts do not include promotional items of nominal value (approximately $20 — e.g., golf balls, pens, etc.) that display the logo of Invesco Trimark or its Invesco business units, or of its Business Partners.
Entertainment involves attendance at activities, including but not limited to meals, sporting events, the theatre, parties or receptions, and similar functions. Entertainment requires the presence of both Invesco Trimark personnel and Business Partner personnel;

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unless personnel from both entities attend, the activity constitutes a gift. The value of entertainment includes the cost of the activity itself (for example, the cost of tickets or a meal), as well as the cost of any related activities or services provided. The value of entertainment does not include the cost of overhead (such as rent or equipment rentals).
This Policy also applies where there is an activity or event associated with a charity or sponsorship and a Business Partner is invited to participate.
3.   Thresholds
Employees are prohibited from giving or receiving gifts with a value of more than $250. The maximum total value of gifts received by, or given to, a Business Partner is $250 annually.
Entertainment should not exceed $400 per Business Partner per event. The maximum total value of entertainment per Business Partner is $1,200 annually.
4.   Frequency
Gifts and entertainment cannot be so extensive or so frequent as to cause a reasonable person to question whether the provision of the items or activity improperly influences the employee or Business Partner.
5.   Prohibited Activities
Employees are prohibited from providing or receiving any gift or entertainment that is conditioned upon Invesco Trimark doing business with the entity or person involved.
Employees are prohibited from soliciting gifts and entertainment. Employees are to immediately advise the Invesco Trimark Compliance department if a Business Partner solicits the employee for gifts and entertainment other than a charitable donation or request for sponsorship.
Except with the prior approval of the Invesco Trimark Compliance department, employees cannot pay for, or accept, any travel and/or accommodation to or from a Business Partner.
With respect to approved cooperative marketing practices, such as sales communications and investor seminars, where Invesco Trimark pays a portion of the cost, Invesco Trimark cannot provide gifts, other than nominal valued promotional items, to the dealer’s clients. Nominal speaker gifts would be co-op eligible at approved dealer-sponsored events for financial advisors.
6.   Exceptions — Invesco Trimark Charity Events
Notwithstanding sections 3 and 5 of this Policy, Invesco Trimark employees are not

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prohibited from soliciting gifts from Business Partners if the gift is intended as a prize for an Invesco Trimark Charity Event (e.g. CFAP Silent Auction). Any gift received for this purpose is not subject to the gift threshold of $250 per Business Partner per year.
7.   Exceptions to Thresholds — Prior Approval
Any exceptions to the established gifts and entertainment thresholds require prior approval from a sub-committee of the Invesco Risk Management Committee. Requests for exceptions will be considered on a case by case basis. Exception requests need to be submitted through the Invesco Trimark Compliance department and would be placed before the sub-committee by the Invesco Global Assurance Officer. Evidence of any prior approvals given must be maintained for audit purposes for a seven year period.
8.   Reporting/Record Keeping
Each department is responsible for keeping a record of all gifts and entertainment given or received. Minimum required information includes: date, employee name(s), business partner firm name, business partner representative name(s), description of gift or entertainment, approximate dollar value, and required approval where applicable. Promotional items of nominal value (approximately $20) do not need to be recorded. Where the value of the activity or item is not readily known, the employee should record the estimated cost.
9.   Review and Monitoring
This Policy shall be overseen and administered by Invesco Trimark’s Code of Ethics Committee, which has responsibility for the overall scope, application, and enforcement of this Policy. Invesco Trimark’s Code of Ethics Committee shall receive the reports and recommendations of the Invesco Trimark Compliance department and of management from time to time and periodically update or revise this Policy as may be desirable.
Each department head is expected to review the gifts and entertainment log on a regular basis in order to identify any concerns or trends. Any concerns or issues are to be brought to the attention of the Invesco Trimark Compliance department.
The Invesco Trimark Compliance department will conduct a semi-annual review of the gifts and entertainment log maintained by each department. A summary of such review, together with other relevant observations and recommendations, shall be reported to the Invesco Trimark Code of Ethics Committee.
Evidence of reviews must be maintained for a minimum of seven years.

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D7. Personal Trading Policy
Policy Number: D-7       Effective Date: October 2006       Revision Date: November 2010
1.   Purpose and Application
The purpose of the Invesco Trimark Personal Trading Policy (Policy) is to ensure the fair treatment of client accounts through the highest standard of integrity and ethical business conduct by employees. For the purposes of this Policy, the terms “clients” and “client accounts” always refers to the investment funds that Invesco Trimark manages or sub-advises or other accounts for which Invesco Trimark has been engaged to provide money management services.
The Policy applies to all officers, directors and employees of Invesco Trimark (Employees) and their Covered Accounts (defined below). Employees include temporary, part-time, contract, and seasonal personnel. Temporary and contract employees of less than 3 months are not subject to the Policy.
Invesco Trimark recognizes that certain relationships with non-employees, such as consultants or independent contractors, may present particular risks that inappropriate trading could occur in the event that they have access to non-public information. As part of the process for engaging the services of consultants or other independent contractors, the Invesco Trimark Chief Compliance Officer may deem it necessary to have a non-employee agree to be bound by the Policy as if he or she were an Employee.
The Policy is designed to ensure, among other things, that the personal securities transactions of all Employees are conducted in accordance with the following general principles:
    A duty at all times to place the interests of client accounts first.
 
    That Employees should not take inappropriate advantage of their positions.
 
    That Employees must not use any non-public information about client accounts for their direct or indirect personal benefit.
Personal securities transactions must be conducted in a manner that avoids any actual or perceived conflict of interest. Using the Star Compliance automated request system (Star Compliance), Employees are required to report holdings in Reportable Securities as well as pre-clear personal securities transactions in Reportable Securities in a Covered Account.

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2.   Definitions
 
2.1   Covered Accounts
A Covered Account is defined for purposes of this Policy as any account:
    In which an Employee has a direct or indirect financial interest;
 
    Over which such Employee has direct or indirect control over the purchase or sale of securities; or
 
    In which securities are held for an Employee’s direct or indirect benefit.
Such Covered Accounts may include, but are not limited to, accounts of a spouse, minor child, trust or corporate account.
2.2   Reportable Securities
Reportable Securities are holdings that are required to be recorded into the Star Compliance system. For purposes of this Policy, Reportable Securities include, but are not limited to:
    Stocks, bonds, options, rights, warrants, Exchange Traded Funds (ETFs), Exchange-Traded Notes (ETNs), and any closed-end mutual funds.
 
    Any mutual funds managed by Invesco Trimark.
2.3   Non-Reportable Securities
Non-Reportable Securities are holdings that are not required to be recorded in the Star Compliance system. Non-Reportable Securities include:
    Unit investment trusts (i.e., variable insurance contracts funded by insurance company separate accounts organized as unit investment trusts) invested exclusively in open-end mutual funds that are not managed or distributed by Invesco Trimark.
 
    Open-end U.S. and Canadian mutual funds that are not managed or distributed by Invesco Trimark.
 
    Securities held in Invesco Trimark Employee accounts administered by Group Retirement Services (GRS).
 
    Securities issued or guaranteed by (i.e., securities that are the direct obligations of) the government of Canada or the government of the United States.

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    Principal protected or Linked note investment products.
 
    Money market instruments, money market mutual funds, guaranteed investment certificates, bankers’ acceptances, bank certificates of deposit, commercial paper and repurchase agreements.
3.   Pre-Clearance Requirements
 
3.1   Submitting the Request to Trade
Except where noted below in section 3.4, an Employee must receive prior approval using the Star Compliance system or from the Code of Ethics (North America) team in order to engage in a personal securities transaction in a Reportable Security.
Blackout Rule: Pre-clearance will not be given if there has been a transaction by a client account in the same, or equivalent, security within three (3) business days of the proposed personal securities transaction.
For the purposes of this policy, an equivalent security means a security that (1) is convertible into another security of the same issuer or (2) gives its holder the right to purchase another security of the same issuer. For example, a bond or preferred stock may be convertible into another security of the same issuer, or an option or warrant may give the holder the right to purchase stock of the same issuer. ADR and EDR shares are considered equivalent to their corresponding foreign shares.
The trade approval process involves the following steps:
    The proposed trade must be entered into the Star Compliance system.
 
    The Star Compliance system will confirm if there is any activity currently on the trading desk and check the portfolio accounting system to verify if there have been any transactions in the same or equivalent security within the corresponding Blackout Rule period.
 
    The Star Compliance system will check to see if the security is on the restricted list (refer to section 8.1).
 
    The Star Compliance system will provide an automated response on a timely basis for all pre-approval requests indicating whether the transaction has been approved or denied.
3.2   Executing Approved Transactions
All authorized personal securities transactions must be executed by 4pm EST on the next business day. If the trade is not executed within this time period, a new pre-clearance request must be submitted and approved if the Employee still intends to trade in that

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security. Any exception to this rule must be approved by the Invesco Trimark Chief Compliance Officer or the Code of Ethics (North America) team.
All approved trades that are not executed need to be retracted in the Star Compliance system by the Employee.
Employees may be requested to reverse any trades processed without the required pre-approval. Any costs or losses associated with the reversal are the responsibility of the Employee. The Employee may also be asked to disgorge any profits from the trade.
3.3   De Minimis Exemption
Certain personal securities transactions may qualify for an exemption to the Blackout Rule. Personal securities transactions that qualify for the De Minimis Exemption must still be pre-cleared in Star Compliance. Securities that qualify for this De Minimis Exemption must meet the following criteria:
Equity Securities
Where a security is included in the S&P/TSX Composite Index or the Russell 1000 Index, Employees may trade up to 500 shares of the security and such trades will not be subject to the Blackout Rule.
For any other security where a Fund is trading less than 500 shares, Employees may trade up to 500 shares of the security and such trades will not be subject to the Blackout Rule.
Fixed Income Securities
An Employee may trade up to $100,000 of par value in a fixed income security and such trades will not be subject to the Blackout Rule.
The De Minimis Exemption is available to Employees for each qualifying security on a rolling 30 calendar day basis.
3.4   Exceptions to Pre-clearance Requirements
Trading in the following types of securities do not require pre-clearance:
    Open-end mutual funds (including Invesco Trimark managed mutual funds), open-end unit investment trusts and pooled trust funds.
 
    Variable annuities, variable life products, segregated funds, and other similar unit-based insurance products issued by insurance companies and insurance company separate accounts.

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    Securities issued or guaranteed by the Government of Canada, or the government of any province or territory in Canada.
 
    Securities issued or guaranteed by the Governments of the United States, United Kingdom, Germany, Japan, France and Italy.
 
    Physical commodities or securities relating to those commodities.
 
    Other securities or classes of securities as the Invesco Trimark Compliance department or the Code of Ethics (North America) team may from time to time designate.
The following Employee accounts are also excluded from the pre-clearance requirement:
    Employee share purchase plans, except for the sale of the securities.
 
    Invesco employee stock option purchase plans, except for the sale of the securities.
4.   Reporting Requirements
Employees are required to sign-off and submit various reports in the Star Compliance system as detailed in sections 4.1 to 4.3 below. Employees that do not hold any Reportable Securities in any Covered Accounts are still required to sign-off on these reports.
4.1   Initial Holdings Reports
Within 10 days of becoming an Employee, each Employee, must complete an Initial Holdings Report by inputting into the Star Compliance system the following information:
    a complete list of all Covered Accounts (including the name of the financial institution with which the Employee maintains the account);
 
    a list of each Reportable Security including the number of shares (equities) or principal amount (debt securities) held in each Covered Account.
The information must be current within 45 days of the date of becoming an Employee.
4.2   Quarterly Transaction Reports
Within 30 calendar days after the end of each calendar quarter, an Employee, using the Star Compliance system, must submit a Quarterly Transaction Report. The report will contain the details of each personal securities transaction during the quarter in a Reportable Security in each Covered Account.

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Transactions effected by an automatic investment plan are not subject to pre-clearance nor are they reportable on the Quarterly Transaction Reports. An automatic investment plan means any program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
4.3   Annual Holdings Reports
Within 30 calendar days after the end of the year, each Employee, using the Star Compliance system, must submit an Annual Holdings Report. The report will contain the following information as of December 31 st :
    all Covered Accounts of such Employee (including the name of the financial institution with which the Employee maintained the account)
 
    a list of each Reportable Security including the number of shares (equities) or principal amount (debt securities) in each Covered Account
4.4   Reports of Trade Confirmations
Within 10 calendar days of settlement of each personal securities transaction involving a Reportable Security, whether the transaction had to be pre-cleared or not, the Employee engaging in the transaction must provide the Code of Ethics (North America) team a duplicate copy of the trade confirmation, or such other confirmations as are available.
Employees are encouraged to request their financial institution to automatically send the Code of Ethics (North America) team copies of trade confirmations and monthly client account statements.
The Code of Ethics (North America) team will review all reports submitted and report any breaches of this Policy or any other concerns relating to personal trading to the Invesco Trimark Compliance department. All breaches and concerns are also reported to the Invesco Trimark Code of Ethics Committee.
4.5   New Covered Accounts Opened Subsequently Joining Invesco Trimark
Employees who open a new covered account while employed with Invesco Trimark are required to enter the account into the Star Compliance system within 10 calendar days of opening the account.
5.   Discretionary Managed Accounts
An Employee must receive approval by the Invesco Trimark Chief Compliance Officer or to the Code of Ethics (North America) team to establish and maintain a fully managed

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discretionary account where investment discretion is given to an investment manager or trustee. Approval will be granted providing that:
    The account is subject to a written contract and all investment discretion has been delegated to another party.
 
    The Employee has provided the Invesco Trimark Chief Compliance Officer or the Code of Ethics (North America) team with a copy of such written agreement.
 
    The Employee certifies in writing that he or she has not discussed, and will not discuss, potential investment decisions with the party to whom investment discretion has been delegated.
 
    Discretionary managed accounts for which this exemption is available would not include ones where the accountholder has given a power of attorney (POA) to another person such as a broker for temporary discretionary trading.
Managed accounts are not to be recorded on the Star Compliance system. Transactions executed in a managed account are not subject to pre-clearance nor are they reportable in any Quarterly Transaction Reports; however an Employee must provide an annual certification to the Code of Ethics (North America) team certifying the account is still a discretionary managed account.
6.   Options Trading
In the case of personal securities transactions involving the purchase or sale of an option on an equity security, the Star Compliance system will determine whether to authorize the transaction by matching the pre-clearance request against activity in client accounts in both the option and the underlying security. Pre-clearance will not be given if there has been a client account transaction in either the option or the underlying security within the corresponding Blackout Rule period of the proposed personal securities transaction. Pre-clearance is required for both the opening and closing transaction. Approval given to an opening transaction does not guarantee that the closing transaction will automatically be approved.
An Employee is prohibited from engaging in transactions in publicly traded options, such as calls and puts, on shares of Invesco Ltd.
7.   Short Sales
Short sales of securities are permissible subject to the following conditions:
    No short sales on shares of Invesco Ltd.

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    No short sales on securities where there has been a trade in the same security where the corresponding Blackout Rule period applies in one of the client accounts.
 
    Employees are prohibited from short-term trading (refer to section 8.2); therefore, the Employee is restricted from buying back the position within 60 days.
 
    Portfolio managers are prohibited from short selling a security if the client account the Portfolio Manager manages are long the security.
 
    If a Portfolio Manager is selling a stock there should generally be no “short selling” allowed until that position is completely sold. This provision includes the situation where the Portfolio Manager stops selling the security for a short period, for example to let the market absorb what has been sold, and then resumes selling the position.
Transactions executed in a brokerage account that are initiated by the financial institution (e.g. a margin call) are not subject to pre-clearance.
8.   Restrictions on Certain Activities
Employees are subject to the following additional restrictions and prohibitions relating to certain investment activities.
8.1   Prohibition against Trading in Securities on “Restricted Lists”
Generally, all Employees are prohibited from engaging in any personal securities transactions in a security on the Invesco “restricted list”. Refer to Policy B4 — Securities Restricted List for further details.
There are instances when a security is added to the Restricted List due to ownership limits as defined under Canadian securities laws. In such instances, the Code of Ethics (North America) team may grant approval to a personal securities transaction request after reviewing the request to ensure that there are no conflicts of interest.
8.2   Prohibition against Short-Term Trading Activities
Employees are prohibited from engaging in the purchase and sale, or short sale and cover of the same Reportable Security within 60 days at a profit. If an Employee trades a Reportable Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invesco Trimark’s choice and a letter of education may be issued to the Employee.

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This short-term trading prohibition will be waived by the Invesco Trimark Chief Compliance Officer or the Code of Ethics (North America) team in certain instances including where an Employee wishes to limit his or her losses on a security.
8.3   Prohibition against Purchases in Initial Public Offerings (IPOs)
Employees generally are prohibited from purchasing securities in IPOs. Employees may purchase securities in an IPO when the trade is through a discretionary managed account.
8.4   Restricted Securities Issued by Public Companies
Generally, Employees are discouraged from investing in restricted securities of public companies including special warrant deals. Restricted securities are securities acquired in an unregistered, private sale from an issuer. An Employee must receive approval from the Invesco Trimark Chief Compliance Officer or the Code of Ethics (North America) team prior to executing a transaction in a restricted security.
8.5   Restrictions on Private Placements
An Employee may not purchase or sell any security obtained through a private placement (including Hedge Funds) unless the transaction has been pre-cleared by the Invesco Trimark Chief Compliance Officer or the Code of Ethics (North America) team. The Invesco Trimark Chief Compliance Officer or the Code of Ethics (North America) team will maintain a record of the approval and the rationale supporting the purchase of the Private Placement. Further, Employees who have been authorized to acquire securities in a private placement must disclose such investment when he/she plays a part in any client account’s subsequent consideration of an investment in the issuer. In such circumstances, the client account’s decision to purchase securities of the issuer is subject to an independent review by investment personnel with no personal interest in the issuer.
8.6   Investment Clubs
Employee participation in an investment club requires the approval of the Invesco Trimark Chief Compliance Officer or the Code of Ethics (North America) team. Approval will not be provided if the Employee has control over the investment decision-making for the investment club.
If participation in an investment club has been approved, all future trades will be subject to pre-clearance. An Employee must make arrangements to ensure that duplicate trade confirmations and client account statements are provided to the Invesco Trimark Chief Compliance Officer or the Code of Ethics (North America) team.
8.7   Trading in Securities of Invesco Ltd.
The Invesco Insider Trading Policy prohibits directors, executive officers, and other specified employees (Blackout Group) who are deemed to regularly have access to

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material, non-public information about Invesco from trading in Invesco during the “Blackout Periods”. This trading prohibition also extends to the family members of these persons. Persons within the Blackout Group are determined on a quarterly basis and are notified of their status accordingly.
Any Employee who becomes aware of material, non-public information about Invesco is prohibited from trading in Invesco.
Details of the blackout period can be found by way of the attached link:
http://intranet/OC/Pages/sec_close.aspx
A “Blackout Period” is defined as the period of 60 days prior to the announcement of the year end results and the period of 30 days prior to the announcement of the interim and quarterly results. The Blackout Period may be shorter depending on when the results are announced but cannot start until the end of the relevant reporting period.
The following additional trading restrictions apply to trading in Invesco Ltd.
  Short term trading in Invesco shares is prohibited.
 
  Pledging Invesco securities as collateral for a loan is generally prohibited. Exceptions must be approved by the Invesco Trimark Chief Compliance Officer or the Code of Ethics (North America) team.
9.   Independent Directors
Except as otherwise provided in the special procedures for independent directors of US Funds, personal securities transactions of independent directors of Invesco Trimark or of Invesco Trimark’s corporate funds and members of the Fund’s Advisory Boards are not subject to either the pre-clearance or reporting requirements set forth in this Policy, except with respect to personal securities transactions in the shares of Invesco Ltd. or shares or units of any mutual fund managed by Invesco Trimark.
9.1   For purposes of this exception the term “independent director” means
  a)   any director of Invesco Trimark’s corporate funds or members of the Invesco Trimark Fund Advisory Board
  i)   who is neither an officer nor Employee of Invesco or of any Invesco Company.
  b)   any director of Invesco Trimark who
  i)   is neither an officer nor Employee of Invesco or of any Invesco Company,

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  ii)   is not an interested person of a US Fund under Section 2(a)(19) of the Investment Company Act (1940) and would otherwise be required to submit a pre-clearance request or make a report solely by reason of being an Invesco Aim director and
  iii)   does not regularly obtain information concerning the investment recommendations or decisions made by Invesco Trimark on behalf of the US Funds.
10.   Certification of Compliance
By signing off on the Invesco Code of Conduct on an annual basis, Employees are also confirming adherence to this Policy.
11.   Oversight
This Policy shall be overseen and administered by Invesco Trimark’s Code of Ethics Committee, while administration of this Policy is the responsibility of the Invesco Trimark Chief Compliance Officer.
11.1   Code of Ethics Committee
This Policy shall be overseen and administered by Invesco Trimark’s Code of Ethics Committee (the “Committee”), which has responsibility for the overall scope, application, and enforcement of this Policy. The Committee shall receive the reports and recommendations of the Invesco Trimark Compliance department from time to time and periodically update or revise this Policy as necessary.
The Committee meets twice a year to review the Invesco Trimark Chief Compliance Officer’s report and other matters relevant to the Invesco Code of Conduct and this Policy. A majority of the members of the Committee will constitute a quorum. A majority of the members present at a meeting constitutes the vote required for any action taken by the Committee. Special meetings of the Committee may be called by any member of the Committee to discuss matters that are deemed to warrant immediate attention.
11.2   Invesco Trimark Chief Compliance Officer
The Invesco Trimark Chief Compliance Officer administers all aspects of the Policy and may designate these activities to the Code of Ethics (North America) team which include informing new Employees of the requirements and monitoring personal trading activities.
The Invesco Trimark Chief Compliance Officer or designate will provide a written report, at least annually to the Committee summarizing:
    Compliance with the Policy for the period under review.

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    Violations of the Policy for the period under review.
 
    Sanctions imposed under the Policy by Invesco Trimark during the period under review.
 
    Changes in procedures recommended for the Policy.
 
    Any other information requested by the Committee.
The Invesco Trimark Chief Compliance Officer or designate reports on personal trading matters to the Compliance Committee of the Invesco Trimark Boards and provides an annual report to the Independent Review Committee.

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INVESCO CONTINENTAL EUROPE
CODE OF ETHICS
2011

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CONTENTS
         
SECTION   PAGE  
 
 
       
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APPENDICIES
       
 
       
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    21  

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This revised Code of Ethics (‘the Code’) regarding ethical behaviour and conflicts of interest applies to all employees of all entities of Invesco Continental Europe (“Invesco”). It covers the following topics:
  Prohibitions related to material, non-public information
 
  Personal securities investing
 
  Service as a director and other business opportunities.
This Code also imposes on employees certain restrictions and reporting obligations which are specified below. Adherence to this Code, once adopted, both letter and spirit, is a fundamental and absolute condition of employment with Invesco.
The following Invesco Policies are referred to in this Code of Ethics and the latest version of each of these Policies can be found on the Compliance Europe Intranet Site:-
  Gifts, Benefits and Entertainment (Inducements) Policy;
 
  Conflicts of Interest Policy;
 
  Treating Customers Fairly Policy; and
 
  Whilstleblowing Policy
It is appreciated that no Code of Ethics can address every circumstance that may give rise to a conflict, a potential conflict or an appearance of a conflict of interest. Every employee should be alert to any actual, potential or appearance of a conflict of interest with Invesco’s clients and to conduct himself or herself with good judgment. Failure to exercise good judgment, as well as violations of this Code, may result in the imposition of sanctions on the employee, including suspension or dismissal.
1   STATEMENT OF GENERAL PRINCIPLES
1.1   As a fiduciary, Invesco owes an undivided duty of loyalty to its clients. It is Invesco’s policy that all employees conduct themselves so as to avoid not only actual conflicts of interest with Invesco clients, but also that they refrain from conduct which could give rise to the appearance of a conflict of interest that may compromise the trust our clients have placed in us.
 
1.2   The Code is designed to ensure, among other things, that the personal securities transactions of all employees are conducted in accordance with the following general principles:
  1.2.1   A duty at all times to place the interests of Invesco’s clients first and foremost;
 
  1.2.2   The requirement that all personal securities transactions be conducted in a manner consistent with this Code and national legal & regulatory requirements and in such a manner as to avoid any actual, potential or appearance of a conflict of interest or any abuse of an employee’s position of trust and responsibility; and
 
  1.2.3   The requirement that employees should not take inappropriate advantage of their positions.
1.3   Invesco’s policy is to avoid actual or apparent conflicts of interest but, where they unavoidably occur, to record, manage, and disclose them to prevent abuse and protect our clients, employees and other counterparties
 
1.4   Invesco does not make political contributions with corporate funds. No employees may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company.
 
1.5   Invesco seeks to do business with clients and suppliers on a fair and equitable basis. Employees may not accept or provide gifts, entertainment or other non-monetary benefits of an unreasonable

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    value which could create a conflict with the duty owed to clients. Any limits imposed by our business unit’s policies, local laws, or regulations with respect to the acceptance or provision of gifts, entertainment and non-monetary benefits must be complied with.
 
1.6   Legislation exists to protects employees who ‘blow the whistle’ about wrongdoing within the Firm. This legislation encourages employees to raise concerns internally in the first instance. Invesco employees should feel able to raise any such concern internally, confident that it will be dealt with properly and that all reasonable steps will be taken to prevent victimisation. If employees wish to report concerns anonymously they can call the Invesco Compliance Reporting Line. The telephone number is 1-704-943-1136
 
1.7   It is Invesco policy, in the context of being an Asset Manager, to treat its customers fairly.
 
1.8   No employee should have ownership in or other interest in or employment by any outside concern which does business with Invesco Ltd. This does not apply to stock or other investments in a publicly held company, provided that the stock and other investments do not, in the aggregate, exceed 5% of the outstanding ownership interests of such company. Invesco Ltd may, following a review of the relevant facts, permit ownership interests which exceed these amounts if management or the Board of Directors, as appropriate, concludes that such ownership interests will not adversely affect Invesco Ltd’s business interests or the judgment of the affected staff.
 
1.9   Employees are prohibited from using personal hedging strategies or remuneration or liability related contracts of insurance to undermine any risk alignment effects embedded in their remuneration arrangements. This includes, for instance, entering into an arrangement with a third party under which that third party will make payments directly, or indirectly, to the employee that are linked to, or commensurate with, the amounts by which the employee’s remuneration is subject to reductions arising from the implementation of the Capital Requirements Directive (CRD3).
2   MATERIAL, NON-PUBLIC INFORMATION
2.1   Restriction on Trading or Recommending Trading
 
    Each employee is reminded that it constitutes a violation of law and/or Market Abuse regulations for any person to trade in or recommend trading in the securities of a company while in possession of material, non-public information concerning that company, or to disclose such information to any person not entitled to receive it if there is reason to believe that such information will be used in connection with a trade in the securities of that company. Violations of law and regulations may give rise to civil as well as criminal liability, including the imposition of monetary penalties or prison sentences upon the individuals involved. Persons who receive material, non-public information also may be held liable if they trade or if they do not trade but pass along such information to others.
 
2.2   What is material, non-public information?
 
    ‘Material information’ is any information about a company which, if disclosed, is likely to affect the market price of the company’s securities or to be considered important by an average investor in deciding whether to purchase or sell those securities. Examples of information which should be presumed to be “material” are matters such as dividend increases or decreases, earnings estimates by the company, changes in the company’s previously released earnings estimates, significant new products or discoveries, major litigation by or against the company, liquidity or solvency problems, extraordinary management developments, significant merger or acquisition proposals, or similar major events which would be viewed as having materially altered the “total mix” of information available regarding the company or the market for any of its securities.
 
2.3   ‘Non-public information’
 
    Non-public information — often referred to as ‘inside information’ — is information that has not yet been publicly disclosed. Information about a company is considered to be non-public information if it is received under circumstances which indicate that it is not yet in general circulation and that

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    such information may be attributable, directly or indirectly, to the company or its insiders, or that the recipient knows to have been furnished by someone in breach of a fiduciary obligation. Courts have held that fiduciary relationships exist between a company and another party in a broad variety of situations involving a relationship between a company and its lawyers, investment bankers, financial printers, employees, technical advisors and others.
 
2.4   Information should not be considered to have been publicly disclosed until a reasonable time after it has been made public (for example, by a press release). Someone with access to inside information may not “beat the market” by trading simultaneously with, or immediately after, the official release of material information.
 
2.5   The responsibility of ensuring that the proposed transaction does not constitute insider dealing or a conflict with the interests of a client remains with the relevant employee and obtaining pre-clearance to enter into a transaction under Section 3.3 below does not absolve that responsibility.
 
2.6   Invesco is in a unique position, being privy to market research and rumours and being privy also to information about its clients which may be public companies. Invesco employees must be aware and vigilant to ensure that they cannot be accused of being a party of any ‘insider dealing’ or market abuse situations.
 
2.7   In particular, the following investment activities must not be entered into without carefully ensuring that there are no implications of insider trading:
  2.7.1   Trading in shares for a client in any other client of Invesco which is quoted on a recognised stock exchange.
 
  2.7.2   Trading in shares for a client in a quoted company where Invesco:
  i)   obtains information in any official capacity which may be price sensitive and has not been made available to the general public.
 
  ii)   obtains any other information which can be substantiated in connection with a quoted company which is also both price sensitive and has not been made available to the general public.
  2.7.3   Manipulation of the market through the release of information to regular market users which is false or misleading about a company.
 
  2.7.4   Release of information about a company that would have the effect of distorting the market in such a way to be considered market abuse.
2.8   Reporting Requirement
 
    Whenever an employee believes that he or she may have come into possession of material or non-public information about a public company, he or she personally must immediately notify the Compliance Department and should not discuss such information with anyone else including Invesco employees and should not engage in transactions for himself or others, including Invesco clients.
 
2.9   Upon receipt of such information the Compliance Department will include the company name on the ‘IVZ Restricted list’ of which no transactions may be entered into. This list will be advised to the Equity dealing desk and no discussion will be entered into. Whenever an employee is aware of the reason why a company has been included on the IVZ Restricted list but nevertheless wishes to deal in a fund which contains the stock of that company, this must be notified to the local Compliance Officer to decide whether the deal will be permitted.
 
2.10   Confidentiality
 
    No information regarding the affairs of any client of Invesco may be passed to anyone outside Invesco unless specifically requested by law, regulation or court order. In any event, the Compliance and Legal Department must be consulted prior to furnishing such information.

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2.11   Employees should maintain the confidentiality of information entrusted to them by the Company and their fellow employees. External publication or distribution of internal company information, policies or procedures is prohibited except when disclosure is properly authorised by the functional owner of the information or legally mandated. Employees should make all reasonable efforts to safeguard such information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties
 
2.12   Sanctions
 
    Any employee who knowingly trades or recommends trading while in possession of material, non-public information may be subject to civil and criminal penalties, as well as to immediate suspension and/or dismissal from Invesco.
3   PERSONAL INVESTING ACTIVITIES, PRE-CLEARANCE AND PRE-NOTIFICATION REQUIREMENTS
3.1   Transactions covered by this Code
 
    All transactions in investments made for Covered Accounts are subject to the pre-clearance procedures, trading restrictions, pre-notification and reporting requirements described below, unless otherwise indicated. For a list of the types of employee and other accounts which fall within the definition of “Covered Accounts” please see Appendix B.
 
3.2   Exempt Investments
 
    Transactions in the following investments (“Exempt Investments”) are not subject to the trading restrictions or other requirements of this Code and need not be pre-cleared, pre-notified or reported:
  3.2.1   Registered unaffiliated (e.g. Schroders) open ended Collective Investment Schemes [CIS] including; mutual funds, open-ended investment companies/ICVCs or unit trusts — but not closed-end funds, e.g. Investment Trusts; and
 
  3.2.2   Securities which are direct obligations of an OECD country (e.g. US Treasury Bills).
3.3   Pre-Clearance
  3.3.1   Prior to entering an order for a Securities Transaction in a Covered Account, the employee must complete a Trade Authorisation Form (available on the Compliance intranet site) and submit the completed form electronically to the Compliance department by e-mail.
 
      The Trade Authorisation Form requires employer to provide certain information and to make certain representations in connection with the specific securities transaction(s).
 
  3.3.2   If satisfactory, then the Form will be authorised by Compliance and confirmation returned by e-mail to the individual, who will then be at liberty to deal through his or her broker within the designated timescales.
 
  3.3.3   No order for a Securities Transaction for which pre-clearance authorisation is sought may be placed prior to the receipt of authorisation from Compliance. The authorisation and date and time of the authorisation must be reflected on the Trade Authorisation Form. The original of the completed form will be kept as part of Invesco’s books and records. Further, the employee is requested to send a copy of the transaction note to their local Compliance Officer in order for it to be matched to the Trade Authorisation Form. Any mismatches will be reported to the Director of European Compliance.
 
  3.3.4   If an employee receives permission to trade a security or instrument, the trade must be executed by the close of business on the next business day, unless the local Compliance Officer’s authorisation to extend this period has been obtained.

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      Permission may be granted to place “Stop loss” and limit orders but only in cases where express clearance for this type of transaction has been granted by Compliance.
 
  3.3.5   Where an employee receives permission to buy or sell Invesco Limited ordinary shares on the basis of a limit or stop loss order, the pre-clearance remains valid for up to two weeks or until the trade takes place if this is sooner; if the trade does not take place within two weeks, employees must notify Compliance again and seek further pre-clearance to trade. If, during this period, employees gain non-public price sensitive information, they must notify compliance immediately and cancel the trade. For those employees who are members of the Blackout Group, normal Blackout restrictions continue to apply; therefore, any such limit or stop loss order which remains outstanding when a closed period starts must be cancelled by the employee. Where trades involving limit or stop loss orders are approved, further pre-clearance is required before these orders can be changed.
 
  3.3.6   For any transaction to buy or sell Invesco Ltd ordinary shares pre clearance needs to be sought from Compliance. The trade authorisation form should be completed in the way detailed above and sent to *UK- Compliance Personal Share Dealing.
3.4   Pre-Notification
  3.4.1   Transactions to buy or sell Venture Capital Trust ordinary securities or to buy, sell, switch or transfer holdings in Invesco Ltd ordinary shares, Invesco funds or investment products or other affiliated schemes are subject to pre-notification directly to the Compliance Department regardless of whether the order is placed directly or through a broker/adviser. The employee must complete the relevant sections of the Trade Authorisation Form which can be found on the Compliance intranet site and send it by e-mail to *UK- Compliance Personal Share Dealing. Transactions are subject to the 60 day holding period requirements.
 
  3.4.2   It will be necessary to send copies of contract notes to the Compliance Department. This must be done within 14 days of the transaction.
3.5   Transactions that do not need to be pre-cleared but must be reported.
 
    The pre-clearance requirements (and the trading restrictions on personal investing described below) do not apply to the following transactions:
  3.5.1   Discretionary Accounts
 
      Transactions effected in any Covered Account over which the employee has no direct or indirect influence or control (a “Discretionary Account”). An employee shall be deemed to have “no direct or indirect influence or control” over an account only if all of the following conditions are met:
  i)   investment discretion for such account has been delegated in writing to an independent fiduciary and such investment discretion is not shared with the employee, or decisions for the account are made by a family member or significant other and not by, or in connection with, the employee;
 
  ii)   the employee (and, where applicable, the family member or significant other) certifies in writing that he or she has not and will not discuss any potential investment decisions with such independent fiduciary or household member; and
 
  iii)   the Compliance Department has determined that the account satisfies the foregoing requirements.
  3.5.2   Governmental Issues

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      Investments in the debt obligations of Federal agencies or of state and municipal governments or agencies, (e.g. Essex Council Electricity Bond).
 
  3.5.3   Non-Volitional Trades
 
      Transactions which are non-volitional on the part of the employee (such as the receipt of securities pursuant to a stock dividend or merger).
 
  3.5.4   Automatic Transactions
 
      Purchases of the stock of a company pursuant to an automatic dividend reinvestment plan or an employee stock purchase plan sponsored by such company.
 
  3.5.5   Rights Offerings
 
      Receipt or exercise of rights issued by a company on a pro rata basis to all holders of a class of security. Employees must, however, pre-clear transactions for the acquisition of such rights from a third party or the disposition of such rights.
 
  3.5.6   Interests in Securities comprising part of a broad-based, publicly traded market basket or index of stocks , e.g. S & P 500 Index, FTSE 100, DAX.
 
  3.5.7   Non-Executive Director’s transactions
 
      Transactions in securities, except for Invesco Ltd shares and/or UK Investment Trusts managed by Invesco, by non-executive Directors.
 
  3.5.8   Note that all of the transactions described in paragraphs 3.5.1. to 3.5.7 while not subject to pre-clearance are nevertheless subject to all of the reporting requirements set forth below in paragraph 7.3.
4   TRADE RESTRICTIONS ON PERSONAL INVESTING
4.1   All transactions in Covered Accounts which are subject to the pre-clearance requirements specified in this Code are also subject to the following trading restrictions:
  4.1.1   Blackout Restrictions
 
      Transactions in Covered Accounts generally will not be permitted during a specific period before and after a client account trades in the same security or instrument.
 
  4.1.2   Blackout Periods
 
      An employee may not buy or sell, or permit any Covered Account to buy or sell, a security or any instrument:
  i)   within three business days before or after the day on which any client account trades in the same security or instrument or in a security convertible into or exchangeable for such security or instrument (including options) on transactions other than those covered under the paragraph below, or
 
  ii)   within two business days before or after the day on which a pro rata “strip” trade, which includes such security, is made for the purpose of rebalancing client accounts.
  4.1.3   Exemptions from Blackout Periods
 
      Blackout periods will no longer apply to equity and corporate bond transactions in “main index” constituents, i.e. FTSE 100, Dow Jones, etc, subject to a cost and proceeds limit of 35.000 EUR per transaction for equities and 70,000 EUR per transaction for corporate bonds. Normal blackout conditions will apply to transactions outside of these criteria. If in any doubt please consult your local Compliance Officer. On a case by case basis and at the discretion of the Compliance Officer in consultation with the Chief Investment Officer, this limit may be relaxed.

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  4.1.4   Trades effected by Invesco for the account of an index fund it manages in the ordinary course of such fund’s investment activity will not trigger the blackout period. However, the addition or removal of a security from an index, thereby triggering an index fund trade, would cause employee trades in such security to be blacked-out for the seven prior and subsequent calendar days, as described above.
 
  4.1.5   In the event there is a trade in a client account in the same security or instrument within a blackout period, the employee may be required to close out the position and to disgorge any profit to a charitable organisation chosen by the local Board of Directors; provided, however, that if an employee has obtained pre-clearance for a transaction and a subsequent client trade occurs within the blackout period, the Chief Executive Officer in consultation with the Compliance Officer, upon a demonstration of hardship or extraordinary circumstances, may determine to review the application of the disgorgement policy to such transaction and may select to impose alternative restrictions on the employee’s position. The disgorgement of profits will only apply if the total profit exceeds 150 EUR within the blackout period.
 
  4.1.6   Invesco Ltd Shares
 
      Pre-clearance is also required to buy or sell Invesco Ltd Shares. For staff who have been advised that they are part of the ‘Blackout Group’, permission will not be given during a ‘closed period’.
 
      Persons within the Blackout Group are determined on a quarterly basis and will be notified that they have been added to or removed from the list.
 
      In line with the Invesco Insider Trading Policy, the Blackout Periods for each quarter commence on 15 March, 15 June, 15 September and 15 December and end on the second business day following the Company’s issue of the relevant earnings release.
 
      Full details of the Invesco Ltd stock transaction Pre-Clearance Guide and restrictions for all employees of Invesco Ltd can be found on the Compliance intranet site.
 
  4.1.7   Invesco Investment Trusts
 
      Staff dealing in Invesco Investment Trusts will also be subject to closed periods as dictated by each of the Trusts.
 
  4.1.8   UK ICVCs, the Offshore Global Product Range (GPR)
 
      and other affiliated schemes are subject to the Short Term Trading restrictions (60 day rule — see 4.1.9). The preferential rate of sales charge allowed to staff will be withdrawn in circumstances where it is apparent that the employee has traded on a short term basis in those shares i.e. where previous transactions by that person have resulted in the short term holding of those investments. Shares of UK ICVCs, the GPR and affiliated schemes will not be accepted for redemption if the funds themselves are closed for redemption due to the effects of subsequent market or currency movements.
 
  4.1.9   Short Term Trading Profits
 
      It is Invesco’s policy to restrict the ability of employees to benefit from short-term trading in securities and instruments. Employees must disgorge profits made on the sale by an employee of any security or instrument held less than 60 days and will not be permitted to purchase any security or instrument that has been sold by such employee within the prior 60 days. Employees are required to disgorge profits made on the sale in a Covered Account within the 60 days period. Exceptions may be granted by the Compliance Department on a case by case basis. This policy applies to trading in all types of securities and instruments, except where in a particular case the local Chief Executive Officer in consultation with the Compliance Officer has made a specific finding of hardship and it can be demonstrated that no potential abuse or conflict is presented (for example, when an employee’s request to sell a security purchased within 60 days prior to the request is prompted by a major corporate or market event, such as a tender offer, and the security was not held in client accounts). This section (4.1.9) will not apply to Financial Spread Betting

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      transactions which have been approved under the Exceptions section (4.1.16) of this Policy.
 
  4.1.10   Initial Public Offerings
 
      No employee may purchase or permit any Covered Account to purchase a security offered pursuant to an initial public offering, wherever such offering is made except in a Venture Capital Trust. However, in certain circumstances an employee may be permitted to buy an IPO for example where the public offering is made by a Government of where the employee is resident and different amounts of the offering are specified for different investor types e.g. private and institutional, the local Compliance Officer may allow such purchases after consultation with the local Chief Executive Officer or his designee.
 
  4.1.11   Privately-Issued Securities
 
      Employees may not purchase or permit a Covered Account to purchase or acquire any privately-issued securities, other than in exceptional cases specifically approved by the local Chief Executive Officer (e.g. where such investment is part of a family-owned and operated business venture that would not be expected to involve an investment opportunity of interest to any Invesco client). Requests for exceptions should be made in the first instance to the local Compliance Officer.
 
  4.1.12   Private Investment Funds
 
      Employees, however, may invest in interests in private investment funds (i.e. hedge funds) that are established to invest predominantly in public securities and instruments, subject to the pre-clearance procedures, trading restrictions and reporting requirements contained in this Code. Employees may also invest in residential co-operatives and private recreational clubs (such as sports clubs, country clubs, luncheon clubs and the like) for their personal use; such investments are not subject to the pre-clearance procedures, trading restrictions and reporting requirements unless the employee’s investing is part of a business conducted by the employee. Such ownership should be reported to the Compliance Officer.
 
  4.1.13   Short Sales
 
      An employee may not sell short a security unless this is specifically related to personal taxation issues. Requests for exceptions should be made to the local Compliance Officer.
 
  4.1.14   Financial Spread Betting
 
      Employees may not enter into Financial Spread betting arrangements unless they have applied in writing to do so under the Exceptions section of this Policy (4.1.16) and have received written confirmation that this is permitted. Exceptions will not be granted for Financial Spread Betting on single stocks but, depending on the circumstances, spread betting on Exchange Rates, Main Indices and Government Bonds may be allowed on an exceptions basis.
 
  4.1.15   Futures
 
      Employees may not write, sell or buy exchange-traded futures, synthetic futures, swaps and similar non-exchange traded instruments.
 
  4.1.16   Exceptions
 
      The Chief Executive Officer or his designee in consultation with the Compliance Officer may in on a case by case basis grant exceptions from these trading restrictions upon written request. Any exceptions granted will be reported to the local Board of Directors at least annually. Additionally if a local Board or its designee wish to impose additional restrictions these should be communicated to the staff.

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5   ECONOMIC OPPORTUNITIES, CONFIDENTIALITY AND OUTSIDE DIRECTORSHIPS
5.1   Monitoring the use of the name of Invesco
 
    To be able to fully monitor the appearance of the name of Invesco, any employee’s activities on behalf of Invesco such as the participation in an industry body or an external consulting group need to be pre-cleared to the local Compliance Officer and the local CEO.
 
5.2   Avoiding conflicts of interests
 
    In order to reduce potential conflicts of interest arising from the participation of employees on the boards of directors of public, private, non-profit and other enterprises, all employees are subject to the following restrictions and guidelines:
  5.2.1   An employee may not serve as a director of a public company without the approval of the local Chief Executive Officer after consultation with the local Compliance Officer, with the exception of approved industry associations.
 
  5.2.2   An employee may serve on the board of directors or participate as an adviser or otherwise, or advisers of a private company only if:
  (i)   client assets have been invested in such company and having a seat on the board would be considered beneficial to our clients interest; and
 
  (ii)   service on such board has been approved in writing by the local Chief Executive Officer. The employee must resign from such board of directors as soon as the company contemplates going public, except where the local Chief Executive Officer in consultation with the Compliance Officer has determined that an employee may remain on a board. In any event, an employee shall not accept any compensation for serving as a director (or in a similar capacity) of such company; any compensation offered shall either be refused or, if unable to be refused, distributed pro rata to the relevant client accounts.
  5.2.3   An employee must receive prior written permission from the Chief Executive Officer or his designee before serving as a director, trustee or member of an advisory board of either:
  (i)   any non-profit or charitable institution; or
 
  (ii)   a private family-owned and operated business.
  5.2.4   An employee may serve as an officer or director of a residential co-operative, but must receive prior written permission from the local Chief Executive Officer and the local Compliance Department before serving as a director if, in the course of such service, he or she gives advice with respect to the management of the co-operative’s funds.
 
  5.2.5   If an employee serving on the board of directors or advisers of any entity comes into possession of material, non-public information through such service, he or she must immediately notify the local Compliance Officer.
 
  5.2.6   An Invesco employee shall not take personal advantage of any economic opportunity properly belonging to an Invesco Client or to Invesco itself. Such opportunities could arise, for example, from confidential information belonging to a client or the offer of a directorship. Employees must not disclose information relating to a client’s intentions, activities or portfolios except:
  i)   to fellow employees, or other agents of the client, who need to know it to discharge their duties; or
 
  ii)   to the client itself.
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  5.2.7   Employees may not cause or attempt to cause any Client to purchase, sell or hold any Security in a manner calculated to create any personal benefit to the employee or Invesco.
 
  5.2.8   If an employee or immediate family member stands to materially benefit from an investment decision for an Advisory Client that the employee is recommending or participating in, the employee must disclose that interest to persons with authority to make investment decisions and to the local Compliance Officer. Based on the information given, a decision will be made on whether or not to restrict the employee’s participation in causing a client to purchase or sell a Security in which the employee has an interest.
 
  5.2.9   An employee must disclose to those persons with authority to make investment decisions for a Client (or to the Compliance Officer if the employee in question is a person with authority to make investment decisions for the Client), any Beneficial Interest that the employee (or immediate family) has in that Security or an Equivalent Security, or in the issuer thereof, where the decision could create a material benefit to the employee (or immediate family) or the appearance of impropriety. The person to whom the employee reports the interest, in consultation with the Compliance Officer, must determine whether or not the employee will be restricted in making investment decisions.
6   CLIENT INVESTMENTS IN SECURITIES OWNED BY INVESCO EMPLOYEES
 
6.1   General principles
 
    In addition to the specific prohibitions on certain personal securities transactions as set forth herein, all employees are prohibited from:
  6.1.1   Employing any device, scheme or artifice to defraud any prospect or client;
 
  6.1.2   Making any untrue statement of a material fact or omitting to state to a client or a prospective client, a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
 
  6.1.3   Engaging in any act, practice or course of business which operates or would operate as a fraud or deceit upon any prospect or client;
 
  6.1.4   Engaging in any manipulative practice with respect to any prospect or client; or
 
  6.1.5   Revealing to any other person (except in the normal course of his or her duties on behalf of a client) any information regarding securities transactions by any client or the consideration of any client or Invesco of any securities transactions.
7   REPORTS
 
7.1   In order to implement the general principles, restrictions and prohibitions contained in this Code, each Employee is required to provide the following reports:
 
7.2   Initial Certification and Schedules . This Code forms part of an employee s contract of employment and any breach may be grounds for disciplinary action up to and including summary dismissal.
  7.2.1   On commencing employment at Invesco, each new employee shall receive a copy of the Code via electronic means and will be expected to confirm that they understand and accept this Code within their first month of employment.
 
  7.2.2   New employees are also required on commencement of employment to provide the following to the Compliance Department:
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  (i)   A list of all Covered Accounts and
 
  (ii)   Details of any directorships (or similar positions) of for-profit, non-profit and other enterprises.
7.3   Confirmations
  7.3.1   Each employee shall cause to be provided to the Compliance Department where an outside broker undertakes the transaction duplicate copies of confirmations of all transactions in each Covered Account.
7.4   Annual Certification
Annual acceptance of the Code is normally submitted electronically and requires the employee to provide an up-to-date list of:
  i)   all Covered Accounts and any other transactions not included in the monthly statements; and
 
  ii)   directorships (or similar positions) of for-profit, non-profit and other enterprises.
 
  iii)   trades undertaken for which contract notes/confirmations have not been provided to the Compliance Department;
 
  iv)   potential conflicts of interest identified which have not yet been reported to the Compliance Department;
 
  v)   potential Treating Customers Fairly issues identified which have not yet been reported to the Compliance Department.
  7.4.1   A schedule listing directorships (or similar positions) of for-profit, non-profit and other enterprises;
 
  7.4.2   With respect to Discretionary Accounts, if any, certifications that such employee does not discuss any investment decisions with the person making investment decisions; and
 
  7.4.3   With respect to any non-public security owned by such employee, a statement indicating whether the issuer has changed its name or publicly issued securities during such calendar year.
7.5   Exempt Investments
 
    Confirmations and periodic reports need not be provided with respect to Exempt Investments, (see 3.2).
 
7.6   Disclaimer of Beneficial Ownership
 
    Any report required under this Code may contain a statement that such report is not to be construed as an admission by the person making the report that he or she has any direct and indirect beneficial ownership of the security to which the report relates.
 
7.7   Annual Review
 
    The Director of European Compliance in consultation with the local Compliance Officers will review the Code as necessary, in light of legal and business developments and experience in implementing the Code, and will prepare a report to the relevant management committee that:
  7.7.1   summarizes existing procedures concerning personal investing and any changes in the procedures made during the past year,
 
  7.7.2   identifies any violations requiring significant remedial action during the past year, and
 
  7.7.3   identifies any recommended changes in existing restrictions or procedures based on the experience under the Code, evolving industry practices, or developments in applicable laws or regulations.
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8   TRAINING REQUIREMENTS
 
    In order to make sure that every employee is fully aware of the current rules and guidelines as well as changes in the local regulatory environment, he has to participate in compliance and anti money laundering training at least once a year. Several of these training events will be provided in the local offices by the Compliance Officer and the AML Officer.
9   MISCELLANEOUS
 
9.1   Interpretation
 
    The provisions of this Code will be interpreted by the local Compliance Officer, as applicable. Questions of interpretation should be directed in the first instance to the local Compliance Officer or his/her designee or, if necessary, with the Compliance Officer of another Invesco entity. The interpretation of the local Compliance Officer is final.
 
9.2   Sanctions
 
    If advised of a violation of this Code by an employee, the local Chief Executive Officer (or, in the case of the local Chief Executive Officer, the local Board of Directors) may impose such sanctions as are deemed appropriate. Any violations of this Code and sanctions therefore will be reported to the local Board of Directors at least annually.
 
9.3   Effective Date
 
    This revised Code shall become effective as of 1 March 2011 .
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Specific Provisions for employees of Invesco Real Estate GmbH and employees associated with Real Estate transactions undertaken by Invesco:
10   Guidelines for Compliance in Real Estate Investments
 
11.1   The purpose of this section is to ensure all personal real estate transactions of employees are conducted
    to place the interests of Invesco’s clients first,
 
    to avoid any actual, potential or appearance of a conflict of interest,
 
    to avoid any abuse of an employee’s position of trust and responsibility and
 
    to avoid the possibility that employees would take inappropriate advantage of their positions.
11.2   The requirements in these sections are an addition to rather than a substitute of all other requirements made in the Code of Ethics.
Restrictions
Any employee who:
    knowingly invests in real estate or recommends investments in real estate while in possession of material, non-public information,
 
    informs somebody (outside of Invesco or the client) about a real estate investment or about a client using information he has received through his employment with Invesco
may be subject to civil and criminal penalties, as well as to immediate suspension and/or dismissal from Invesco.
These restrictions also apply to investments undertaken by third parties on the employee’s account or by the employee for another person.
Definition
‘Material information’ is any information about a real estate investment which, if disclosed, is likely to affect the market price of a real estate investment. Examples of information which should be presumed to be “material” are matters such as income from property, pollution of the premises, earnings estimates of a real estate project development plans or changes of such estimates, or forthcoming transformation of land into building land prior to public planning.
‘Non-public information’ is information that is not provided by publicly available sources. Information about a real estate investment is considered to be non-public if it is received under circumstances which indicate that such information may be attributable, directly or indirectly, to any party involved in the real estate project or its insiders, or that the recipient knows to have been furnished by someone in breach of a fiduciary duty. An example of non-public information related to real estate investments is the desire or need of a client to sell a real estate investment.
In particular, the following activities must not be entered into without carefully ensuring that there are no implications of insider trading and no appearance of a conflict of interest:
  1.   Personally investing in real estate for a client when another client or a business partner of Invesco is involved in setting up and selling the investment. I.e. as an intermediary or a financier.
 
  2.   Entering into a private real estate transaction when any cost or fees brought forth by it are other than at arm’s length.
 
  3.   Taking personal advantage of any economic opportunity properly belonging to an Invesco Client or to Invesco itself.
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  4.   Investing in real estate for a client where Invesco has access to information which may be price sensitive.
 
  5.   Manipulation of the market through the release of information to regular market users which is false or misleading about a company or a real estate investment.
 
  6.   Release of any information (except in the normal course of his or her duties as an employee of Invesco) about a client’s considerations of a real estate investment.
 
  7.   Personally engaging in real estate investments and thereby using information received through the employment with Invesco.
Personal Investing Activities, Pre-Clearance and Pre-Notification
Prior to engaging in any private real estate transaction the employee must fully disclose the transaction to the local compliance officer along with details of any non-public information held by the employee. Further detail may be requested by Compliance including an independent valuation or confirmation of purchase price.
It will only be permitted if it is not contrary to the interests of Invesco or the clients of Invesco. In the event that such an engagement was entered into before the employee has joined Invesco and it is a commercial investment (not inhabited by the employee or family members), it must be disclosed upon employment.
Disclosure of the transaction is also required if the employee acts as an authorised agent or if the transaction is undertaken by a third party for the account of the employee.
Compliance will without delay inform the employee about the decision. If the permission for a particular investment is given, a time limit of one year applies to the actual engagement in this specific investment.
Exemptions
If investment discretion for an investment has been delegated in writing to an independent fiduciary and such investment discretion is not shared with the employee, or decisions for the account are made by a family member or significant other and not by, or in connection with, the employee.
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APPENDIX A
Page 1 of 2
Procedures to deal for Invesco Europe
1   The procedures to deal are as follows:
  A:     Obtain the Pre-Clearance Trade Authorisation Form from the “forms” section of the Compliance Intranet site.
 
  B:    Complete Trade Authorisation Form noting:
  i)   permission sought to either buy or sell;
 
  ii)   the amount in shares or currency;
 
  iii)   is the transaction an Invesco ICVC/ISA/GPR or affiliated scheme — yes or no — if yes, then you will have to submit your pre-clearance form to *UK— Compliance Personal Share Dealing e-mail group — if no, then pre-clearance is not required;
 
  iv)   type of security;
 
  v)   name of company or other;
 
  vi)   date of request to deal;
 
  vii)   name of beneficial owner; and
 
  viii)   address of beneficial owner.
  Then complete each of the questions in connection with the transaction you require completed — “yes” or “no” answers will be required.
  C:     For Venture Capital Trust ordinary securities or for Invesco ICVC/ISA/GPR Trades, you should now only complete section Two. Once you have answered both questions, the pre-clearance form must be submitted to the e-mail *UK— Compliance Personal Share Dealing — Compliance will review the prospective transaction and revert to you by e-mail. Once you have received this confirmation e-mail you are free to deal. However, the trade must be completed by the end of the next business day from the date of confirmation. If dealing is not completed in this time frame, then additional pre-clearance MUST be sought via the same process.
 
  D:     If you wish to sell/buy Invesco shares you should complete Section two as noted above.
 
  E:     For Equity, Bond or Warrant deals, you should now only complete section Three. Once you have answered these questions, the pre-clearance form must be submitted to the e-mail *UK— Compliance Personal Share Dealing — Compliance will review the prospective transaction and revert to you by e-mail. Once you have received this confirmation e-mail you are free to deal. However, the trade must be completed by the end of the next business day from the date of confirmation. If dealing is not completed in this time frame, then additional pre-clearance MUST be sought via the same process.
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APPENDIX A
Page 2 of 2
  NB   Permission to deal will not be granted retrospectively. Deals undertaken without permission will be brought to the Compliance Officer’s attention, by a review of the personal share dealing register, for discussion with the person concerned.
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APPENDIX B
DEFINITIONS
1.   Advisory Client’ means any client (including both investment companies and managed accounts) for which Invesco serves as an investment adviser, renders investment advice, or makes investment decisions.
 
2   ‘Beneficial Interest’ means the opportunity to share, directly or indirectly, in any profit or loss on a transaction in Securities, including but not limited to all joint accounts, partnerships and trusts.
 
3   ‘Covered Accounts’ means:
  3.1   any account/securities held by you, or your family, while an employee;
 
  3.2   accounts/securities held by you for the benefit of your spouse, significant other, or any children or relatives who share your home;
 
  3.3   accounts/securities for which you have or share, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise:
  (i)   voting power (which includes power to vote, or to direct the voting of, a security), or
 
  (ii)   investment power (which includes the power to dispose, or to direct the disposition) of a security; or
  3.4   accounts/securities held by any other person to whose support you materially contribute or in which, by reason of any agreement or arrangement, you have or share benefits substantially equivalent to ownership, including, for example:
  (i)   arrangements (which may be informal) under which you have agreed to share the profits from an investment, and
 
  (ii)   accounts maintained or administered by you for a relative (such as children or parents) who do not share your home.
  3.5   Families include husbands and wives, significant other, sons and daughters and other immediate family only where any of those persons take part in discussion or passing on of investment information.
4.   ‘Employee’ means a person who has a contract of employment with, or employed by, Invesco UK or any associated Invesco Company within Europe; including consultants, contractors or temporary employees.
 
5.   ‘Equivalent Security’ means any Security issued by the same entity as the issuer of a security, including options, rights, warrants, preferred stock, restricted stock, bonds and other obligations of that company.
 
6.   ‘Fund’ means an investment company for which Invesco serves as an adviser or subadviser.
 
7.   ‘High quality short-term debt instruments’ means any instrument having a maturity at issuance of less than 366 days and which is treated in one of the highest two rating categories by a Nationally Recognised Statistical Rating Organisation, or which is unrated but is of comparable quality.
 
8.   ‘Independent Fund Director’ means an independent director of an investment company advised by Invesco.
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9.   ‘Initial Public Offering’ means any security which is being offered for the first time on a Recognised Stock Exchange.
 
10.   ‘Open-Ended Collective Investment Scheme’ means any Open-ended Investment Company, US Mutual Fund, UK ICVC or Irish Unit Trust, Luxembourg SICAV, French SICAV or Bermuda Fund.
 
11.   ‘Securities Transaction’ means a purchase of or sale of Securities.
 
12.   ‘Security’ includes stock, notes, bonds, debentures and other evidences of indebtedness (including loan participations and assignments), limited partnership interests, investment contracts, and all derivative instruments, such as options and warrants.
 
13.   " UK ICVC and affiliate schemes” defined as all UK domiciled retail Invesco ICVCs, all Invesco Continental European domestic ranges and all Invesco Ireland and Luxembourg SICAVs and Unit Trusts.
 
14.   “Main Index” defined as a member of the FTSE 100 or equivalent. The equivalency will be determined by the European Director of Compliance on a case by case basis.
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APPENDIX C
Personal Account Dealing Guidance
(GRAPHIC)
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APPENDIX C
Personal Account Dealing Guidance
PRE-CLEARANCE AND
PRE-NOTIFICATION PROCESS:
1 Before transaction:
Complete a trade authorisation form. Mail it to: “*UK- Compliance Personal Share Dealing” , Your request is examined within short delays.
2 Then, do your trade!
NB: For Invesco Ltd Shares, on a basis of a limit or stop-loss order, the pre-clearance response has 14days validity
3 After transaction:
Don’t forget to collect the trade confirmation from your bank/broker, And within 10days of settlement, send it by mail or fax to “* UK- compliance Personal Share Dealing ” .
GENERAL REPORTING
REQUIREMENT:
Reports MUST be signed-off and sent to “*UK- Compliance Personal Share Dealing“I Even for employees who do not hold any Reportable Securities
1 Regular reports:
Trade confirmation of each transaction,
>Whether the transaction had to be pre cleared/noticed or not.
> Whithin 10calender days of settlement of each transaction involving Reportable Security.
2 Periodic reports:
A quarterly transaction report, of all transactions for the quarter, within 30days after the end of each quarter.

An annual holding report, within 30days after the end of the year.
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GENERAL POINTS:
1) Investments advices to family or close relatives:
For anyone else who lives in household employee, any family members whose transactions in company securities are directed by or subject to an Invesco employee influence or control, personal trading policy applies and Invesco employee is responsible!!
2A) Covered account:
Account in which employee has direct or indirect financial interest, control, and in which securities are held for its direct or indirect benifit.
2B) Discretionary account:
Which investment decision has been delegated (written agreement to be provided by Compliance). Transactions in such accounts are no subject to preclearance/notification but have to be reported.
3) Exceptions to trading restrictions:
The Chief Executive Officer (or his designee) in consultation with the Compliance Officer may (in on a case by case basis) grant exceptions from any restrictions upon written request.
4)Black-out periods:
>What: It means no trade on covered account permitted during specific periods.

> When: It appears within 3days before or after any client account trades in the same security; and the 15th of march, June,September, December until the 2nd business day of each next months.

> Who: It applies now only to employees who regularly have access to material non public information. (a list is transmitted and updated to concerned, every quarter).
5) Short term trading profits:
Any security must be held at least 60days! Invesco policy restrict the ability of employees to benefit from short-term trading in securities and instruments. Employees must disgorge profits made on the sale by an employees of any security or instrument held less than 60 days and will not be permitted to purchase any security or instrument that has been sold by such employee within the prior 60 days.
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(INVESCO LOGO)
Invesco Ltd. Code of Conduct
A. Introduction
Our company’s Mission “Helping People Worldwide Build Their Financial Security” is a logical starting point for our Code of Conduct. To help guide us in achieving our Mission, Invesco has developed the following set of Principles:
    We are passionate about our clients’ success
 
    We earn trust by acting with integrity
 
    People are the foundation of our success
 
    Working together, we achieve more
 
    We believe in the continuous pursuit of performance excellence
This Code of Conduct (“Code of Conduct” or “Code”) has been created to assist us in accomplishing our Mission. It contains a number of policies and standards which, when taken together, are designed to help define the essence of the conduct of an Invesco representative. These policies and standards are also intended to provide guidance to Invesco personnel in fulfilling their obligations to comply with applicable laws, rules and regulations (“applicable laws”). This Code of Conduct applies to all officers and other employees of Invesco and its subsidiaries (collectively, “Covered Persons”).
Our Principles also help define the Invesco culture. In practice, this means that our clients’ interests must always come first, that Covered Persons should treat each other with respect and consideration, and that Invesco should participate as a responsible corporate citizen in every community in which it operates. This commitment is a vital part of our achieving our principal responsibility as a publicly-held company: producing a fair return on our shareholders’ capital.
This Code of Conduct contains broad and general principles that supplement the specific policies, procedures and training within each business unit of Invesco.

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B. Statement of General Principles
Invesco operates in a highly-regulated and complex environment. There are numerous layers of overlapping, and occasionally conflicting, laws, customs and local practices. This Code of Conduct was designed to provide all of us who are part of Invesco with a clear statement of our firm’s ethical and cultural standards.
Generally, we serve our clients as fiduciaries. Fiduciary businesses are generally held to a higher standard of conduct than other businesses, and as such there are special obligations that apply. The following key duties and principles govern our conduct as fiduciaries:
    Best interests of clients — As fiduciaries, we have a duty to act with reasonable care, skill and caution in the best interests of our clients, and to avoid conflicts of interest.
 
    Global fiduciary standards — Invesco seeks to maintain the same high fiduciary standards throughout the world, even though those standards may not be legally required, or even recognized, in some countries.
 
    Client confidentiality — We must maintain the confidentiality of information relating to the client, and comply with the data protection requirements imposed by many jurisdictions.
 
    Information — Clients must be provided with timely and accurate information regarding their accounts.
 
    Segregation and protection of assets — Processes must be established for the proper maintenance, control and protection of client assets. Fiduciary assets must be segregated from Invesco assets and property.
 
    Delegation of duties — Fiduciary duties should be delegated only when the client consents and where permitted by applicable law. Reasonable care, skill and caution must be exercised in the selection of agents and review of their performance.
 
    Client guidelines — Invesco is responsible for making investment decisions on behalf of clients that are consistent with the prospectus, contract, or other controlling document relating to the client’s account.
 
    Relations with regulators — We seek relationships with regulators that are open and responsive in nature.

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C. General Conduct
1. Fair and Honest Dealing
Covered Persons shall deal fairly and honestly with Invesco’s shareholders, customers, suppliers, competitors and employees. Covered Persons shall behave in an ethical manner and shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
2. Anti-Discrimination and Harassment
Invesco is committed to providing a work environment that is free of discrimination and harassment. Such conduct, whether overt or subtle, is demeaning, may be illegal, and undermines the integrity of the employment relationship.
Sexual harassment can include unwelcome sexual advances, requests for sexual favors, pressure to engage in a sexual relationship as a condition of employment or promotion, or conduct which creates a hostile or offensive work environment.
Discrimination can take many forms including actions, words, jokes, or comments based upon an individual’s race, citizenship, ethnicity, color, religion, sex, veteran status, national origin, age, disability, sexual orientation, marital status or other legally protected characteristic. Any Covered Person who engages in harassment or discrimination will be subject to disciplinary action, up to and including termination of employment.
3. Electronic Communications
The use of electronic mail, the Internet and other technology assets is an important part of our work at Invesco. Used improperly, this technology presents legal and business risks for the company and for individual employees. There are also important privacy issues associated with the use of technology, and related regulations are evolving.
In accordance with Invesco’s IT Systems: Acceptable Use policies, all Covered Persons are required to use information technology for proper business purposes and in a manner that does not compromise the confidentiality of sensitive or proprietary information. All communications with the public, clients, prospects and fellow employees must be conducted with dignity, integrity, and competence and in an ethical and professional manner.
We must not use information technology to: transmit or store materials which are obscene, pornographic, or otherwise offensive; engage in criminal activity; obtain unauthorized access to data or files; commit copyright violations; install personal software without permission; or make Internet statements, without permission, that suggest that the user is speaking on behalf of Invesco or its affiliates.

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4. Substance Abuse
Invesco is committed to providing a safe and healthy work place for all employees. The use, possession, sale, transfer, purchase, or being “under the influence” of drugs at any time while on company premises or on company business is prohibited. The term “drug” includes alcoholic beverages (other than in connection with entertainment events, or in other appropriate settings), prescriptions not authorized by your doctor, inhalants, marijuana, cocaine, heroin and other illegal substances.
5. Political Activities and Lobbying
Covered Persons, as private citizens, are encouraged to exercise their rights and duties in any political or civic process. For example, voting in elections for which they are eligible, or making contributions supporting candidates or parties of their choice.
Invesco does not make political contributions with corporate funds. No Covered Person may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company.
In the United States, Invesco does support a Political Action Committee.
D. Conflicts of Interest
Invesco and its Covered Persons must adhere to the highest standards of honest and ethical conduct. A conflict of interest exists when a Covered Person acts in a manner that is not in the best interests of Invesco, our clients, or our shareholders. Often, this is because the Covered Person or someone with whom they have a close personal relationship (e.g. a relative or friend) will benefit personally.
All Covered Persons must act in a manner that is in the best interests of Invesco, our clients, and our shareholders and must avoid any situation that gives rise to an actual or apparent conflict of interest. At no time may a Covered Person use Invesco property, information, or their position to profit personally or to assist others in profiting at the expense of the company, to compete with Invesco, or to take advantage of opportunities that are discovered in the course of serving Invesco.
All Covered Persons shall promptly communicate to the applicable member of the Legal and Compliance Department any material transaction, relationship, or situation that reasonably could be expected to give rise to a conflict of interest so that the company and the Covered Person may take steps to minimize the conflict.
While not all-inclusive, the following sections describe in more detail key areas where real or perceived conflicts of interest can arise.
1. Outside Activities and Compensation
No Covered Person shall perform work or render services for any competitor of Invesco or for any organization with which Invesco does business, or which seeks to do

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business with Invesco, outside of the normal course of his or her employment with Invesco, without the prior written approval of the company. Nor shall any such person be a director, officer, or consultant of such an organization, or permit his or her name to be used in any fashion that would tend to indicate a business connection with such organization, without such approval. Outside organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. With the above approval, Covered Persons may receive compensation for such activities.
Service with organizations outside of Invesco can, however, raise serious regulatory issues, including conflicts of interest and access to material non-public information.
As an outside board member or officer, a Covered Person may come into possession of material non-public information about the outside company or other public companies. It is critical that a proper information barrier be in place between Invesco and the outside organization, and that the Covered Person does not communicate such information to other Covered Persons in violation of the information barrier.
Similarly, Invesco may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Covered Person must not be involved in any way in the business relationship between Invesco and the outside organization.
Invesco retains the right to prohibit membership by Covered Persons on any board of directors/trustees or as an officer of an outside organization where such membership might conflict with the best interests of the company. Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if these issues can be satisfactorily resolved.
2. Personal Trading
Purchasing and selling securities in a Covered Person’s own account, or accounts over which the Covered Person has access or control, particularly in securities owned by client accounts, can give rise to potential conflicts of interest. As fiduciaries, we are held to the highest standards of conduct. Improperly gaining advance knowledge of portfolio transactions, or conducting securities transactions based upon information obtained at Invesco, can be a violation of those standards.
Every Covered Person must also comply with the specific personal trading rules in effect for the Covered Person’s business unit.
3. Information Barriers and Material Non-Public Information
In the conduct of our business, Covered Persons may come into possession of material non-public information. This information could concern an issuer, a client, a portfolio, the market for a particular security, or Invesco itself. The Board of Directors of the company has adopted an Insider Trading Policy (“Insider Trading Policy”) which applies to all Covered Persons. The Insider Trading Policy prohibits all Covered Persons from

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using such information in ways that violate the law, including for personal gain. Non-public information must be kept confidential, which may include keeping it confidential from other Covered Persons. The purchase or sale of Invesco’s securities or the securities of other publicly-traded companies while aware of material nonpublic information about such company, or the disclosure of material nonpublic information to others who then trade in such company’s securities, is prohibited by this Code of Conduct and by United States and other jurisdictions’ securities laws.
With regard to Invesco securities, the Insider Trading Policy, among other provisions, prohibits directors, officers, and other Covered Persons who are deemed to have access to material, non-public information relating to the company from trading during specified Blackout Periods (as defined therein). All Covered Persons should review the Invesco Insider Trading Policy carefully and follow the policies and procedures described therein. The failure of a Covered Person to comply with the company’s Insider Trading Policy may subject him or her to company-imposed sanctions, up to and including termination for cause, whether or not the failure to comply results in a violation of law. Please contact an appropriate member of the Legal and Compliance Department on any questions regarding this subject and the company’s Insider Trading Policy.
4. Gifts and Relationships with Customers and Suppliers
Invesco seeks to do business with clients and suppliers on a fair and equitable basis. We may not accept or provide gifts of other than nominal value, or lavish entertainment, or other valuable benefits or special favors to or from customers or suppliers. We must observe any limits imposed by our business unit’s policies, local laws, or regulations with respect to the acceptance or provision of gifts and entertainment.
E. Compliance with Applicable Laws
Invesco strives to ensure that all activity by or on behalf of Invesco is in compliance with applicable laws. As Invesco operates in major countries and securities markets throughout the world, we have a duty to comply with applicable laws of the jurisdictions in which we operate. While not exhaustive, this section describes several areas where such legislation may exist.
1. Anti-Bribery and Dealings with Governmental Officials
Special care must be taken when dealing with government customers. Activities that might be appropriate when working with private sector customers may be improper and even illegal when dealing with government employees, or when providing goods and services to another customer who, in turn, will deliver the company’s product to a government end user. Many of the countries in which Invesco conducts its business prohibit the improper influencing of governmental officials or other persons by the

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payment of bribes, gifts, political contributions, lavish hospitality or by other means. Our policy requires adherence to those restrictions.
Do not directly or indirectly promise, offer or make payment in money or anything of value to anyone, including a government official, agent or employee of a government, political party, labor organization or business entity or a candidate of a political party, or their families, with the intent to induce favorable business treatment or to improperly affect business or government decisions. This policy prohibits actions intended either to influence a specific decision or merely to enhance future relationships. In general, all travel and entertainment that Covered Persons provide to governmental officials must be pre-approved within the appropriate business unit. If approved, a written confirmation that such expenses do not violate local law must be obtained from an appropriate third party (e.g., the business unit’s legal counsel or the government official’s supervisor).
Covered Persons shall comply with applicable laws governing political campaign finance and lobbying activities and shall not engage in any conduct that is intended to avoid the application of such laws to activities undertaken on Invesco’s behalf. In addition, appropriate executive officers shall monitor compliance with lobbyist registration and disclosure requirements by all individuals who act on behalf of Invesco.
These prohibitions extend to any consultants or agents we may retain on behalf of Invesco.
2. Anti-Money Laundering
In the global marketplace, the attempted use of financial institutions and instruments to launder money is a significant problem that has resulted in the passage of strict laws in many countries. Money laundering is the attempt to disguise money derived from or intended to finance illegal activity including drug trafficking, terrorism, organized crime, fraud, and many other crimes. Money launderers go to great lengths to hide the sources of their funds. Among the most common stratagems are placing cash in legitimate financial institutions, layering between numerous financial institutions, and integrating the laundered proceeds back into the economy as apparently legitimate funds.
All Covered Persons must be vigilant in the fight against money laundering, and must not allow Invesco to be used for money laundering. Each business unit has developed an anti-money laundering program that is consistent with Invesco’s policy. Each Covered Person must comply with the applicable program.
3. Antitrust
The laws of many countries are designed to protect consumers from illegal competitive actions such as price fixing and dividing markets. It is Invesco’s policy and practice to compete based on the merits of our products and services. In order to further that policy, Covered Persons must not fix or control prices with competitors, divide up territories or markets, limit the production or sale of products, boycott certain suppliers

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or customers, unfairly control or restrict trade in any way, restrict a competitor’s marketing practices, or disparage a competitor. Covered Persons must never discuss products, pricing or markets with competitors with the intent to fix prices or divide markets.
4. International Issues
If you conduct business for Invesco outside of the U.S., in addition to being familiar with the local laws of the other countries involved, be sure you are familiar with the following U.S. laws and regulations. Violations of these laws can result in substantial fines, imprisonment and severe restrictions on the company’s ability to do business.
Foreign Corrupt Practices Act
The United States Foreign Corrupt Practices Act (FCPA) and similar laws in many other countries have a variety of provisions that regulate business in other countries and with foreign citizens. In essence, these laws make it a crime to promise or give anything of value to a foreign official or political party in order to obtain or keep business or obtain any improper advantage. It is also illegal to make payments to agents, sales representatives or other third parties if you have reason to believe your gift will be used illegally. Seek advice from the appropriate member of the Legal and Compliance Department for interpretation of the FCPA or similar laws if you are involved in any business dealings that involve foreign countries.
Anti-Boycott Laws
From time to time, various countries may impose restrictions upon the ability of businesses in their jurisdiction to engage in commerce with designated individuals, countries or companies. These laws are commonly referred to as boycotts or trade embargoes. It may be against the law to cooperate in any boycotts between foreign countries not sanctioned by the laws of the place where your office is located. All requests for boycott support or boycott-related information must be reported to your supervisor and the member of the Legal and Compliance Department with responsibility for your office.
Similarly, many countries contribute the names of criminal or terrorist organizations or individuals to a common database and require financial institutions to screen customer lists against the database as part of their “Know Your Customer” obligations. We must be aware of, and where appropriate, adhere to any such restrictions.
Embargo Sanctions
The United States Treasury Department’s Office of Foreign Assets Control prohibits U.S. companies and their foreign subsidiaries from doing business with certain countries and agencies and certain individuals. The laws of other countries may have similar types of prohibitions. The regulations vary depending on the country and the

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type of transaction and often change as countries’ foreign policies change. If you are aware of any sensitive political issues with a country in which Invesco is doing or considering doing business, seek advice from the appropriate member of the Legal and Compliance Department.
F. Information Management
1. Confidential Information
Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. All information (in any form, including electronic information) that is created or used in support of company business activities is the property of Invesco. This company information is a valuable asset and Covered Persons are expected to protect it from unauthorized disclosure. This includes Invesco customer, supplier, business partner, and employee data. United States (federal and state) and other jurisdictions’ laws may restrict the use of such information and impose penalties for impermissible use or disclosure.
Covered Persons must maintain the confidentiality of information entrusted to them by the company or its customers, vendors or consultants except when disclosure is properly authorized by the company or legally mandated. Covered Persons shall take all reasonable efforts to safeguard such confidential information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties.
Information pertaining to Invesco’s competitive position or business strategies, and information relating to negotiations with Covered Persons or third parties, should be protected and shared only with Covered Persons having a need to know such information in order to perform their job responsibilities.
2. Data Privacy
Data privacy, as it relates both to our clients and our employees, has become a major political and legal issue in many jurisdictions in which we do business. A variety of laws in each of those jurisdictions governs the collection, storage, dissemination, transfer, use, access to and confidentiality of personal information and patient health information. These laws can work to limit transfers of such data across borders and even among affiliated entities within Invesco. Invesco and its Covered Persons will comply with all provisions of these laws that relate to its business, including the privacy, security and electronic transmission of financial, health and other personal information. The company expects its Covered Persons to keep all such data confidential and to protect, use and disclose information in the conduct of our business only in compliance with these laws. The company will consider and may release personal information to third parties to comply with law or to protect the rights, property or safety of Invesco and its customers. In accordance with Invesco policies, each business unit has developed

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required disclosures and data security procedures applicable to that business unit. All Covered Persons must comply with the applicable procedures.
With respect to Invesco Covered Persons, all salary, benefit, medical and other personal information relating to Covered Persons shall generally be treated as confidential. Personnel files, payroll information, disciplinary matters, and similar information are to be maintained in a manner designed to protect confidentiality in accordance with applicable laws. All Covered Persons shall exercise due care to prevent the release or sharing of such information beyond those persons who may need such information to fulfill their job functions. Notwithstanding the foregoing, all personnel information belongs solely to Invesco and may be reviewed or used by the company as needed to conduct its business.
G. Protecting Invesco’s Assets
All Covered Persons shall strive to preserve and protect the company’s assets and resources and to promote their efficient use. The standards set forth below are intended to guide Covered Persons by articulating Invesco’s expectations as they relate to activities or behaviors that may affect the company’s assets.
1. Personal Use of Corporate Assets
Theft, carelessness and waste have a direct impact on Invesco’s profitability. Covered Persons are not to convert assets of the company to personal use. Company property should be used for the company’s legitimate business purposes and the business of the company shall be conducted in a manner designed to further Invesco’s interest rather than the personal interest of an individual Covered Person. Covered Persons are prohibited from the unauthorized use or taking of Invesco’s equipment, supplies, materials or services. Prior to engaging in any activity on company time which will result in remuneration to the Covered Person or the use of Invesco’s equipment, supplies, materials or services for personal or non-work related purposes, officers and other Covered Persons shall obtain the approval of the supervisor of the appropriate business unit.
2. Use of Company Software
Covered Persons use software programs for word processing, spreadsheets, data management, and many other applications. Software products purchased by the company are covered by some form of licensing agreement that describes the terms, conditions and allowed uses. It is the company’s policy to respect copyright laws and observe the terms and conditions of any license agreements. Copyright laws in the United States and other countries impose civil and criminal penalties for illegal reproductions and use of licensed software. You must be aware of the restrictions on

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the use of software and abide by those restrictions. Invesco business equipment may not be used to reproduce commercial software. In addition, you may not use personal software on company equipment without prior written approval.
3. Computer Resources/E-mail
The company’s computer resources, which include the electronic messaging systems (e-mail, SMS, etc.), belong to Invesco and not to the Covered Person. They are not intended to be used for amusement, solicitation, or other non-business purposes. While it is recognized that Covered Persons will occasionally use the system for personal communications, it is expected that such uses will be kept to a minimum and that Covered Persons will be responsible and professional in their use of these functions. The use of the computer systems to make or forward derogatory or offensive remarks about other people or groups is prohibited. E-mail/Text messages should be treated as any other written business communication.
4. Invesco Intellectual Property
Covered Persons must carefully maintain and manage the intellectual property rights of Invesco, including patents, trademarks, copyrights and trade secrets, to preserve and protect their value. Information, ideas and intellectual property assets of Invesco are important to the company’s success.
Invesco’s name, logo, trademarks, inventions, processes and innovations are intellectual property assets and their protection is vital to the success of the company’s business. The company’s and any of its subsidiaries’ names, logos and other trademarks and service marks are to be used only for authorized company business and never in connection with personal or other activities unless appropriately approved and in accordance with company policy. In addition, our Covered Persons must respect the intellectual property rights of third parties. Violation of these rights can subject both you and the company to substantial liability, including criminal penalties.
Any work product produced in the course of performing your job shall be deemed to be a “work made for hire” and shall belong to Invesco and is to be used only for the benefit of Invesco. This includes such items as marketing plans, product development plans, computer programs, software, hardware and similar materials. You must share any innovations or inventions you create with your supervisor so that the company can take steps to protect these valuable assets.
5. Retention of Books and Records
Invesco corporate records are important assets. Corporate records include essentially everything you produce as a Covered Person, regardless of its format. A corporate record may be in the form of paper, computer tapes, microfilm, e-mail, or voice mail. It may be something as obvious as a memorandum or a contract or something not as obvious, such as a desk calendar, an appointment book, or an expense record.

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Invesco is required by law to maintain certain types of corporate records, usually for a specified period of time. Failure to retain such documents for such minimum periods could subject Invesco to penalties and fines, cause the loss of rights, obstruct justice, place Invesco in contempt of court, or place Invesco at a serious disadvantage in litigation. However, storage of voluminous records over time is costly. Therefore, Invesco has established controls to assure retention for required periods and timely destruction of retrievable records, such as paper copies and records on computers, electronic systems, microfiche, and microfilm. Even if a document is retained for the legally required period, liability could still result if a document is destroyed before its scheduled destruction date.
Invesco and its affiliates are subject to the regulatory requirements of numerous countries and regulatory agencies. Virtually all of them have specific requirements concerning the creation, maintenance and storage of business records. Invesco expects all Covered Persons to become familiar with and fully comply with the records retention/destruction schedule for the departments and office locations for which they work. If you believe documents should be retained beyond the applicable retention period, consult with the Legal and Compliance Department.
6. Sales and Marketing Materials
Invesco is committed to building sustained, open, and honest relationships with our customers, and to complying with all relevant regulatory requirements. This requires that all marketing and sales-related materials be prepared under standards approved by the Legal and Compliance Department and, prior to use, reviewed and approved by the appropriate supervisor within a business unit. Covered materials include but are not limited to, requests for proposals, client presentations, performance summaries, advertisements, published market commentaries, brochures and web site content.
H. Disclosure of Invesco Information
1. Integrity and Accuracy of Financial Records
The preparation and maintenance of accurate books, records and accounts is required by law and essential to the proper discharge of financial, legal and reporting obligations. All Covered Persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invesco’s accounting policies and procedures. A Covered Person may violate this section by acting or by failing to act when he or she becomes aware of a violation or potential violation of this section.
2. Disclosure in Reports and Documents
Filings and Public Materials . As a public company, it is important that the company’s filings with the SEC and other U.S. federal, state, domestic and international regulatory

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agencies are full, fair, accurate, timely and understandable. The company also makes many other filings with the SEC and other U.S. and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.
Disclosure and Reporting Policy . The company’s policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the company. The company maintains the highest commitment to its disclosure and reporting requirements, and expects and requires all Covered Persons to record information accurately and truthfully in the books and records of the company.
Information for Filings . Depending on his or her position with the company, a Covered Person may be called upon to provide necessary information to assure that the company’s public reports and regulatory filings are full, fair, accurate, timely and understandable. The company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the company’s public disclosure requirements.
Disclosure Controls and Procedures and Internal Control Over Financial Reporting . Covered Persons are required to cooperate and comply with the company’s disclosure controls and procedures and internal controls over financial reporting so that the company’s reports and documents filed with the SEC and other U.S. federal, state, domestic and international regulatory agencies comply in all material respects with applicable laws and provide full, fair, accurate, timely and understandable disclosure.
3. Improper Influence on the Conduct of Audits
Every Covered Person must deal fairly and honestly with outside accountants performing audits, reviews or examinations of Invesco’s and its subsidiaries’ financial statements. To that end, no Covered Person of Invesco may make or cause to be made a materially false or misleading statement (or omit facts necessary to make the statements made not misleading) in connection with an audit, review or examination of financial statements by independent accountants or the preparation of any document or report required to be filed with a governmental or regulatory authority. Covered Persons of Invesco also are prohibited from coercing, manipulating, misleading or fraudulently inducing any independent public or certified public accountant engaged in the performance or review of financial statements that are required to be filed with a governmental or regulatory authority if he or she knows or should have known that his or her actions could result in making those financial statements materially misleading.
4. Standards for Invesco’s Financial Officers
Invesco’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the “Financial Officers”) are required to take all reasonable steps to provide full, fair, accurate, timely and understandable disclosures in the reports and documents that

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Invesco files with or submits to the SEC and other regulatory bodies and in other public communications made by Invesco. In the event that a Financial Officer learns that any such report, document or communication does not meet this standard and such deviation is material, then the Financial Officers are required to review and investigate such deviation, advise the Board of Directors or the Audit Committee of the Board of Directors regarding the deviation and, where necessary, revise the relevant report, document or communication.
Although a particular accounting treatment for one or more of Invesco’s operations may be permitted under applicable accounting standards, the Financial Officers may not authorize or permit the use of such an accounting treatment if the effect is to distort or conceal Invesco’s true financial condition. The accounting standards and treatments utilized by Invesco must, in all instances, be determined on an objective and uniform basis and without reference to a single transaction or series of transactions and their impact on Invesco’s financial results for a particular time period. Any new or novel accounting treatment or standard that is to be utilized in the preparation of Invesco’s financial statements must be discussed with Invesco’s Audit Committee and its independent auditors.
5. Communications with the Media, Analysts and Shareholders
Invesco has a long-standing policy of co-operating with the news media and the financial community. This policy is intended to enhance respect for the company, provide accurate information, and achieve our business goals.
Invesco employs media relations professionals who are responsible for handling all contacts with the news media. Invesco’s Communications and Public Affairs Department is responsible for formulating and directing our media relations policy worldwide. Other Invesco employees may not speak to or disseminate information to the news media unless such contact has been requested and arranged by or coordinated with an Invesco media relations professional in accordance with the company’s media relations policy. Any contact from the news media should be referred promptly and without comment to an Invesco media relations professional. If you do not know the appropriate media relations professional for your unit, you can refer the contact to the Invesco Communications and Public Affairs Department.
Many countries have detailed rules with regard to the dissemination of information about public companies. In particular, a public company must have procedures for controlling the release of information that may have a material impact on its share price. The Chief Executive Officer and the Chief Financial Officer are responsible for Invesco’s relationships with the financial community, including the release of price sensitive information. Other Invesco employees may not speak to or disseminate information regarding the company to the financial community (including analysts, investors, shareholders, Company lenders, and rating agencies) unless such contact has been requested and arranged by the Chief Executive Officer, the Chief Financial Officer or the Investor Relations Group within the Finance Department

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I. Compliance with the Code of Conduct
1. Your Responsibilities
One person’s misconduct can damage our entire company’s hard-earned reputation and compromise the public’s trust in the company. Every Covered Person should therefore be familiar with this Code and abide strictly by its provisions.
2. Reporting Violations of the Code
As part of being accountable to each other and Invesco, all Covered Persons are required to report possible violations of the Invesco Code of Conduct, laws or regulations. Such violations can include, but are not limited to:
    Violations of any laws or regulations generally involving Invesco;
 
    Questionable accounting matters, internal accounting controls, auditing matters, breaches of fiduciary duty or violations of United States or foreign securities laws or rules (collectively, “Accounting Matters”) including, but not limited to:
    fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Invesco;
 
    fraud or deliberate error in the recording and maintaining of financial records of Invesco;
 
    deficiencies in or non-compliance with Invesco’s internal accounting controls;
 
    misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Invesco;
 
    deviation from full and fair reporting of Invesco’s financial condition; or
 
    fraudulent or criminal activities engaged in by officers, directors or employees of Invesco;
You may report your concerns in any of three ways:
Contact your supervisor
We encourage you to first contact your immediate supervisor, who is in turn responsible for informing Invesco’s Compliance Reporting Line (described below) of any concerns raised.
Contact the Legal and Compliance or Human Resources Departments

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If you prefer not to discuss a concern with your own supervisor, you may instead contact the Legal and Compliance or Human Resources Departments directly.
Call our Compliance Reporting Line
You may also report your concerns confidentially and anonymously by calling the Invesco Compliance Reporting Line. If you are calling from a U.S. or Canadian location, dial 1-866-297-3627 . For calls from all other locations, dial an international operator and request a collect call to 1-704-943-1136 . When asked for your name use “Invesco.”
The Compliance Reporting Line is administered by an outside vendor and is available 24 hours a day, seven days a week. For more information on the Compliance Reporting Line, please click here: Compliance Reporting Line .
Complaints relating to Accounting Matters will be reviewed pursuant to the Audit Committee’s policy and procedures and under its direction and oversight by such persons as the Audit Committee determines to be appropriate. All other matters will be reviewed under the direction and oversight of the appropriate departments within Invesco, usually also including the Legal and Compliance Department. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or other reviewing department.
Invesco will not permit retaliation, retribution, harassment, or intimidation of any employee who in good faith reports a possible violation. Along with the three reporting methods described above, this also includes, but is not limited to an employee who discloses information to a government or law enforcement agency, or any other national, state or provincial securities regulatory authority where the employee has reasonable cause to believe that the information discloses a violation or possible violation of federal or state law or regulation.
However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information may be subject to disciplinary action, including termination of their employment.
3. Failure to Comply
It is your responsibility at all times to comply with the law and behave in an ethical manner. Failure to obey laws and regulations violates this Code and may expose both you and the company to criminal or civil sanctions. Invesco will investigate reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved up to and including termination. Invesco may also seek civil remedies from you and even refer criminal misconduct to law enforcement agencies, and may make reports, if appropriate, to regulatory authorities. Nothing in this Code restricts the company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.

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4. Annual Certification
As Covered Persons, each of us is obligated to read and understand this Code of Conduct and our relevant business unit’s policies and procedures. All Covered Persons are expected to abide by both the letter and spirit of the Code and will certify their adherence on an annual basis.
5. Other Requirements
This Code cannot anticipate every possible situation or cover every topic in detail. The company has established special policies to address specific subjects and will update this Code and those specific policies from time-to-time. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. If you are unclear about a situation, please speak with your supervisor or an appropriate member of the Legal and Compliance Department before taking action.
6. Waivers of the Code
In certain limited situations, Invesco may waive the application of a provision of the Code to employees or Executive Officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, “Executive Officers”). For the purposes of the Code, the term “waiver” shall mean a material departure from a provision of the Code.
For all employees, including Executive Officers, any requests for waivers must be made to the Legal and Compliance Department. For waiver requests not involving an Executive Officer, the Legal and Compliance Department shall forward the request to the General Counsel of the business unit for consideration.
For waiver requests involving an Executive Officer, the Legal and Compliance Department will forward the request to the Invesco Board of Directors or a committee thereof for consideration. Only the Board of Directors or one of its committees may approve a waiver for an Executive Officer. Any such waiver granted to an Executive Officer shall be promptly disclosed to shareholders within four (4) business days as required by SEC rules and the corporate governance listing standards of the New York Stock Exchange and other applicable laws.
Criteria for a Waiver:
Any employee or Executive Officer requesting a waiver of the Code must demonstrate that such a waiver:
    is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;
 
    will not be inconsistent with the purposes and objectives of the Code;

Page 17 of 18


 

    will not adversely affect the interests of clients of the company or the interests of the company; and
 
    will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.
7. Use and Disclosure
This Code is intended solely for the internal use by the company and does not constitute an admission, by or on behalf of the company, as to any fact, circumstance, or legal conclusion. To the extent required by law, the company shall publicly ( e.g. , in its Annual Report on Form 10-K and/or on its website) disclose this Code of Conduct and its application to all of the company’s Covered Persons.
8. Amendments
This Code may only be amended by Invesco’s Board of Directors or a duly authorized committee thereof. To the extent required by law, amendments to the Code of Conduct shall be disclosed publicly. As set forth in the company’s filings with the SEC, the company has elected to disclose certain amendments to the Code that affect, and any waivers of the Code granted to, Financial Officers on the company’s Web site.
Revised: October 2010

Page 18 of 18

(INVESCO TRIMARK LOGO)
CODE OF ETHICS—INVESCO SENIOR SECURED MANAGEMENT
     
Applicable to
  All Invesco Senior Secured Management employees and all managed accounts
 
   
Risk Addressed by Policy
  Employee conduct violating Invesco Senior Secured Management’s fiduciary duty to its clients, or creating even an appearance of impropriety
 
   
Relevant Law and Other Sources
  Investment Advisers Act of 1940
 
   
Last Tested Date
  2010
 
   
Policy/Procedure Owner
  Invesco Senior Secured Management Compliance
 
   
Policy Approver
  Invesco Risk Management Committee
 
   
Approved / Adopted Date
  January 1, 2010
The following policies and procedures apply to all Invesco Senior Secured Management (“ISSM”) employees and to all accounts, clients and funds managed by the company.
A.   POLICY STATEMENT
ISSM has a fiduciary relationship with respect to each portfolio under management. The interests of ISSM clients take precedence over the personal interests of ISSM, its employees or any company affiliated with ISSM. For this reason, ISSM maintains a Code of Ethics.
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/Invesco%20Advisers%20Inc%20%20Code%20of %20Ethics%20Jan%202010%20t.pdf
B.   OPERATING PROCEDURES AND RESPONSIBLE PARTIES
ISSM has adopted the Invesco Advisers, Inc. Code of Ethics. Due to the nature of the business and the required communication barriers that are in place, ISSM Compliance maintains its own Restricted List. This information is shared with Invesco NA Compliance to allow for centralized trade pre-clearances.
C.   RECORDKEEPING
Records are maintained in accordance with Invesco’s Recordkeeping Policy.
         
Code of Ethics   1    


 

Invesco Advisers, Inc.
CODE OF ETHICS
January 1, 2011
         
Code of Ethics   1    

 


 

TABLE OF CONTENTS
             
Section   Item   Page  
   
 
       
I.  
Introduction
    3  
   
 
       
II.  
Statement of Fiduciary Principles
    3  
   
 
       
III.  
Compliance With Laws, Rules and Regulations; Reporting of Violations
    4  
   
 
       
IV.  
Limits on Personal Investing
    4  
   
A. Personal Investing
    4  
   
1   Pre-clearance of Personal Securities Transactions
    4  
   
     Blackout Period
    5  
   
     Investment Personnel
    5  
   
     De Minimis Exemptions
    5  
   
2   Prohibition of Short-Term Trading Profits
    6  
   
3   Initial Public Offerings
    6  
   
4   Prohibition of Short Sales by Investment Personnel
    7  
   
5   Restricted List Securities
    7  
   
6   Other Criteria to Consider in Pre-Clearance
       
   
7   Brokerage Accounts
    7  
   
8   Reporting Requirements
    8  
   
 a.   Initial Holdings Reports
    8  
   
 b.   Quarterly Transactions Reports
    8  
   
 c.   Annual Holdings Reports
    9  
   
 d.   Discretionary Managed Accounts
    9  
   
 e.   Certification of Compliance
    10  
   
9   Private Securities Transactions
    10  
   
10  Limited Investment Opportunity
    10  
   
11  Excessive Short-Term Trading in Funds
    10  
   
 
       
   
B. Invesco Ltd. Securities
    10  
   
C. Limitations on Other Personal Activities
    11  
   
1   Outside Business Activities
    11  
   
2   Gifts and Entertainment Policy
    11  
   
     Entertainment
    11  
   
     Gifts
    11  
   
3   U.S. Department of Labor Reporting
    12  
   
D. Parallel Investing Permitted
    12  
   
 
       
V.  
Reporting of Potential Compliance Issues
    13  
   
 
       
VI.  
Administration of the Code
    13  
   
 
       
VII.  
Sanctions
    13  
   
 
       
VIII.  
Exceptions to the Code
    14  
   
 
       
IX.  
Definitions
    14  
   
 
       
X.  
Invesco Ltd. Policies and Procedures
    16  
   
 
       
X1. Code of Ethics Contacts     16  
         
Code of Ethics   2    

 


 

Invesco Advisers, Inc.
CODE OF ETHICS
(Originally adopted February 29, 2008; Amended effective January 1, 2011)
I.   Introduction
Invesco Advisers, Inc. has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company Clients take precedence over the personal interests of Invesco Advisers, Inc.’s Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.
This Code of Ethics (“the Code”) applies to all Covered Persons. Covered Persons include:
    any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties, makes, participates in , or obtains any information concerning any Client’s purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.
 
    all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.
 
    any other persons falling within such definitions under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the “Investment Company Act”)or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and such other persons that may be so deemed by Compliance.
II.   Statement of Fiduciary Principles
The following fiduciary principles govern Covered Persons.
    the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and
 
    all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individual’s position of trust and responsibility. This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business.
This Code does not attempt to identify all possible conflicts of interest or to ensure literal compliance with each of its specific provisions. It does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients.
         
Code of Ethics   3    

 


 

III.   Compliance with Laws, Rules and Regulations; Reporting of Violations
All Invesco Advisers, Inc.’s Employees are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Employees shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco Advisers, Inc.’s Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section V of this Code under “Reporting of Potential Compliance Issues.”
IV.   Limits on Personal Investing
  A.   Personal Investing
 
    1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with the Compliance Department using the automated review system all personal security transactions involving Covered Securities for which they have Beneficial Ownership. A Covered Person may have Beneficial Ownership in securities held by members of his or her immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.
 
      Additionally, all Covered Persons must pre-clear personal securities transactions involving securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared. Covered Securities include but are not limited to all investments that can be traded by an Invesco Advisers, Inc. entity for its Clients, including stocks, bonds, municipal bonds, exchange-traded funds (ETFs) and any of their derivatives such as options. Although Affiliated Mutual Funds are considered Covered Securities, those that are held by Employees at the Affiliated Mutual Funds’ transfer agent or in the Invesco Ltd. 401(k) or Money Purchase plans (excluding the Personal Choice Retirement Account (PCRA)) do not need to be pre-cleared through the automated review system because compliance monitoring for these plans is done through a separate process.
         
Code of Ethics   4    

 


 

All transactions in Invesco Ltd. securities, including the Invesco Ltd. stock fund held in the Invesco 401(k) and Money Purchase plan, must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employer’s company stock that is obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.
Affiliated Mutual Funds that are held in external brokerage accounts or in the PCRA MUST be pre-cleared through the automated review system.
Covered Securities do not include shares of money market funds, U.S. government securities, certificates of deposit or shares of open-end mutual funds not advised by Invesco Advisers, Inc. Unit investment trusts, including those advised by Invesco Advisers, Inc., are not Covered Securities (Please refer to the “Definitions” section of this Code for more information on the term, Covered Security.)
If you are unclear about whether a proposed transaction involves a Covered Security, contact the Compliance Department via email at CodeofEthics(North America)@invesco.com or by phone at 1-877-331-CODE [1-877-331-2633] prior to executing the transaction.
    Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of trading day such approval is good through the next trading day.
          The automated review system will review personal trade requests from Covered Persons based on the following considerations:
Blackout Period . Invesco Advisers, Inc. does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco Client account.
    Non-Investment Personnel.
    may not buy or sell a Covered Security within two trading days before or after a Client trades in that security.
 
    may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk.
    Investment Personnel .
    may not buy or sell a Covered Security within three trading days before or after a Client trades in that security.
 
    may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk.
De Minimis Exemptions . The Compliance Department will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Person’s proposed personal securities transaction:
         
Code of Ethics   5    

 


 

    Equity de minimis exemptions .
    If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index.
 
    If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day.
    Fixed income de minimis exemption . If a Covered Person does not have knowledge of trading activity in a particular fixed income security he or she may execute up to $100,000 of par value of such security in a rolling 30-day period.
The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the black-out period is the last three trading days. For Investments, Portfolio Administration and IT personnel, the Compliance Department will also check the trading activity of affiliates with respect to which such personnel have access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. The Compliance Department will notify the Covered Person of the approval or denial of the proposed personal securities transaction. The approval of a personal securities transaction request is only valid for that business day . If a Covered Person does not execute the proposed securities transaction on the business day the approval is granted, the Covered Person must resubmit the request on another day for approval.
Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:
    A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent.
 
    Repeat violations may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations.
2. Prohibition of Short-Term Trading Profits . Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invesco Advisers, Inc.’s choice and a letter of education may be issued to the Covered Person.
3. Initial Public Offerings . Covered Persons are prohibited from acquiring any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by the Compliance Department and approved by the Chief Compliance
         
Code of Ethics   6    

 


 

Officer or General Counsel (or designee) and the Chief Investment Officer (or designee) of the Covered Person’s business unit.
4. Prohibition of Short Sales by Investment Personnel . Investment Personnel are prohibited from effecting short sales of Covered Securities in their personal accounts if a Client of Invesco Advisers, Inc. for whose account they have investment management responsibility has a long position in those Covered Securities.
5. Restricted List Securities . Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.
6. Other Criteria Considered in Pre-clearance . In spite of adhering to the requirements specified throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.
7. Brokerage Accounts .
a. Covered Persons may only maintain brokerage accounts with:
    full service broker-dealers.
 
    discount broker-dealers. discount brokerage are accounts in which all trading is completed online. These accounts must be held with firms that provide electronic feeds of confirmations directly to the Compliance Department,
 
    Invesco Advisers, Inc’s. -affiliated Broker-dealer (Invesco Distributors, Inc.)
b. Brokerage account requirements for Affiliated Mutual Funds. Covered Persons may own shares of Affiliated Mutual Funds that are held at a broker-dealer that is not affiliated with Invesco Advisers, Inc. only if the broker-dealer provides an electronic feed of all transactions and statements to Invesco Advisers, Inc.’s Compliance Department. All Covered Persons must arrange for their broker-dealers to forward to the Compliance Department on a timely basis duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, in an electronic format if they include holdings in Affiliated Mutual Funds and preferably in an electronic format for holdings other than Affiliated Mutual Funds.
c. Requirement to move accounts that do not meet Compliance requirement: Every person who becomes a Covered Person under this Code must move all of their brokerage accounts that do not comply with the above provision of the Code within thirty (30) days from the date the Covered Person becomes subject to this Code.
d. Firms that provide electronic feeds to Invesco’s Compliance Department:
         
Code of Ethics   7    

 


 

Please refer to the following link in the Invesco’s intranet site for a list of broker-dealers that currently provide electronic transaction and statement feeds to Invesco Advisers, Inc.:
http://sharepoint/sites/Compliance-COE-NA/Training/Documents/Approved%20Discount%20Broker%20List.pdf
8. Reporting Requirements .
a. Initial Holdings Reports . Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the electronic review system, Star Compliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person):
    A list of all security holdings, including the name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Ownership. A Covered Person may have Beneficial Ownership in securities held by members of their immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.
 
    The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and
 
    The date that the report is submitted by the Covered Person
b. Quarterly Transactions Reports . All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest: The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;
    The nature of the transaction (buy, sell, etc.);
 
    The price of the Covered Security at which the transaction was executed;
 
    The name of the broker-dealer or bank executing the transaction; and
 
    The date that the report is submitted to the Compliance Department.
All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the Report must include a representation to that effect. Covered Persons need not include transactions made through an Automatic Investment Plan/Dividend Reinvestment Plan or similar plans and transactions in Covered Securities held in the Invesco 401(k), Invesco Money
     
Code of Ethics 8  

 


 

Purchase Plan (MPP),or accounts held directly with Invesco in the quarterly transaction report.
Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco Advisers, Inc. or its affiliates). The report shall include:
    The date the account was established;
 
    The name of the broker-dealer or bank; and
 
    The date that the report is submitted to the Compliance Department.
The Compliance Department may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.
c. Annual Holdings Reports . All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to the Compliance Department:
    The security and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Ownership;
 
    The name of the broker-dealer or bank with or through which the security is held; and
 
    The date that the report is submitted by the Covered Person to the Compliance Department.
d. Discretionary Managed Accounts. In order to establish a Discretionary Managed Account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments. Covered Persons must receive approval from the Compliance Department to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect Control over the managed accounts.
     
Code of Ethics 9  

 


 

e. Certification of Compliance. All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. The Invesco Advisers, Inc. Internal Compliance Controls Committee (ICCC) will review and approve the Code annually. If material changes are made to the Code during the year, these changes will also be reviewed and approved by the Invesco Advisers, Inc. ICCC. All Covered Persons must certify within 30 days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.
9. Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first giving the Compliance Department a detailed written notification describing the transaction and indicating whether or not they will receive compensation and obtaining prior written permission from the Compliance Department. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to the Compliance Department and the Chief Investment Officer of the Investment Personnel’s business unit when they are involved in a Client’s subsequent consideration of an investment in the same issuer. The business unit’s decision to purchase such securities on behalf of Client account must be independently reviewed by Investment Personnel with no personal interest in that issuer.
10. Limited Investment Opportunity (e.g. private placements, hedge funds, etc.) . Covered Persons may not engage in a Limited Investment Opportunity without first giving the Compliance Department a detailed written notification describing the transaction and obtaining prior written permission from the Compliance Department.
11. Excessive Short Term Trading in Funds . Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco Advisers, Inc. and are subject to various limitations on the number of transactions as indicated in the respective prospectus and other fund disclosure documents.
  B.   Invesco Ltd. Securities
1. No Employee may effect short sales of Invesco Ltd. securities.
2. No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltd’s securities, on an exchange or any other organized market.
3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to “blackout” periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section IVA.8 of this Code.
     
Code of Ethics 10  

 


 

  C.   Limitations on Other Personal Activities
1. Outside Business Activities . You may not engage in any outside business activity, regardless of whether or not you receive compensation, without prior approval from Compliance. Absent prior written approval of the Compliance Department, Employees may not serve as directors, officers, or employees of unaffiliated public or private companies, whether for profit or nonprofit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain Invesco Advisers, Inc.’s Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transactions.
2. Gift and Entertainment Policy . Employees may not give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which employees may accept or give gifts or entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd. and the standards established by a policy of Invesco Advisers, Inc., including this Code, the latter shall control.
Under no circumstances may an Employee give or accept cash or any possible cash equivalent from a broker or vendor.
An Employee may not provide or receive any Gift or Entertainment that is conditioned upon Invesco Advisers, Inc., its parents or affiliates doing business with the other entity or person involved.
    Entertainment . Employees must report Entertainment with the Compliance Department within thirty (30) calendar days after the receipt or giving by submitting a Gift Report within the automated review system. The requirement to report Entertainment includes dinners or any other event with a Business Partner of Invesco Advisers, Inc. in attendance.
 
      Employees may not reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of the Compliance Department.
 
      Examples of Entertainment that may be considered excessive in value include Super Bowls, All-Star games, Kentucky Derby, hunting trips, ski trips, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive.
 
      Gifts . Employees are prohibited from accepting or giving the following: single Gifts valued in excess of $100 in any calendar year; or Gifts from one person or firm valued in excess of $100 during a calendar year period.
 
      Reporting Requirements for Gifts and Entertainment:
         
Code of Ethics   11    

 


 

    Reporting of Gifts and Entertainment given to an Invesco Employee by a Client or Business Partner. All Gifts and Entertainment received by an Employee must be reported through the automated pre-clearance system within thirty (30) calendar days after the receipt of the Gift or the attendance of the Entertainment event.
 
    Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the reporting requirements of the Employee’s business unit. An Employee should contact their manager or Compliance if they are not sure how to report gifts they intend to give or have given to a Client or Business Partner.
3. US Department of Labor Reporting : Under current US Department of Labor (DOL) Regulations, Invesco Advisers, Inc. is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as “union officials”). Under the Regulations, practically any gift or entertainment furnished by Invesco Advisers, Inc.’s Employees to a union or union official is considered a payment reportable to the DOL.
Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official which do not exceed $250 a year, that threshold applies to all of Invesco Advisers, Inc.’s Employees in the aggregate with respect to each union or union official. Therefore, it is Invesco Advisers, Inc.’s policy to require that ALL gifts or entertainment furnished by an Employee be reported to Invesco Advisers, Inc. using the Invesco Advisers, Inc. Finance Department’s expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. Such details include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made.
Invesco Advisers, Inc. is obligated to report on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report.
If you have any question whether a payment to a union or union official is reportable, please contact the Compliance Department. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco Advisers, Inc. and their Employees.
  D.   Parallel Investing Permitted
 
      Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco Advisers, Inc. for its Clients.
V.   Reporting of Potential Compliance Issues
         
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Invesco Advisers, Inc. has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with their supervisor, department head or with Invesco Advisers, Inc.’s General Counsel or Chief Compliance Officer. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.
In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Compliance Reporting Line, 1-866-297-3627 which is available to employees of multiple operating units of Invesco Ltd. When you dial this number and you are asked for your name, use “Invesco.” To ensure your confidentiality, this phone line is provided by an independent company. It is available 24 hours a day, 7 days a week. All calls to the Compliance Reporting Line will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.
VI.   Administration of the Code of Ethics
Invesco Advisers, Inc. has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.
No less frequently than annually, Invesco Advisers, Inc. will furnish to the Invesco Advisers, Inc.’s Internal Compliance Controls Committee (ICCC), or such committee as it may designate, a written report that:
    describes significant issues arising under the Code since the last report to the ICCC, including information about material violations of the Code and sanctions imposed in response to material violations; and
 
    certifies that Invesco Advisers, Inc. has adopted procedures reasonably designed to prevent Covered Persons from violating the Code.
VII.   Sanctions
Upon discovering a material violation of the Code, the Compliance Department will notify Invesco Advisers, Inc.’s Chief Compliance Officer (CCO). The CCO will notify the ICCC of any material violations at the next regularly scheduled meeting.
The Compliance Department will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.
Invesco Advisers, Inc. may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.
         
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VIII.   Exceptions to the Code
Invesco Advisers, Inc.’s Chief Compliance Officer (or designee) may grant an exception to any provision in this Code.
IX.   Definitions
    “Affiliated Mutual Funds” generally includes all mutual funds advised or sub-advised by Invesco Advisers, Inc All Invesco funds and Invesco Van Kampen funds are Affiliated Mutual Funds.
 
    “Automatic Investment Plan” means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans.
 
    “Beneficial Ownership” has the same meaning as Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (“the ’34 Act”). To have a beneficial interest, Covered Persons must have a “direct or indirect pecuniary interest,” which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Ownership in securities held by members of his or her immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.
 
    “Client” means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser including Affiliated Mutual Funds.
 
    “Control” has the same meaning as under Section 2(a)(9) of the Investment Company Act.
 
    “Covered Person” means and includes:
    any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties, makes, participates in , or obtains any information concerning any Client’s purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities ; or who has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.
 
    all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.
 
    any other persons falling within such definitions under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the “Investment Company Act”)or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and such other persons that may be so deemed by Compliance.
         
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    “Covered Security” means a security as defined in Section 2(a)(36) of the Investment Company Act except that it does not include the following (Please note : exchange traded funds (ETFs) are considered a Covered Security).
    Direct obligations of the Government of the United States or its agencies;
 
    Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
 
    Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc. (All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc.
 
    Any unit investment trust, including unit investment trusts advised or sub-advised by Invesco Advisers, Inc.;
 
    Invesco Ltd. stock because it is subject to the provisions of Invesco Ltd.’s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd.
    “Employee” means and includes:
    Any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.’s affiliates that, in connection with his or her regular functions or duties, makes or participates in, or obtains any information concerning any Client’s purchase or sale of Covered Securties or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Client’s purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc.
 
    All Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.
 
    Any other persons falling within such definitions under Rule 17j-1 of the Investment Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be so deemed by Compliance.
    “Gifts”, “Entertainment” and “Business Partner” have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy.
 
    “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the ’34 Act.
 
    “Invesco Advisers, Inc.’s -affiliated Broker-dealer” means Invesco Distributors, Inc. or its successors.
         
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    “Private Securities Transaction” means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority’s (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded.
 
    “Restricted List Securities” means the list of securities that are provided to Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit).
X.   Invesco Ltd. Policies and Procedures
All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy, Policy Concerning Political Contributions and Charitable Donations, and Gift and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an Invesco Advisers, Inc. policy, including this Code, the latter shall control.
XI.   Code Of Ethics Contacts
    Telephone Hotline: 1-877-331-CODE [2633]
 
    E-Mail: CodeofEthics(North America)@invesco.com
Last Revised: January 1, 2011
         
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