UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)

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þ[  ]Definitive Proxy Statement
o[  ]Definitive Additional Materials
o[  ]Soliciting Material Pursuant to §Sec. 240.14a-11(c) or §Sec. 240.14a-12

AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM Sector Funds (Invesco Sector Funds)
(Name of RegistrantRegistrants as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)Registrants)

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AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
INVESCO UTILITIES FUND
11 Greenway Plaza, Suite 1000
Houston, Texas77046-1173Counselor Series Trust (Invesco Counselor Series Trust)
December 10, 2012
Dear Shareholder:
AIM Equity Funds (Invesco Equity Funds)
AIM Sector Funds (Invesco Sector Funds) (the “Trust”) will hold a special meeting of Shareholders (the “Special Meeting”) on February 1, 2013, at
11 Greenway Plaza, Suite 1000
Houston, Texas77046-1173. The purpose 77046-1173
NOTICE OF SPECIAL JOINT MEETING OF SHAREHOLDERS
To Be Held January 22, 2021

Notice is hereby given to the shareholders of Invesco American Franchise Fund, Invesco Capital Appreciation Fund, Invesco Summit Fund and Invesco Technology Fund (each, a “Fund,” and together, the “Funds”), a series of AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds) and AIM Sector Funds (Invesco Sector Funds) (each, a “Trust,” and together, the “Trusts”), respectively, that a Special Joint Meeting of Shareholders of the Special Funds (the “Meeting is to vote”) will be held over the internet in a virtual meeting format, on an important proposal affecting the Invesco Utilities Fund (the “Fund”). This package contains important information about the proposal, a proxy statement, simple instructions on how to vote by phone or via the Internet, and a business reply envelope for you to vote by mail.
January 22, 2021, at 2:00 p.m. Central Time.
The BoardBoards of Trustees of the Trust (the “Board”) hasFunds have each carefully considered the proposal below and each unanimously recommendsrecommend that you voteFORthe proposal. The enclosed proxy statement provides you with detailed information on the proposal including how it will benefit shareholders.
The Meeting is to be held for the following purpose:
The Board is requesting that you:
Approve1.  To approve changing each Fund’s sub-classification from “diversified” to “non-diversified” and approve the elimination of the Fund’sa related fundamental investment restriction that requires the Fund to concentrate its investments in the securities of issuers engaged primarily in utilities-related industries.restriction.
The Fund may also transactIn addition, any other business not currently contemplated, thatas may properly come before the Meeting inor any adjournments or postponements thereof will be transacted at the discretion of the proxies or their substitutes.
The Board is recommending this change to allow the Fund to implement desired changes to its name, investment objective and strategies, which will permit the Fund to transition from a utilities-focused fund to a diversified high income-seeking equity fund, as described in this Proxy Statement.
Your vote is important. Please take a moment after reviewing the enclosed materials to sign and return your proxy card in the enclosed postage paid return envelope. If you attend the Special Meeting, you may vote your shares in person. If you expect to attend the Special Meeting in person, or have questions, please notify us by calling(800) 952-3502. You may also vote by telephone or through a website established for that purpose by following the instructions that appear on the enclosed proxy card. If we do not hear from you after a reasonable amount of time, you may receive a telephone call from our proxy solicitor, Computershare Fund Services, reminding you to vote your shares.
Sincerely,
Philip A. Taylor
President and Principal Executive Officer

AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
INVESCO UTILITIES FUND
11 Greenway Plaza, Suite 1000
Houston, Texas77046-1173
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 1, 2013
Notice is hereby given to the shareholders of Invesco Utilities Fund (the “Fund”), a series portfolio of AIM Sector Funds (Invesco Sector Funds) (the “Trust”), that the Fund will hold a special meeting of shareholders (the “Special Meeting”) on February 1, 2013 at 11 Greenway Plaza, Suite 1000, Houston, Texas77046-1173. The Special Meeting will begin at 10:00 a.m. Central Time.
The Board of Trustees of the Trust (the “Board”) has carefully considered the proposal below, and unanimously recommends that you voteFORthe proposal. The enclosed proxy statement provides you with detailed information on the proposal, including how it will benefit shareholders.
We cordially invite you to attend our Special Meeting of Shareholders, at which the Board is requesting that you vote to:
Approve the elimination of the Fund’s fundamental investment restriction that requires the Fund to concentrate its investments in the securities of issuers engaged primarily in utilities-related industries.
The Fund may also transact any other business, not currently contemplated, that may properly come before the Special Meeting, in the discretion of the proxies or their substitutes.
Meeting.
Shareholders of record of theeach Fund as of the close of business on November 27, 2012October 26, 2020 are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. Shareholders may only vote at the Meeting for the Fund to which their shares relate.

We requestTHE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE FOR THE PROPOSAL DESCRIBED IN THE JOINT PROXY STATEMENT.

By order of the Boards of Trustees of,
AIM Counselor Series Trust (Invesco Counselor Series Trust)
AIM Equity Funds (Invesco Equity Funds)
AIM Sector Funds (Invesco Sector Funds)

Jeffrey H. Kupor
Senior Vice President, Chief Legal Officer and Secretary
November 16, 2020
IT IS VERY IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING VIRTUALLY OR BY PROXY. PLEASE PROMPTLY SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S) IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR VOTE BY TELEPHONE OR THROUGH THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD(S), REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING.
If you attend the Meeting and wish to vote at the Meeting, you will be able to do so and your vote at the Meeting will revoke any proxy you may have submitted. Merely attending the Meeting, however, will not revoke a previously given proxy.
In order to avoid the additional expense of further solicitation, we ask that you execute and return promptlymail your proxy card(s) or record your voting instructions by telephone or via the internet promptly.
Your vote is extremely important. No matter how many or how few shares you own, please send in the enclosed envelope the accompanyingyour proxy card. The Board is soliciting your vote on the proposal set forth above. You may alsocard(s), or vote by telephone or through a website established for that purpose by following the instructions on the enclosed proxy material. Your vote is important for the purpose of ensuring a quorum at the Special Meeting. You may revoke your proxy at any time before it is exercised by executing and submitting a revised proxy card, by giving written notice of revocation to the Trust’s secretary or by voting in person at the Special Meeting.internet today.
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John M. ZerrAIM Counselor Series Trust (Invesco Counselor Series Trust)
SecretaryAIM Equity Funds (Invesco Equity Funds)
AIM Sector Funds (Invesco Sector Funds)
December 10, 2012
Important Notice Regarding the Availability of Proxy Materials
for the Special Meeting of Shareholders to Be Held on February 1, 2013.
The Proxy Statement is available at:https://www.proxy-direct.com/inv-24131

AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
INVESCO UTILITIES FUND
11 Greenway Plaza, Suite 1000
Houston, Texas77046-1173
SPECIAL JOINT MEETING OF SHAREHOLDERS
To Be Held On February 1, 2013
INFORMATION ABOUT THE SPECIAL MEETING AND VOTINGJanuary 22, 2021
INTRODUCTION
Why Did We Send You This Proxy Statement?
We are sending you thisJoint Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Trustees (each, a “Board,” and together, the enclosed proxy card on behalf“Boards”) of each of Invesco UtilitiesAmerican Franchise Fund, (the “Fund”Invesco Capital Appreciation Fund, Invesco Summit Fund and Invesco Technology Fund (each, a “Fund,” and together, the “Funds”), a series portfolio of AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity Funds (Invesco Equity Funds) and AIM Sector Funds (Invesco Sector Funds) (the “Trust”) because(each, a “Trust,” and together, the Board“Trusts”), respectively. The proxies are to be voted at a Special Joint Meeting of TrusteesShareholders of the TrustFunds, and all adjournments thereof (the “Board”“Meeting”), to be held over the internet in a virtual meeting format, on January 22, 2021, at 2:00 p.m. Central Time. The approximate mailing date of this Joint Proxy Statement and accompanying proxy card(s) is on or about November 16, 2020.
The Board has fixed October 26, 2020 as the record date (the “Record Date”) is soliciting your proxyfor the determination of holders of shares of each Fund entitled to vote at a special meeting of shareholders (the “Special Meeting”) and at any adjournments or postponements of the Special Meeting. This Proxy Statement provides you with information about the business to be conducted at the Special Meeting. You do not need to attend the Special Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card or vote by telephone or through a website established for that purpose.
The Trust intends to mail this Proxy Statement, the enclosed Notice of Special Meeting of Shareholders and the enclosed proxy card on or about December 10, 2012, to all shareholders entitled to vote. The proxy material will also be available on or about December 10, 2012 at www.invesco.com/us. Shareholders of record of any class of thea Fund, as of the close of business on November 27, 2012 (the “Record Date”),the Record Date, are entitled to vote their respective shares at the Special Meeting. TheA list of the Funds, along with the number of shares outstanding offor each class of theeach Fund on the Record Date can be found in ExhibitAnnex A. Each share of thea Fund that you own entitles you to one vote on the proposal described herein (a fractional share has a fractional vote).
If you have any questions about the information set forth in this Joint Proxy Statement, please contact us at the 24-hour Automated Investor Line at [1-800-246-5463] or visit our website atwww.invesco.com/us.
Important Notice Regarding the Availability of Proxy Materials for the Meeting
This Joint Proxy Statement and a copy of the proxy card(s) (together, the “Proxy Materials”) are available at [https://www.proxy-direct.com/inv-31458]. The Proxy Materials will be available on the internet through the day of the Meeting.
We have previously sent to shareholders the most recent annual report for thetheir Fund, including financial statements. statements, and the most recent semiannual report for the period after the annual report, if any. If you have not received such reportreport(s) or would like to receive an additional copy, please contact Invesco Investment Services, Inc., 11 Greenway Plaza, Suite 1000, Houston, Texas77046-1173,without charge, a request should be directed to the Secretary of the respective Fund by calling 1-800-959-4246, or call(800) 959-4246. We will furnish such report freeby writing to the Secretary of charge.
When and Where Will the Special Meeting Be Held?
We are holding the Special Meetingrespective Fund at 11 Greenway Plaza, Suite 1000, Houston, Texas 7704677046-1173.
Only one copy of this Joint Proxy Statement will be mailed to multiple shareholders sharing an address unless we have received contrary instructions from one or more of the shareholders. Upon request, we will mail a separate copy of this Joint Proxy Statement to a shareholder at a shared address to which a single copy of this Joint Proxy Statement was mailed. Any shareholder who wishes to receive a separate Joint Proxy Statement, or who currently receives multiple copies of Fund documents and would like to receive only one, should contact their Fund by calling 1-800-998-4246 or by writing to their Fund at 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173.
The Proposal
The purpose of the Meeting is for shareholders to consider and vote on February 1, 2013, at 10:00 a.m., Central Time.
What isthe proposal listed below (the “Proposal”) as more fully described herein. Each Board has unanimously approved the Proposal to Be Voted on at the Special Meeting?
Shareholdersand recommends that shareholders of each Fund vote in favor of the Fund are being asked to approve the elimination of one of the Fund’s fundamental investment restrictions (the “Proposal”). The fundamental restriction states: “Invesco Utilities Fund will concentrate (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) its investments in the securities of issuers engaged primarily in utilities-related industries.” The proposed elimination of this fundamental restriction will permit the Fund to transition from a utilities securities-based fund to a diversified high income-seeking equity fund. As part of this transition, the Fund will also implement changes to its name, investment objective and principal investment strategies, which were approved by the Board at a meeting held on October24-26, 2012. While the changes to the Fund’s name, investment objective and principal investment strategies do not, in and of themselves, require shareholder approval, elimination of the fundamental restriction does require shareholder approval.Proposal.
Shareholders may also transact any other business currently contemplated that may properly come before the Special Meeting in the discretion of the proxies or their substitutes.

What Other Changes Will Be Made to the Fund If Shareholders Approve Eliminating the Fundamental Restriction?
The Board has approved certain other changes that will take effect only if shareholders approve the Proposal. These include the following:

Proposal
 • 
1.
Renaming
To approve changing each Fund’s sub-classification from “diversified” to “non-diversified” and approve the Fund as “Invesco Dividend Income Fund;”
• Adoptingelimination of a newrelated fundamental investment objective consistent with the new name;
• Adopting a new principal investment strategy that requires the Fund to invest at least 80% of its assets in dividend-paying equity securities;
• Removing the Fund’s non-fundamental investment restriction that defines utilities-related issuers;
• Changing the Fund’s distribution frequency from quarterly to monthly;
• Changing certain of the Fund’s benchmarks; and
• Making an additional distribution to Fund shareholders of any capital gains realized from the repositioning of the Fund’s portfolio.restriction.
Voting at the Meeting
Each of these changes is described in greater detail in this Proxy Statement. Management will reevaluate whether to make the above changes if the Proposal is not approved. Please refer to “Proposal — Approval of Elimination
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Shareholders of a Fundamental Investment Restriction” for more information about these changes.
How Will the Fund’s Investments be Affected by the Proposed Change to the Fund’s Investment Strategy?
Currently, the Fund is a sector fund that invests at least 80% of its net assets in securities of issuers engaged in utilities-related industries. The principal investment strategy that would apply if the Proposal is approved would require the Fund to invest at least 80% of its net assets in dividend-paying equity securities and in other instruments that have economic characteristics similar to such securities. While this new strategy would likely still include investments in utilities-related issuers, the Fund’s investments would be more broadly diversified to include dividend-paying equity securities in other sectors such as Consumer Staples, Health Care and Energy, among others. To effect this change, a portion of the Fund’s current investments in utilities-related securities would be sold and the Fund would purchase dividend-paying equity securities in new sectors, resulting in the holdings in the Fund’s portfolio being significantly different than the holdings under the current strategy. The tax impact and transaction costs associated with this repositioning are described below and under the “What is the Tax Impact of the Portfolio Repositioning Resulting from the Proposed Changes?” section of this Proxy Statement.
Why is the Board Proposing This Change to the Fund’s Investment Strategy?
Invesco Advisers, Inc., the Fund’s investment adviser (the “Adviser”), believes, and the Board considered, that the proposed new investment strategy would greatly expand the pool of potential investments for the Fund by permitting the Fund to focus on investments outside of the utilities sector. Under the new investment strategy, the Adviser will seek to deliver high current income with less volatility and greater downside protection versus the broad market. The changes to the Fund are expected to decrease sector-specific volatility over a full market cycle while maintaining an income bias by investing in a broader range of sectors and holding a greater number of issuers. The new investment objective and strategy will allow investors to diversify their sources of income through the Fund’s broader investment mandate, while still providing an opportunity for modest growth in capital. The Adviser noted, and the Board considered, that like most high income-seeking equity funds, the Fund’s new investment strategy is likely to underperform the broader equity market during equity market rallies but has the potential to outperform the broader equity market during periods of market stress. The Adviser believes, and the Board considered, that this change will broaden the distribution appeal of the Fund to investors seeking high current equity income versus the Fund’s current, single sector investment strategy.


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Will the Proposal Result in any Tax Impact to the Fund?
The repositioning of the Fund as a diversified high income-seeking equity fund will result in the sale of a portion of the Fund’s portfolio securities as the Fund’s portfolio managers align the portfolio with the new investment strategy. These sales may result in the realization of capital gains, reduced by any available capital loss carryovers, which would be distributed to shareholders. The amount of any capital gains that may be realized and distributed to the shareholders of the Fund will depend upon a variety of factors, including the Fund’s net unrealized appreciation in the value of its portfolio assets at that time. Based on net unrealized appreciation in portfolio investments at September 30, 2012 on a book basis, the Fund would realize an estimated $27,520,000 of long-term capital gains ($1.27 per share; 7% of NAV), assuming that 65% of its portfolio investments are sold on a pro-rata basis. The Fund’s tax basis capital loss carryover of $11,849,000 (as reduced by realized gains through September 30, 2012) was utilized in this estimate which is subject to limitations from a previous reorganization, which may limit the Fund’s ability to utilize a portion of the capital loss carryover. Depending upon the particular securities sold in the repositioning and the amount of gains realized, the utilization of the capital loss carryover could be limited in which case the amount of distributable gains would increase.
The Fund will also incur transaction costs, such as commissions, due to the repositioning of the portfolio, as the percentage of investments expected to be sold is more than double the Fund’s typical annual portfolio turnover rate. Invesco believes that these portfolio turnover costs would total approximately $1,026,639.00 ($0.05 per share).
How Do I Vote in Person?
If you do attend the Special Meeting, were the record owner of your shares on the Record Date are entitled to one vote per share, and wisha proportional vote for each fractional share, with respect to votethe Proposal, with no share having cumulative voting rights. A quorum of shareholders is necessary to hold a valid meeting. The voting and quorum requirements for the Proposal are described below.
Due to the coronavirus outbreak (COVID-19) and to support the health and well-being of the Funds’ shareholders, employees and community, the Meeting will be conducted exclusively online via live webcast. Shareholders may attend the Meeting online by visiting [http://www.meetingcenter.io/224269554]. To participate in person, wethe Meeting, shareholders will provideneed to follow the instructions included herein. The password for the Meeting is [IFSM2020]. The Meeting will begin promptly at 2:00 p.m. Central Time. The Funds encourage you with a ballotto access the Meeting prior to the vote. However, ifstart time leaving ample time for the check in. If you experience technical difficulties prior to or during the Meeting, you may call [1-866-438-4810] for technical assistance. All shareholders will be required to enter their individual control number in order to enter the Meeting. Only shareholders of the Funds will be able to participate in the Meeting. If you plan to attend the Meeting virtually, please notify us at [1-800-952-3502].
Please follow the instructions on your proxy card. Your individual control number, which is required to enter the Meeting, is included on your proxy card(s) accompanying this Joint Proxy Statement.
If you hold your shares were heldthrough an intermediary, such as a bank, broker or other custodian (i.e., in “street name”), you must register in advance to access your individual control number in order to attend the nameMeeting virtually online via live webcast using the instructions below. To register and receive your individual control number to attend the Meeting online, you must submit proof of your proxy power (“legal proxy”) from your broker, bank or other nominee, you are required to bring a letter from the nominee indicating that you are the beneficial owner of the shares in the Fund(s), on the Record Daterecord date, and authorizing you to vote.vote along with your name and email address to Computershare, Inc. (“Computershare”) in accordance with the directions below. The letter must also state whether before the Special Meetingmeeting you authorized a proxy to vote for you, and if so, how you instructed such proxy to vote. Requests for registration must be labeled as “Legal Proxy” and be received no later than [January [___], 2021 at [_____] p.m. [Eastern] Time.] You will receive a confirmation of your registration and your individual control number by email after Computershare receives your registration information. Requests for registration for the Meeting should be directed to Computershare as follows:
[By email:
Forward the email from your broker, or attach an image of your legal proxy, to shareholdermeetings@computershare.com.
By mail:
Computershare, Inc.
Shareholder Meeting/Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
You may contact the Funds at [1-866-438-4810] to obtain information about attending the Meeting virtually.]
The Funds do not know of any business other than the Proposal that will, or is proposed to, be presented for consideration at the Meeting. If any other matters are properly presented, the persons named on the enclosed proxy card(s) shall vote proxies in accordance with their best judgment.
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE FOR THE PROPOSAL.
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL
Below is a brief overview of the subject of the shareholder vote. Your vote is important, no matter how large or small your holdings may be. Please callread the Trustfull text of this Joint Proxy Statement, which contains additional information about the Proposal, and keep it for future reference.

QUESTIONS ABOUT THE PROPOSAL
What will these changes do if approved?
Shareholders of the Funds are being asked to approve changing each Fund’s sub-classification from a diversified fund to a non-diversified fund, as defined under the Investment Company Act of 1940, as amended (“1940 Act”). The changes will give each of the Funds the ability to invest a greater percentage of its assets in the obligations or securities of a smaller number of issuers or any one issuer than a diversified fund. However, shareholders should note that if the changes in the Funds’ sub-classifications to “non-diversified” are approved, the Funds’ risk profiles may increase.
Why are shareholders being asked to approve these changes?
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As explained more fully below, each Fund is sub-classified as a diversified fund and has declared a fundamental policy of being diversified, which may not be changed or eliminated without shareholder approval. A diversified fund must limit all investments greater than 5% of its assets in any one issuer to no more than, in the aggregate, 25% of the fund’s assets. However, for the past several years, each Fund has had a high concentration of investments that are greater than 5% of the Fund’s assets in any one issuer, which, at(800) 952-3502 if you plan times, has resulted in the Fund having had to attendtrim positions or limit new investments. The Board recommends that the Special Meeting.Funds be reclassified as “non-diversified” funds. As non-diversified funds, each Fund could invest a greater portion of its assets in any one issuer and invest overall in a smaller number of issuers than a diversified fund. The Funds’ portfolio managers believe that the proposed change will allow the Funds to better implement their investment strategies and remain compliant with the limits of the 1940 Act.
VOTING PROCEDURES
How Dodo I Votevote by Proxy?
proxy?
Whether you plan to attend the Special Meeting or not, we urge you to complete, sign and date the enclosed proxy card and to return it promptly in the envelope provided. Returning the proxy card will not affect your right to attend the Special Meeting or to vote at the Special Meeting if you choose to do so.
If you properly complete and sign your proxy card and send it to us in time to vote at the Special Meeting, your “proxy” (the individual(s) named on your proxy card) will vote your shares as you have directed. If you sign your proxy card but do not make specific choices,specify how to vote your shares, your proxy will vote your shares “FOR” the Proposal, as recommended by the Board, as follows and in accordance with management’s recommendationthe judgment of your proxy on other matters:matters.
• FOReliminating the Fund’s fundamental investment restriction that requires the Fund to concentrate its investments in the securities of issuers engaged primarily in utilities-related industries.
Proxies marked “WITHHOLD” will not be voted “FOR” the Proposal, but will be counted for purposes of determining whether a quorum is present, and will therefore have the same effect as a vote “AGAINST” the Proposal. Your proxy will have the authority to vote and act on your behalf at any adjournment or postponement of the Special Meeting.
Shareholders may also transact any other business not currently contemplated that may properly come before the Special Meeting in the discretion of the proxies or their substitutes.
How Do I VoteWhat is the deadline to submit my proxy by Telephonemail, telephone or the Internet?internet?
If you choose to vote by proxy, we must receive your proxy in time to be voted at the Meeting or any adjournments or postponements thereof, which means the proxy must be received prior to the closing of the polls of the Meeting or any adjournment or postponements thereof. All proxies must be delivered to the Secretary of the respective Fund before being voted. To ensure we receive your proxy in time, we urge you to mail your proxy card(s) or record your voting instructions by telephone or via the internet today.
How do I vote by telephone or the internet?
You may vote your shares by telephone or through a website established for that purpose by following the instructions that appear on the proxy card accompanying thisyour Joint Proxy Statement.


3

May I Revoke My Vote?
revoke my vote?
If you authorize a proxy to vote for you, you may revoke the authorization at any time before it is exercised.voted. You can do this in one of fourthe following ways:
 
•
• 
You may send in another proxy card at a later date, prior to the Shareholder Meeting.
• If you submitted a proxy by telephone, via the Internet or via an alternative method of voting permitted by your broker, you may submit another proxy by telephone, via the Internet, or via such alternative method of voting, or send in anothersubsequent proxy with a later date.
•
You may deliver a written notice to your Trust stating that the proxy is revoked, or file a revocation via any electronic, telephonic, computerized or other alternative means.
•
You may call the telephone number or visit the website that appears on your proxy card.
•
You may provide written notice of the death or incapacity of the maker of the proxy to your Trust.
 
•
You may notify the Trust’s secretary in writing before the Special Meeting that you have revoked your proxy.
 • 
You may vote in person at the Special Meeting, as set forth above under the heading, “How Do I Vote in Person?”Meeting.
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ADDITIONAL INFORMATION REGARDING VOTING AT THE MEETING
Will any other matters be voted on at the Meeting?

Management is not aware of any matters to be presented at the Meeting other than the Proposal discussed in this Joint Proxy Statement. However, if any other matters properly come before the Meeting, proxies will be voted on such matters in accordance with the judgment of the persons designated therein as proxies consistent with their fiduciary duties as set forth in Statement on Adjournment of Investment Company Shareholder Meetings and Withdrawal of Proposed Rule 20a-4 and Amendment to Rule 20a-1, Investment Company Act Release No. 7659 (Feb. 6, 1973) (the “1973 Release”).
What Isis the Quorum Requirement?
quorum requirement?
A quorum of shareholders is necessary to hold a valid meeting. A quorum will exist for the Fundexists if shareholders entitled to vote one-third of the issued and outstanding shares of the Fund on the Record Date are present at the Special Meeting in personvirtually or by proxy. Abstentions and broker non-votes will count as shares present at the Meeting for purposes of establishing a quorum.
What is a “broker non-vote”?
Under rules applicable to broker-dealers, your broker will not be entitled to vote on the proposal unless it has received instructions from you. A “broker non-vote” occurs when a broker has not received voting instructions from a shareholder and is barred from voting the shares without shareholder instructions because the proposal is considered to be non-routine. The proposal described in this proxy statement isBecause the Proposal may be considered non-routine, and, therefore, your broker likely will not be permitted to vote your shares if it has not received instructions from you, and the shares will be considered “broker non-votes.” As a result, we urge you to complete and send in your proxy or voting instructions so your vote can be counted.
Abstentions and broker non-votes will count as shares“Broker non-votes” are considered present at the Special Meeting for purposes of establishing a quorum.
Could There Bethere be an Adjournmentadjournment of the Special Meeting?
If a quorum is not present at the Special Meeting, orthe vote of the holders of a majority of the shares cast will have the power to adjourn the Meeting from time to time, without notice other than an announcement at the Meeting, until a quorum is attained. If a quorum is present but sufficient votesat the Meeting, the vote of the holders of one-third of the shares cast will have the power to approveadjourn the Meeting with regard to the Proposal are not received, thenscheduled to be voted on at the person(s) presiding over the Special Meeting, or to adjourn the persons namedMeeting entirely, without notice other than an announcement at the Meeting. Provided a quorum is present, any business may be transacted at such adjourned meeting that might have been transacted at the Meeting as proxiesoriginally notified.
A meeting may propose one orbe adjourned from time to time without further notice to shareholders to a date not more adjournments ofthan 120 days after the Special Meeting of the Fund to allow for further solicitation of proxies.original record date. The persons named as proxies will vote in their discretion on questions of adjournment for those shares for which proxies that they are entitledhave been received. With respect to voteadjournments, the persons named as proxies will adhere to the guidelines provided in favorthe 1973 Release, and weigh carefully the decision whether to adjourn the Meeting for the purpose of soliciting shareholders to obtain additional proxies. In any such an adjournment, provided that they determine that suchcase, the persons named as proxies will consider whether an adjournment and additional solicitation is reasonable and in the interest of shareholders, based on a considerationor whether such procedures would constitute an abuse of all relevant factors, including, among other things,office.

What is the percentage of votes then cast,vote necessary to approve the percentage of negative votes then cast, the nature of the proposed solicitation activities, and the nature of the reasons for such further solicitation.
What Is the Vote Necessary to Approve the Proposal?
Approval of the Proposal requires the lesser of (a) the affirmative vote of 67% or more of the shares of the Fundvoting securities present or represented by proxy, at the Special Meeting, if the holders of more than 50% of the outstanding sharesvoting securities of the Fund on the Record Date are present or represented by proxy, or (b) the affirmative vote of more than 50% of the outstanding sharesvoting securities of the Fund on the Record Date.Fund. Abstentions and broker non-votes are counted as votes present for purposes of establishingachieving a quorum but are not considered votes cast at the Special Meeting. As a result, they have the same effect as a vote against“AGAINST” the Proposal because approval of the Proposal requires the affirmative vote of a percentage of the sharesa Fund’s voting securities present or represented by proxy at the Special Meeting or a percentage of the outstanding sharesvoting securities.
All voting securities represented by properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon. Proxies on which no vote is indicated will be voted “FOR” the Proposal. Proxies marked “WITHOLD” will not be voted “FOR” the Proposal, but will be counted for purposes of determining whether a quorum is present, and will therefore have the Fund.same effect as a vote “AGAINST” the Proposal.
How Will Proxies Be Solicitedwill proxies be solicited and Who Will Pay?
who will pay?
The Trust has engaged the services ofTrusts have retained Computershare, Fund Services (the “Solicitor”)a professional proxy solicitation firm, to assist in the solicitation of proxies for the Special Meeting. The Solicitor’s costs for the Fund areestimated cost of solicitation is currently estimated to be


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in the aggregate approximately $55,000.$[_____]. The Trust expectsTrusts expect to solicit proxies principally by mail, but the TrustTrusts or the SolicitorComputershare may also solicit proxies by telephone, facsimile, internet or personal interview. The Trust’sTrusts’ officers will not receive any additional or special compensation for any such solicitation. The expenses of preparing, printing and mailing these proxy solicitation materials and all other costs in connection with the solicitation of proxies for the Proposal will be borne by the Funds, except that, with respect to Invesco Capital Appreciation Fund and Invesco Technology Fund only, Invesco Advisers, Inc. (the “Adviser”) may bear indirectly some or all of the proxy solicitation costs as a result of an expense limitation arrangement in place between the Adviser and the Funds. The Funds will payalso reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the costbeneficial owners of soliciting proxies.
Will Any Other Matters Be Voted onthe shares of the Funds. In order to obtain the necessary quorum at the Special Meeting?Meeting, additional solicitation may be made by mail, telephone, facsimile or
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Management is not aware of any matters to be presented at the Special Meeting other than those discussed in this Proxy Statement. If any other matters properly come before the Special Meeting, the shares represented
personal interview by proxies will be voted on those matters in the discretionrepresentatives of the proxiesFunds, the Adviser or its affiliates, by the transfer agent to the Funds and by dealers or their substitutes and generally in accordance with management’s recommendation.representatives.
How Maymay a Shareholder Proposal Be Submitted?
shareholder proposal be submitted?
As a general matter, the Fund doesFunds do not hold regular meetings of shareholders. ShareholderShareholders wishing to submit proposals for consideration atinclusion in a proxy statement for a subsequent shareholder meeting of shareholdersshould send their written proposals to the Secretary of the respective Fund shouldat Greenway Plaza, Suite 1000, Houston, Texas 77046-1173. Proposals must be submittedreceived a reasonable time before the Funds begin to the Trust at the address set forth on the first page of this Proxy Statement. Toprint and send their proxy materials to be considered for presentation at a meeting of shareholders,inclusion in the Trust must receive proposals within a reasonable time, as determined by the Trust’s management, before proxy materials are prepared for the meeting. SuchTimely submission of a proposal does not, however, necessarily mean the proposal will be included. With respect to proposals also must comply with applicable law.submitted on an untimely basis and presented at a shareholder meeting, persons named as proxy agents will vote in their discretion. Additional requirements regarding shareholder proposals are included in the Funds’ Bylaws, which are available upon request.


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PROPOSAL6
FUND SERVICE PROVIDERS
APPROVAL OF ELIMINATION OF A FUNDAMENTAL INVESTMENT RESTRICTION
What Am I Being Asked to Approve?
At a meeting held on October24-26, 2012, the Board, upon recommendationInvestment Adviser of the Adviser, unanimously approved a proposal to eliminate the following fundamental restriction of the Fund (the “Fundamental Restriction”):
“Invesco Utilities Fund will concentrate (as that term may be defined or interpreted by the 1940 Act Laws, Interpretations and Exemptions) its investments in the securities of issuers engaged primarily in utilities-related industries.”
If the removal of the Fundamental Restriction is approved, the Adviser will transition the Fund to a diversified high income-seeking equity fund. In connection with this transition, the Board approved several additional changes to the Fund, including changes to its name, investment objective, principal investment strategies and dividend distribution frequency. The Board also approved the removal of the following non-fundamental investment restriction of the Fund, which will no longer be necessary as it defines “utilities related industries” as used in the Fundamental Restriction:
“For purposes of Invesco Utilities Fund’s fundamental investment restriction regarding industry concentration an issuer will be considered to be engaged in a utilities-related industry if (1) at least 50% of its gross income or its net sales are derived from activities in utilities-related industries; (2) at least 50% of its total assets are devoted to producing revenues in utilities-related industries; or (3) based on other available information, the Fund’s portfolio manager(s) determines that its primary business is within utilities-related industries.”
Funds
The chart set forth below summarizes the differences between theinvestment adviser for each Fund as it is currently positioned and the Fund as it would be positioned if the Proposal is approved.
CurrentProposed
NameInvesco Utilities FundInvesco Dividend Income Fund
Investment ObjectiveLong-term growth of capital and, secondarily, current incomeCurrent Income and long-term growth of capital
Portfolio Managers
(no change)		Meggan Walsh and Robert BotardMeggan Walsh and Robert Botard
Principal Investment
Strategies		The Fund invests, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in securities of issuers engaged in utilities-related industries. The Fund invests predominantly in equity securities. In complying with the 80% investment requirement, the Fund may include synthetic securities that have economic characteristics similar to the Fund’s direct investments that are counted toward the 80% investment requirement. The Fund may invest up to 25% of its net assets in foreign securities, including U.S. dollar-denominated securities, of issuers doing business in utilities-related industries.

In selecting investments, the portfolio managers seek to identify issuers predominantly within the electric utility, natural gas, water and telecommunications industries. The investment team generally emphasizes issuers with solid balance sheets and operational cash flow that support sustained or increasing dividends. Through fundamental research, financial statement analysis and multiple valuation metrics, the management team estimates a target price for each security over a two- to three-year investment horizon.		The Fund invests, under normal circumstances, at least 80% of its net assets (plus any borrowings for investment purposes) in dividend-paying equity securities and in other instruments that have economic characteristics similar to such securities. The Fund may invest up to 25% of its net assets in foreign securities. The Fund may invest in securities issued by companies of any market capitalization but is currently focused on large capitalization companies.

In selecting investments, the portfolio managers seek to deliver the value of dividend investing by identifying primarily above-market yielding stocks with consistent and defensible dividends. The portfolio managers’ process also emphasizes long-term capital appreciation. Through fundamental research, the management team measures the strength and sustainability of a company’s dividend by analyzing the free cash flow potential over various economic environments. The portfolio managers construct a portfolio they believe provides above-average dividend income and the potential to grow capital over the long-term. Portfolio risk is managed


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CurrentProposed
The portfolio managers then construct a portfolio which they believe provides the best total return potential based on a combination of price appreciation, dividend income and a favorable risk profile. The portfolio managers consider whether to sell a particular security when any of these factors materially change.utilizing careful stock selection, maintaining exposure to multiple sectors and employing a rigorous buy-and-sell discipline.

The portfolio managers consider selling or trimming a stock when it no longer materially meets their investment criteria, including when (1) a stock reaches its fair valuation (target price); (2) there is deterioration in the capital structure; or (3) a more attractive investment opportunity presents itself.
Principal RisksForeign Securities Risk. The dollar value of the Fund’s foreign investments may be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded. The value of the Fund’s foreign investments may be adversely affected by political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.Foreign Securities Risk. The dollar value of the Fund’s foreign investments may be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded. The value of the Fund’s foreign investments may be adversely affected by political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors.
Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.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.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.
Sector Fund Risk. The Fund’s investments are concentrated in a comparatively narrow segment of the economy. This means that the Fund’s investment concentration in the sector is higher than most mutual funds and the broad securities market. Consequently, the Fund may be more volatile than other mutual funds, and consequently the value of an investment in the Fund may tend to rise and fall more rapidly.
Synthetic Securities Risk. Fluctuations in the values of synthetic securities may not correlate perfectly with the instruments they are designed to replicate. Synthetic securities may be subject to interest rate changes, market price fluctuations, counterparty risk and liquidity risk.
Utilities Sector Risk. Governmental regulation, difficulties in obtaining adequate financing and investment return, environmental issues, prices of fuel for generation of electricity, availability of natural gas, risks associated with power marketing and trading, and risks associated with nuclear power facilities may adversely affect the market value of the Fund’s holdings. Deregulation in the utilities industry presents special risks. Some companies may be faced with increased competition and may become less profitable.

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  Current Proposed
  Net Assets Annual Rate Net Assets Annual Rate
Advisory Fee
 First $350 million 0.75% First $350 million 0.75%
(no change)
 Next $350 million 0.65% Next $350 million 0.65%
  Next $1.3 billion 0.55% Next $1.3 billion 0.55%
  Next $2 billion 0.45% Next $2 billion 0.45%
  Next $2 billion 0.40% Next $2 billion 0.40%
  Next $2 billion 0.375% Next $2 billion 0.375%
  Over $8 billion 0.35% Over $8 billion 0.35%
         
Expense Ratios1
 Class A Shares 1.32% Class A Shares 1.10%
  Class B Shares 2.07% Class B Shares 1.85%
  Class C Shares 2.07% Class C Shares 1.85%
  Class R5 Shares 1.07% Class R5 Shares 0.85%
  Class R6 Shares 1.07% Class R6 Shares 0.85%
  Class Y Shares 1.07% Class Y Shares 0.85%
  Investor Class Shares 1.32% Investor Class Shares 1.10%
         
Distribution Frequency
 Quarterly Monthly
         
Benchmarks
 S&P 500® Index S&P 500® Index
  S&P 500® Utilities Index Russell 1000 Value Index
  Lipper Utility Funds Index Dow Jones Select Dividend Index Lipper Equity Income Funds Index
         
1Represents expense ratios after fee waivers/expense reimbursements. Proposed rates would be effective for one year following the effective date of the Fund changes described herein. See the section below titled “How Will the Proposed Elimination of the Fundamental Restriction Benefit the Fund” for additional information about the fee waiver/expense reimbursement. Both the current and proposed expense ratios before fee waivers and/or expense reimbursements are expected to be the same. The Fund’s current expense ratios are as follows: 1.33%, 2.08%, 2.08%, 0.87%, 0.82%, 1.08% and 1.33% for Class A, Class B, Class C, Class R5, Class R6, Class Y and Investor Class Shares, respectively.
If shareholders approve the Proposal, the Fund will be renamed “Invesco Dividend Income Fund” and its investment objective and investment strategies, consistent with its new name, will change as discussed in detail above. The Board may change the Fund’s name, investment objective and investment strategies without shareholder approval. If shareholders do not approve the Proposal, the Board will consider other appropriate actions for the Fund.
How Will the Proposed Elimination of the Fundamental Restriction Benefit the Fund?
The Adviser believes, and the Board considered, that the proposed new investment strategy would greatly expand the pool of potential investments for the Fund by permitting the Fund to focus on investments outside of the utilities sector. Under the new investment strategy, the Adviser will seek to deliver high current income with less volatility and greater downside protection versus the broad market. The changes to the Fund are expected to decrease sector-specific volatility over a full market cycle while maintaining an income bias by investing in a broader range of sectors and holding a greater number of issuers. The new investment objective and strategy will allow investors to diversify their sources of income through the Fund’s broader investment mandate, while still providing an opportunity for modest growth in capital. The Adviser noted, and the Board considered, that like most high income-seeking equity funds, the Fund’s new investment strategy is likely to underperform the broader equity market during equity market rallies but has the potential to outperform the broader equity market during periods of market stress. The Adviser believes, and the Board considered, that this change will broaden the distribution appeal of the Fund to investors seeking high current equity income versus the Fund’s current, single sector investment strategy.
In addition, the Adviser has contractually agreed with the Fund, through June 30, 2013, to waive advisory feesand/or reimburse expenses to the extent necessary to limit the total expense ratio (“TER”) for all share classes of the Fund at 1.32%, 2.07%, 2.07%, 1.07%, 1.07%, 1.07% and 1.32% for Class A, Class B, Class C, Class R5, Class R6, Class Y and Investor Class Shares, respectively. The Fund’s current TER cap for Class A Shares is 1.32%.

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If the changes to the Fund’s name and strategies are approved, the TER caps will be further reduced for all share classes of the Fund as follows: 1.10%, 1.85%, 1.85%, 0.85%, 0.85%, 0.85% and 1.10% for Class A, Class B, Class C, Class R5, Class R6, Class Y and Investor Class Shares, respectively. The reduced caps will be effective for one year following the effective date of the Fund changes described herein. The savings to the Fund’s shareholders amounts to approximately $1.1 million, representing Fund expenses that will be paid by the Adviser as a result of the reduced caps. The Fund’s expenses before waiversand/or reimbursements are not expected to change as a result of the implementation of the changes to the Fund described herein.
What is the Tax Impact of the Portfolio Repositioning Resulting from the Proposed Changes?
The repositioning of the Fund as a diversified high income-seeking equity fund will result in the sale of a portion of the Fund’s portfolio securities as the Fund’s portfolio managers align the portfolio with the new investment strategy. These sales may result in the realization of capital gains, reduced by any available capital loss carryovers, which would be distributed to shareholders. The amount of any capital gains that may be realized and distributed to the shareholders of the Fund will depend upon a variety of factors, including the Fund’s net unrealized appreciation in the value of its portfolio assets at that time. Based on net unrealized appreciation in portfolio investments at September 30, 2012 on a book basis, the Fund would realize an estimated $27,520,000 of long-term capital gains ($1.27 per share; 7% of NAV), assuming that 65% of its portfolio investments are sold on a pro-rata basis. The Fund’s tax basis capital loss carryover of $11,849,000 (as reduced by realized gains through September 30, 2012) was utilized in this estimate which is subject to limitations from a previous reorganization, which may limit the Fund’s ability to utilize a portion of the capital loss carryover. Depending upon the particular securities sold in the repositioning and the amount of gains realized, the utilization of the capital loss carryover could be limited in which case the amount of distributable gains would increase.
The Fund will also incur transaction costs, such as commissions, due to the repositioning of the portfolio, as the percentage of investments expected to be sold is more than double the Fund’s typical annual portfolio turnover rate. Invesco believes that these portfolio turnover costs would total approximately $1,026,639.00 ($0.05 per share).
In 2013, the Fund may declare and pay a distribution to its shareholders of the capital gains realized by the Fund (net of available capital loss carryovers) as a result of such repositioning. If the Fund decides to make this additional distribution, it plans to apply to the SEC for an exemption from Section 19(b) to make an additional capital gains distribution due to “unforeseen circumstances” given the nonrecurring nature of this potential distribution. The Fund would file for this exemption as a precautionary measure in early 2013. In the event the Fund is not granted an exemption, the Fund may not make this special capital gains distribution to shareholders and capital gains resulting from the repositioning would be paid to shareholders in the ordinary course.
This additional dividend should not impact the timing of the recognition in income by individual shareholders of these capital gains. All net capital gains recognized due to the repositioning, if not earlier distributed, would likely be distributed by December 31, 2013 in order for the Fund to satisfy its annual distribution requirements and avoid excise tax. Additionally, short-term and long-term capital gains are currently taxed at reduced rates. These reduced rates are presently scheduled to sunset December 31, 2012, unless Congress extends the rates presently in effect (possibly retroactively to January 1, 2013) or makes them permanent. If these rates sunset without legislative action, the highest marginal rate for short-term capital gains would increase from 35% to 39.6%, and the highest rate for long-term capital gains would increase from 15% to 20%. Effective January 1, 2013, a 3.8% Medicare tax will be imposed on income dividends and capital gain distributions received by U.S. individuals, estates and trusts subject to certain threshold amounts.
In the event the Fund later realizes capital losses that reduce the amount of capital gains otherwise distributable to shareholders for such fiscal year, all or a portion of such distribution may be classified as a return of capital. Return of capital distributions generally are not taxable to shareholders. Your cost basis in your Fund shares will be decreased by the amount of any return of capital. Any return of capital distributions in excess of your cost basis will be treated as capital gains.


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Shareholder-initiated redemptions resulting from the proposed changes could subject the capital loss carryovers of the Fund to an annual limitation if they result in a more than 50% “change in ownership” of the Fund. An ownership change could result in capital loss carryovers being used at a slower rate, thereby reducing the Fund’s ability to offset capital gains with those losses and possibly causing the Fund to pay out more capital gains as a result of such repositioning than if such ownership change had not occurred.
The above considerations are general in nature and individual shareholders should consult their own tax advisors as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to shareholders who hold their shares in a tax-deferred account except that such shareholders will bear their proportionate share of any transaction costs, such as commissions, resulting from the repositioning of the portfolio.
When Will the Proposal Be Implemented?
The Board anticipates that if the Proposal is approved by shareholders, the changes to the Fund described in this Proxy Statement will be implemented promptly after the Special Meeting, upon appropriate disclosure being made in the Fund’s Prospectus and Statement of Additional Information.
What is the Board’s Recommendation on the Proposal?
At in-person meetings held on October24-26, 2012, the Board considered the recommendation of the Adviser to eliminate the Fundamental Restriction. The Board considered all relevant factors, including the potential impact of the Proposal and the related changes on the Fund. Following its consideration of these matters, the Board unanimously approved the Proposal.
The Board, including the independent trustees of the Board, unanimously recommends that you vote “FOR” the Proposal.
PENDING LITIGATION
Investigations Related to Market Timing
On August 30, 2005, the West Virginia Securities Commissioner (WVSC) issued a Summary Order to Cease and Desist and Notice of Right to Hearing to AIM Advisors, Inc. and AIM Distributors, Inc. (predecessors to Invesco Advisers, Inc. andThe Adviser is an indirect, wholly-owned subsidiary of Invesco Distributors, Inc., respectively) (collectively, “Invesco”) (OrderNo. 05-1318).Ltd. The WVSC alleged that Invesco entered into certain arrangements permitting market timing and failed to disclose these arrangements in violation of the West Virginia securities laws. The WVSC 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. This matter continues to be indefinitely suspended.
You can find more detailed information concerning the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the Fund’s public filings with the Securities and Exchange Commission and on Invesco’s internet websiteAdviser is located at www.invesco.com/us.
ADDITIONAL INFORMATION
Who is the Fund’s Investment Adviser and Administrator?
Invesco Advisers, Inc., 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, is the30309. The Adviser, as successor in interest to multiple investment advisers, has been an investment adviser and administrator for the Fund.since 1976.
Who Are the Fund’s CurrentSub-Advisers?


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The following affiliatesSub-Advisers of the Funds
The Adviser (collectively, the “affiliatedsub-advisers”)has entered into a sub-advisory agreement with certain affiliates to serve assub-advisers, pursuant to the Fund andwhich these affiliated sub-advisers may be appointed by the Adviser from time to time to provide discretionary investment management services, investment advice,and/or order execution services to the Fund:Fund. The affiliated sub-advisers, each of which is a registered investment adviser under the Investment Advisers Act of 1940, as amended, are Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc., Invesco Canada Ltd., and, only with respect to Invesco Capital Appreciation Fund, Invesco Capital Management, LLC and Invesco Asset Management (India) Pvt. Ltd., (each a “Sub-Adviser” and collectively, the “Sub-Advisers”). Each Sub-Adviser is an indirect, wholly-owned subsidiary of Invesco Ltd.

Each Sub-Adviser is located at the address listed below.

Invesco Asset Management Deutschland GmbH located at
An der Welle 5
1st Floor
Frankfurt, Germany 60322.60322

Invesco Asset Management Limited, located at 30 Finsbury Square, London, EC2A 1AG, Ltd.
Perpetual Park Drive
Henley-on-Thames
Oxfordshire RG9 1HH
United Kingdom.Kingdom

Invesco Asset Management (Japan) Limited located at
Roppongi Hills Mori Tower 14FP.O. Box 115, 
6-10-1 Roppongi
Minato-ku, Tokyo106-6114 Japan.
Invesco Australia Limited, located at 333 Collins Street, Level 26, Melbourne Victoria 3000, Australia.

Invesco Hong Kong Limited located at
41/F CitibankChampion Tower
3 Garden Road, Central
Hong Kong.Kong

Invesco Senior Secured Management, Inc., located at
1166 Avenue of the Americas 26F
New York, New York 10036.NY 10036

Invesco Canada Ltd., located at
5140 Yonge Street Suite 800
Toronto, Ontario Canada M2N 6X7.6X7

Who IsInvesco Capital Management, LLC
3500 Lacey Road Suite 700
Downers Grove, IL 60515

Invesco Asset Management (India) Private Limited
2101-A, A Wing, 21st Floor, Marathon Futurex,
N. M. Joshi Marg, Lower Parel,
Mumbai, Maharashtra, India, 400 013
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Other Service Providers of the Fund’s Funds
Administrative Services
Each Fund has entered into a master administrative services agreement with the Adviser, pursuant to which the Adviser performs or arranges for the provision of accounting and other administrative services to each Fund, which are not required to be performed by the Adviser under its investment advisory agreement. Pursuant to a subcontract for administrative services with the Adviser, State Street Bank and Trust Company performs certain administrative functions for the Fund. State Street Bank and Trust Company is located at 225 Franklin Street, Boston, Massachusetts 02110-2801.
Principal Underwriter?Underwriter
The principal underwriter for each Fund is Invesco Distributors Inc., located at 11 Greenway Plaza, Suite 1000, Houston, Texas77046-1173, 77046-1173.
Custodian and Transfer Agent
The custodian for each Fund is State Street Bank and Trust Company located at 225 Franklin Street, Boston, Massachusetts 02110-2801. The transfer agent for each Fund is Invesco Investment Services, Inc. located at 11 Greenway Plaza, Suite 1000, Houston, Texas 77046-1173, a wholly-owned subsidiary of Invesco Ltd.
PROPOSAL
TO APPROVE CHANGING EACH FUND’S SUB-CLASSIFICATION FROM “DIVERSIFIED” TO “NON-DIVERSIFIED” AND APPROVE THE ELIMINATION OF A RELATED FUNDAMENTAL INVESTMENT RESTRICTION.
Background
The Funds are currently sub-classified as “diversified” funds for purposes of Section 5(b)(1) of the principal underwriter1940 Act. As diversified funds, the Funds are limited as to the amount they may invest in any single issuer. Specifically, for 75% of its total assets, each Fund currently may not invest in a security if, as a result of such investment, more than 5% of its total assets (calculated at the time of purchase) would be invested in securities of any one issuer. In addition, for 75% of its total assets, each Fund may not hold more than 10% of the outstanding voting securities of any one issuer. The restrictions in Section 5(b)(1) do not apply to investments in U.S. government securities, securities of other investment companies (for example, other funds), cash and cash items.
In addition, each Fund currently has a fundamental investment limitation on diversification (which may only be changed with shareholder approval), which states:
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. 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.
If shareholders approve changing each Fund’s sub-classification from diversified to non-diversified, this corresponding fundamental investment limitation will be eliminated.
If the Proposal is approved by shareholders, the Funds will no longer be subject to the diversification limitation set forth in Section 5(b)(1) of the 1940 Act or the Funds’ current fundamental investment limitations on diversification. Although each Fund would no longer be subject to the 1940 Act diversification restrictions if shareholders approve the Proposal, each Fund will continue to be subject to federal tax diversification restrictions of Subchapter M of the Internal Revenue Code of 1986, as amended (the “IRC”). For purposes of the IRC, each Fund operates as a “regulated investment company.” As such, each Fund must meet certain diversification requirements, including the requirement that, in general, at least 50% of the market value of its total assets at the close of each quarter of its taxable year must be invested in cash, cash equivalents, U.S. government securities, securities of other regulated investment companies, and securities of issuers (including foreign governments) with respect to which the Fund has invested no more than 5% of its total assets in securities of any one issuer and owns no more than 10% of the outstanding voting securities of any issuer. Each Fund also must invest no more than 25% of the value of its total assets in securities (other than U.S. government securities and securities of other regulated investment companies) of any one issuer or of
8
two or more issuers that the Fund controls and is engaged in the same, similar or related trades or businesses or, collectively, in the securities of certain publicly traded partnerships. These limits apply only as of the close of each quarter of each Fund’s taxable year. These federal tax diversification requirements may change in the future without shareholder approval.
The asset classes in which the Funds invest have experienced fundamental changes that have made it difficult for the Fund.Funds to pursue their existing investment strategies while maintaining their 1940 Act diversification status. Over the course of the last ten years, the Funds’ asset classes have become increasingly dominated by certain large companies and the significant outperformance of some of these companies, which has resulted in a higher level of concentration of these companies in each Fund’s asset class. In other words, these companies now represent a large percentage of the investment universes in which the Funds invest.
Due to these structural changes to the Funds’ investment universes, the Funds are not able to take as large of positions in these companies as the respective portfolio management team believes to be beneficial for the Fund’s portfolio because the Funds are limited in doing so to maintain their diversified status. (For a diversified fund, all investments greater than 5% in any one issuer may not exceed, in the aggregate, 25% of the fund’s assets.) Thus, changing each Fund’s sub-classification to non-diversified would provide each Fund with the flexibility to pursue its investment strategy given that the Adviser believes the high level of concentration in each Fund’s asset class will remain for the foreseeable future.
However, shareholders should note that if the changes in the Funds’ sub-classifications to “non-diversified” are approved, the Funds’ risk profiles may increase. This is because the investment return on a non-diversified fund typically is dependent upon the performance of the obligations or securities of a smaller number of issuers or any one issuer than a diversified fund. A non-diversified fund can invest a greater portion of its assets in a single issuer and may invest in a smaller number of issuers than a diversified fund. Consequently, a non-diversified fund is more susceptible to adverse developments affecting any single issuer held in its portfolio than a diversified fund, and may be more susceptible to greater losses because of such developments. Accordingly, if the Proposal is approved on behalf of the Funds, the Funds would be subject to greater risk than they currently are subject to as diversified funds.
The Boards considered the recommendations of the Adviser to change the Funds’ sub-classifications under the 1940 Act to non-diversified companies and to eliminate the Funds’ related fundamental investment restrictions. The Boards considered all relevant factors, including the potential impact of the Proposal on the Funds and their risk profiles. Following its consideration of these matters, the Boards unanimously approved the proposed change in each Fund’s sub-classification to “non-diversified” and the elimination of each Fund’s related fundamental investment restriction. It is anticipated that this Proposal, if approved, will be effective upon notification to shareholders of the changes through appropriate revisions to the Funds’ Prospectuses and Statements of Additional Information.
If the Proposal is not approved by shareholders of the Funds, the Funds will continue to operate as diversified funds, as defined under the 1940 Act, and each Fund’s related fundamental investment restriction on diversification will remain in effect.
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL TO CHANGE THE FUNDS’ SUB-CLASSIFICATIONS FROM A DIVERSIFIED TO A NON-DIVERSIFIED FUND AND ELIMINATING THE RELATED FUNDAMENTAL INVESTMENT RESTRICTIONS
9
OTHER INFORMATION
Principal Shareholders of the Funds
The persons who, as of October 26, 2020, held of record 5% or more of any class of the Funds’ shares are set forth in Annex B. To the knowledge of the Funds, no other persons own, directly or beneficially, 5% or more of any class of the Funds’ shares.
General
Management does not intend to present, and does not have reason to believe that others will present, any other items of business at the Meeting. However, if other matters are properly presented to the Meeting for a vote, the proxies will be voted upon such matters in accordance with the judgment of the persons acting under the proxies.
 
How Many SharesFailure of a quorum to be present at the Meeting for either Fund Does Management Own?may necessitate adjournment and may subject such Fund to additional expense.
If you cannot be present at the Meeting, you are requested to fill in, sign and return the enclosed proxy card(s), for which no postage is required if mailed in the United States, or record your voting instructions by telephone or via the internet promptly.


Jeffrey H. Kupor
Senior Vice President, Chief Legal Officer and Secretary

November 16, 2020
10
ANNEX A
SHARES OUTSTANDING
The following table sets forth the number of shares of each class of each Fund outstanding and entitled to vote at the Special Meeting of Shareholders to be held over the internet in a virtual meeting format on January 22, 2021, at 2:00 p.m. Central Time.
Invesco American Franchise Fund
 
Class
Shares Outstanding(1)
Class A
Class C
Class R
Class Y
Class R5
Class R6
(1) As of October 26, 2020.

Invesco Capital Appreciation Fund

Class
Shares Outstanding(1)
Class A
Class C
Class R
Class Y
Class R5
Class R6
(1) As of October 26, 2020.

Invesco Summit Fund

Class
Shares Outstanding(1)
Class A
Class C
Class P
Class S
Class Y
Class R5
Class R6
(1) As of October 26, 2020.
11
Invesco Technology Fund

Class
Shares Outstanding(1)
Class A
Class C
Investor Class
Class Y
Class R5
Class R6
(1) As of October 26, 2020.
12
ANNEX B
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS*
As of November 27, 2012,October 26, 2020, the following record owners of shares of each Fund held, directly or beneficially, 5% or more of the voting securities of a class of securities of the Fund. For purposes of the 1940 Act, any person who owns, directly or through one or more controlled companies, more than 25% of the voting securities of a company is presumed to “control” such company. Accordingly, to the extent that a shareholder identified in the following table as the beneficial owner and holder of record of more than 25% of the outstanding voting securities of a Fund and has voting and/or investment power, the shareholder may be presumed to control such Fund.
Fund
Class of Shares
Name and Address of Holder
Amount of Shares owned
Percentage of Shares Outstanding
Invesco American Franchise Fund
Invesco Capital Appreciation Fund
Invesco Summit Fund
Invesco Technology Fund
*   [As of October 26, 2020, the trustees and officers as a group owned less than 1% of the outstanding shares outstanding of each class of theany Fund.]
13
Does Anyone Own More Than 5% of the Fund?
A list of the name, address and percent ownership of each person who, as of November 27, 2012, to the knowledge of the Trust owned 5% or more of any class of the outstanding shares of the Fund can be found in Exhibit B.
How Many Copies of the Proxy Statement Will I Receive If I Share My Mailing Address with Another Security Holder?
Unless we have been instructed otherwise, we are delivering only one proxy statement to multiple shareholders sharing the same address. We will however, upon written or oral request, promptly deliver a separate copy of this proxy statement to a shareholder at a shared address to which a single copy of this proxy statement was delivered. You may direct this request to Invesco Investment Services, Inc., 11 Greenway Plaza, Suite 1000, Houston, Texas77046-1173, or call(800) 959-4246.


11

EXHIBIT A
SHARES OF THE FUNDS OUTSTANDING ON NOVEMBER 27, 2012
Number of Shares
Outstanding on
Share Class
November 27, 2012
Class A13,891,226.520
Class B951,001.800
Class C1,459,353.706
Class R545,929.166
Class R6511,539.548
Class Y326,315.669
Investor Class3,571,768.076


A-1

EXHIBIT B
OWNERSHIP OF SHARES OF THE FUND
Significant Holders

Listed below is the name, address and percent ownership of each person who, as of November 27, 2012, to the best knowledge of the Trust owned 5% or more of any class of the outstanding shares of the Fund. A shareholder who owns beneficially 25% or more of the outstanding securities of a fund is presumed to “control” the fund as defined in the Investment Company Act of 1940, as amended. Such control may affect the voting rights of other shareholders.
                       
    Number
  Percent
      Number
  Percent
 
    of Shares
  of Class
      of Shares
  of Class
 
Name and
   Owned of
  Owned of
  Name and
   Owned of
  Owned of
 
Address of Record Owner
 Class Record  Record (1)  Address of Record Owner Class Record  Record (1) 
 
Edward D. Jones & Co.
Attn: Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts,
MO63043-3009		 A  1,240,691.27   8.93%  First Clearing, LLC
Special Custody Acct for the Exclusive Benefit of Customer
2801 Market Street
Saint Louis,
MO63103-2523		 A
B
Y		  1,036,599.75
49,055.37
236,676.95		   7.46%
5.13%
72.53%		 
Pershing, LLC
1 Pershing Plz
Jersey City, NJ07399-0001		 A
B
C
R5		  939,105.01
73,787.58
125,119.10
3,521.27		   6.76%
7.71%
8.57%
7.19%		  National Financial Services, LLC
FEBO Customers — Mutual Funds
200 Liberty Street, 1WFC
New York, NY 10281-1003		 A
C
Investor		  864,646.31
97,781.71
217,994.21		   6.22%
6.7%
6.1%		 
BNY Mellon Investment Servicing Inc.
FBO Primerica Financial Services
760 Moore Road
King of Prussa,
PA19406-1212		 B  121,855.85   12.73%  Merrill Lynch
4800 Deer Lake Drive E
Jacksonville,
FL 32246-6484		 C
Y		  158,589.38
29,841.56		   10.86%
9.14%		 
Morgan Stanley Smith Barney
Harborside Financial Center
Plaza 2, 3rd Floor
Jersey City, NJ 07311		 C
Y		  129,058.53
19,666.41		   8.84%
6.03%		  Raymond James
Omnibus for Mutual Funds
Attn Courtney Waller
St. Petersburg,
FL 33716-1102		 C  93,578.11   6.41% 
Charles Schwab & Co., Inc.
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco,
CA94104-4151		 Investor  709,534.64   19.86%  Invesco Group Services, Inc.
1555 Peachtree St. NE
Atlanta, GA 30309-2460

FIIOC Agent
Employee Benefit Plans
100 Magellan Way #KW1C
Covington, KY 41015-1987		 R5




R5		  22,605.37




18,208.92		   46.13%




37.16%		 
SEI Private Trustco
Attn MF Admin
1 Freedom Valley Dr
Oaks, PA19456-9989		 R5  4,598.58   9.38%  Invesco Income Allocation Fund
Omnibus Account
c/o Invesco Advisers
11 E. Greenway Plz, Ste 2500
Houston, TX 77046-1188		 R6  511,095.66   100% 
                       
(1)The Trust has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially.


B-1

QUESTIONS & ANSWERS FOR:
Invesco Utilities Fund
We encourage you to read the proxy statement in full; however, the following represent some typical questions that shareholders may have regarding the proxy statement.
HOW DO I VOTE?
Voting may take place in the following ways:
• You may vote your shares atwww.proxy-direct.com.  You will need the control number from your proxy card to vote on the Internet. Because Internet voting is the most economical way to vote your proxy, we encourage all shareholders to use this method.
• You may call in your vote to a24-hour automated system at1-800-337-3503. You will need the control number from your proxy card to vote by telephone. For questions or to vote through a customer service representative you may call866-200-5214; you will be asked to verify your identity by providing certain information such as your current address and ZIP code.
• You may indicate your vote on the proxy card and return it in the postage-paid envelope mailed to you with this proxy statement.
• If you do attend the meeting, you may vote your shares in person. Please notify us by calling1-800-952-3502 if you plan to attend the meeting.
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The Board recommends that you vote FOR the proposal.
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, the fund may not receive enough votes to go forward with the February 1, 2013 shareholder meeting. If this happens, additional solicitations may have to be made to obtain a quorum, or proxies may have to be resent to shareholders, which will result in additional expense to the fund.
WHO HAVE WE CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
We have hired Computershare Fund Services as the Fund’s proxy solicitor. If we do not receive your vote after a reasonable amount of time, you may receive a telephone call from them reminding you to vote your shares.
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by proxy-direct.com maintains a high level of security to ensure the confidentiality of your vote. Security features include:
• Secure Sockets Layer (SSL)— A security measure that encrypts all information that travels between proxy-direct.com Web server and the shareholder’s computer.
• Control Number— Each shareholder is required to enter his or her control number. proxy-direct.com verifies the number and presents the holder with the proxy card.
• Firewall— To protect the confidentiality of your account records, proxy-direct.com uses only control numbers and card codes to register votes. Voted positions are then periodically uploaded to our master database of shareholders listed as of the record date. All account-specific data remains behind our firewall.

HOW DO I SIGN THE PROXY CARD?
The following general rules for signing proxy cards may be of assistance to you and could help avoid the time and expense involved in validating your vote if you fail to sign your proxy card properly.
Individual and Joint Accounts:  Shareholders and joint owners should sign exactly as their name appears in the account registration shown on the proxy card.
All Other Accounts:  The capacity of the individual signing the proxy card (for example, “trustee”) should be indicated unless it is reflected in the form of registration. If a corporation, limited liability company, or partnership, please sign full entity name and indicate the signer’s position with the entity.
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the shareholder meeting, which will be held on February 1, 2013 at 10:00 a.m. Central time.
WHAT IS THE PROPOSAL BEING PRESENTED AT THE MEETING AND WHAT AM I BEING ASKED TO VOTE ON?
• To approve the elimination of the Fund’s fundamental investment restriction that requires the Fund to concentrate its investments in the securities of issuers engaged primarily in utilities-related industries. The proposed elimination of this fundamental restriction will permit the Fund to transition from a utilities securities-based fund to a diversified high income-seeking equity fund. As part of this transition, the Fund will also implement changes to its name, investment objective and principal investment strategies.
WHERE CAN I FIND MORE INFORMATION CONCERNING THE PROPOSALS?
Further details about the proposal can be found in theproxy statement.

(FULL PAGE GRAPHIC)
EVERY SHAREHOLDERS VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope Please detach at perforation before mailing. INVESCO UTILITIES FUND (the Fund) AN INVESTMENT PORTFOLIO OF AIM SECTOR FUNDS (INVESCO SECTOR FUNDS) (the Trust) PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES (the Board) PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 1, 2013 The undersigned hereby appoints John M. Zerr, Sheri Morris and Peter Davidson, and any one of them separately, proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated on the reverse of this proxy card, at the Special Meeting of Shareholders on February 1, 2013, at 10:00 a.m., Central time, and at any adjournment or postponement thereof, all of the shares of the Fund which the undersigned would be entitled to vote if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED FOR THE APPROVAL OF THE PROPOSAL. NOTE: If you vote by telephone or on the Internet, please do NOT return your proxy card. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. When signing as executor, administrator, attorney, trustee or guardian or as custodian for a minor, please give full title as such. If a corporation, limited liability company, or partnership, please sign in full entity name and indicate the signers position with the entity. Signature Signature Date INV-UTI24131120412 PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.

(FULL PAGE GRAPHIC)
EVERY SHAREHOLDERS VOTE IS IMPORTANT! Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on February 1, 2013. The Proxy Statement is available at: https://www.proxy-direct.com/inv-24131 Please detach at perforation before mailing. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING FOR THE PROPOSAL. TO VOTE, MARK A BLOCK BELOW IN BLUE OR BLACK INK. Example: To vote in accordance with the Boards recommendation mark this box. No other vote is necessary. To approve the elimination of the Funds fundamental investment restriction that requires the Fund to concentrate its investments in the securities of issuers engaged primarily in utilities-related industries. FOR AGAINST ABSTAIN PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. INV-UTI24131120412