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Pre-effective Amendment No. | Post-effective Amendment No. |
Houston, TX 77046
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, including Area Code)
11 Greenway Plaza, Suite 2500, Houston, TX 77046
(Name and Address of Agent for Service of Process)
MELANIE RINGOLD, ESQUIRE | E. CAROLAN BERKLEY, ESQUIRE | |
Invesco Advisers, Inc. | Stradley Ronon Stevens and Young, LLP | |
11 Greenway Plaza, Suite 2500 | 2600 One Commerce Square | |
Houston, TX 77046 | Philadelphia, PA 19103 |
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§ | Distinguish and emphasize Invesco’s most compelling investment processes and strategies; | ||
§ | Reduce overlap in the product lineup to help lower costs for shareholders; and | ||
§ | Build a solid foundation for further growth to meet client and shareholder needs. |
President and Principal Executive Officer
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Houston, Texas 77046
(800) 959-4246
To Be Held on April 14, 2011
Mr. Philip Taylor
President and Principal Executive Officer
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(Invesco Investment Funds)
11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
January__, 2011
• | Prospectuses for the Target Fund and the Acquiring Fund; | ||
• | Annual and semi-annual reports to shareholders of the Target Fund and the Acquiring Fund; and |
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• | Statements of Additional Information (“SAIs”) for the Target Fund and the Acquiring Fund. |
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Exhibits | ||||
EXHIBIT A Outstanding Shares of the Target Fund | A-1 | |||
EXHIBIT B Ownership of the Target Fund | B-1 | |||
EXHIBIT C Ownership of the Acquiring Fund | C-1 | |||
EXHIBIT D Form of Agreement and Plan of Reorganization | D-1 |
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Target Fund | Acquiring Fund | |
Long-term total return. | Total return. |
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class A | Class A | Class A | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.50 | % | 5.50 | % | 5.50 | % | ||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.50 | % | 1.05 | % | 1.05 | % | ||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.25 | % | 0.25 | % | ||||||
Other Expenses | 0.45 | %1 | 0.46 | %1 | 0.32 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %2 | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 1.20 | %1 | 1.77 | %1 | 1.63 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.54 | %3 | 0.40 | %4 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.20 | %1 | 1.23 | %1 | 1.23 | % | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
Current | (assumes | |||||||||||
Acquiring | Reorganization is | |||||||||||
Target Fund | Fund | completed) | ||||||||||
Class B | Class B | Class B | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 5.00 | % | 5.00 | % | 5.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.50 | % | 1.05 | % | 1.05 | % | ||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Other Expenses | 0.45 | %1 | 0.46 | %1 | 0.32 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %2 | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 1.95 | %1 | 2.52 | %1 | 2.38 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.54 | %3 | 0.40 | %4 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.95 | %1 | 1.98 | %1 | 1.98 | % | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
Current | (assumes Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class C | Class C | Class C | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.50 | % | 1.05 | % | 1.05 | % | ||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Other Expenses | 0.45 | %1 | 0.46 | %1 | 0.32 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %2 | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 1.95 | %1 | 2.52 | %1 | 2.38 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.54 | %3 | 0.40 | %4 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.95 | %1 | 1.98 | %1 | 1.98 | % | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
Current | (assumes | |||||||||||
Acquiring | Reorganization is | |||||||||||
Target Fund | Fund | completed) | ||||||||||
Class R | Class R | Class R | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.50 | % | 1.05 | % | 1.05 | % | ||||||
Distribution and Service (12b-1) Fees | 0.50 | % | 0.50 | % | 0.50 | % | ||||||
Other Expenses | 0.45 | %1 | 0.46 | %1 | 0.32 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %2 | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 1.45 | %1 | 2.02 | %1 | 1.88 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.54 | %3 | 0.40 | %4 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.45 | %1 | 1.48 | %1 | 1.48 | % | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Current | Acquiring Fund | |||||||||||
Acquiring | (assumes Reorganization | |||||||||||
Target Fund | Fund | is completed) | ||||||||||
Class Y | Class Y | Class Y | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.50 | % | 1.05 | % | 1.05 | % | ||||||
Distribution and Service (12b-1) Fees | None | None | None | |||||||||
Other Expenses | 0.45 | %1 | 0.46 | %1 | 0.32 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %2 | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 0.95 | %1 | 1.52 | %1 | 1.38 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.54 | %3 | 0.40 | %4 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 0.95 | %1 | 0.98 | %1 | 0.98 | % | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Current | Acquiring Fund | |||||||||||
Acquiring | (assumes Reorganization is | |||||||||||
Target Fund | Fund | completed) | ||||||||||
Institutional | Institutional | Institutional | ||||||||||
Class | Class | Class | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.50 | % | 1.05 | % | 1.05 | % | ||||||
Distribution and Service (12b-1) Fees | None | None | None | |||||||||
Other Expenses | 0.44 | %1 | 0.24 | %1 | 0.25 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %2 | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 0.94 | %1 | 1.30 | %1 | 1.31 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.32 | %3 | 0.32 | %4 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 0.94 | %1 | 0.98 | %1 | 0.98 | % | ||||||
* | Expense ratios reflect annual fund operating expenses for the most recent fiscal year of the Funds (as disclosed in the Funds’ current prospectuses) of the Target Fund (July 31, 2010) and the Acquiring Fund (October 31, 2010). Pro forma numbers are estimated and do not include the estimated costs of the Reorganization. The Target Fund is not expected to bear any Reorganization costs. For more information on the costs of the Reorganization to be borne by the Funds, see “Costs of the Reorganization” below. | |
1. | Based on estimated amounts for the current fiscal year. | |
2. | Unless otherwise indicated, Acquired Fund Fees and Expenses are less than 0.01% | |
3. | Invesco Advisers has contractually agreed, through at least February 28, 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 below) of Class A shares to 1.22%, Class B shares to 1.97%, Class C shares to 1.97%, Class R shares to 1.47%, Class Y shares to 0.97% and Institutional Class shares to 0.97% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on February 28, 2012. | |
4. | Effective upon the closing of the Reorganization, Invesco Advisers has contractually agreed, through at least June 30, 2013, 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 below) of Class A shares to 1.22%, Class B shares to 1.97%, Class C shares to 1.97%, Class Y shares to 0.97%, Class R shares to 1.47% and Institutional Class shares to 0.97% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2013. |
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One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Target Fund - Class A | $ | 666 | $ | 910 | $ | 1,173 | $ | 1,925 | ||||||||
Acquiring Fund - Class A | $ | 668 | $ | 974 | $ | 1,358 | $ | 2,432 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class A (assuming the Reorganization is completed) | $ | 668 | $ | 960 | $ | 1,315 | $ | 2,311 | ||||||||
Target Fund - Class B | $ | 698 | $ | 912 | $ | 1,252 | $ | 2,080 | ||||||||
Target Fund - Class B (if you did not redeem your shares) | $ | 198 | $ | 612 | $ | 1,052 | $ | 2,080 | ||||||||
Acquiring Fund - Class B | $ | 701 | $ | 979 | $ | 1,441 | $ | 2,586 | ||||||||
Acquiring Fund - Class B (if you did not redeem your shares) | $ | 201 | $ | 679 | $ | 1,241 | $ | 2,586 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class B (assuming the Reorganization is completed) | $ | 701 | $ | 964 | $ | 1,396 | $ | 2,465 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class B (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 201 | $ | 664 | $ | 1,196 | $ | 2,465 | ||||||||
Target Fund - Class C | $ | 298 | $ | 612 | $ | 1,052 | $ | 2,275 | ||||||||
Target Fund - Class C (if you did not redeem your shares) | $ | 198 | $ | 612 | $ | 1,052 | $ | 2,275 | ||||||||
Acquiring Fund - Class C | $ | 301 | $ | 679 | $ | 1,241 | $ | 2,772 | ||||||||
Acquiring Fund - Class C (if you did not redeem your shares) | $ | 201 | $ | 679 | $ | 1,241 | $ | 2,772 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class C (assuming the Reorganization is completed) | $ | 301 | $ | 664 | $ | 1,196 | $ | 2,653 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class C (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 201 | $ | 664 | $ | 1,196 | $ | 2,653 | ||||||||
Target Fund - Class R | $ | 148 | $ | 459 | $ | 792 | $ | 1,735 | ||||||||
Acquiring Fund - Class R | $ | 151 | $ | 526 | $ | 985 | $ | 2,259 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class R (assuming the Transaction is completed) | $ | 151 | $ | 511 | $ | 940 | $ | 2,134 | ||||||||
Target Fund - Class Y | $ | 97 | $ | 303 | $ | 525 | $ | 1,166 | ||||||||
Acquiring Fund - Class Y | $ | 100 | $ | 371 | $ | 724 | $ | 1,717 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class Y (assuming the Reorganization is completed) | $ | 100 | $ | 356 | $ | 677 | $ | 1,586 | ||||||||
Target Fund – Institutional Class | $ | 96 | $ | 300 | $ | 520 | $ | 1,155 | ||||||||
Acquiring Fund - Institutional Class | $ | 100 | $ | 347 | $ | 650 | $ | 1,510 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Institutional Class (assuming the Reorganization is completed) | $ | 100 | $ | 348 | $ | 653 | $ | 1,520 |
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10 Years or | ||||||||
1 Year | Since Inception | |||||||
Acquiring Fund – Class A1 | ||||||||
Return Before Taxes | ||||||||
Return After Taxes on Distributions | ||||||||
Return After Taxes on Distributions and Sale of Fund Shares | ||||||||
Target Fund – Class A (inception date: 04/30/08)2 | ||||||||
Return Before Taxes | 3.09 | % | (17.67 | )% | ||||
Return After Taxes on Distributions | 3.09 | % | (17.96 | )% | ||||
Return After Taxes on Distributions and Sale of Fund Shares | 2.01 | % | (14.85 | )% |
* | The above total return figures reflect the maximum front-end sales charge (load) of 5.50% applicable to Class A shares. | |
1. | As of September 30, 2010, the Acquiring Fund had not commenced operations and therefore no performance information is available for the Acquiring Fund. | |
2. | The returns shown for periods prior to June 1, 2010 are those of the Class A shares of a predecessor fund that was advised by Morgan Stanley Investment Advisors Inc. and was reorganized into the Target Fund on June 1, 2010. The returns shown for periods after June 1, 2010 are those of the Target Fund. The returns of the Target Fund are different from the predecessor fund as they had different expenses and sales charges. |
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• Invesco Asset Management Deutschland GmbH; | • Invesco Hong Kong Limited; | |
• Invesco Asset Management Limited; | • Invesco Asset Management (Japan) Limited; | |
• Invesco Australia Limited; | • Invesco Senior Secured Management, Inc.; and | |
• Invesco Trimark Ltd. |
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Principal Risk | Funds Subject to Risk | |
Active Trading Risk. The Funds may engage in frequent trading of portfolio securities. Active trading results in added expenses and may result in a lower return and increased tax liability. | Acquiring Fund Target Fund | |
Commodity-Linked Notes Risk. The Funds’ investments in commodity-linked notes may involve substantial risks, including risk of loss of a significant portion of their principal value. In addition to risks associated with the underlying commodities, they may be subject to additional special risks, such as the lack of a secondary trading market and temporary price distortions due to speculators and/or the continuous rolling over of futures contracts underlying the notes. Commodity-linked notes are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the Funds. | Acquiring Fund Target Fund | |
Commodity Risk. The Funds’ and the Subsidiaries’ significant investment exposure to the commodities markets and/or a particular sector of the commodities markets, may subject the Funds and the Subsidiaries to greater volatility than investments in traditional securities, such as stocks and bonds. The commodities markets may fluctuate widely based on a variety of factors, including changes in overall market movements, domestic and foreign political and economic events and policies, war, acts of terrorism, changes in domestic or foreign interest rates and/or investor expectations concerning interest rates, domestic and foreign inflation rates and investment and trading activities of mutual funds, hedge funds and commodities funds. Prices of various commodities may also be affected by factors such as drought, floods, weather, livestock disease, embargoes, tariffs and other regulatory developments. The prices of commodities can also fluctuate widely due to supply and demand disruptions in major producing or consuming regions. Because the Funds’ and the Subsidiaries’ performance is linked to the performance of potentially volatile commodities, investors should consider purchasing shares of the Funds only as part of an overall diversified portfolio and should be willing to assume the risks of potentially significant fluctuations in the value of Fund shares. | Acquiring Fund Target Fund | |
Counterparty Risk. Many of the instruments that the Funds expect to hold, including over-the-counter derivatives, may be subject to the risk that the other party to a contract will not fulfill its contractual obligations. | Acquiring Fund Target Fund | |
Credit Risk. The issuer of instruments in which the Funds invest 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. | Acquiring Fund Target Fund | |
Derivatives Risk. Derivatives may be more difficult to purchase, sell or value than other investments and may be subject to market, interest rate, credit, leverage, counterparty and management risks. A Fund investing in a derivative could lose more than the cash amount invested or incur higher taxes. Over-the-counter derivatives are also subject to counterparty risk. | Acquiring Fund Target Fund |
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Principal Risk | Funds Subject to Risk | |
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. | Acquiring Fund Target Fund | |
Leverage Risk. Leverage created from borrowing or certain types of transactions or instruments, including derivatives, may impair the Funds’ liquidity, cause it to liquidate positions at an unfavorable time, increase volatility or otherwise not achieve its intended objective. Leverage risk includes the risks that a Fund may lose more than it invested in an instrument or transaction. The Target Fund is subject to leverage risk only in connection with its use of derivatives. | Acquiring Fund Target Fund | |
Liquidity Risk. The Funds may hold illiquid securities that it is unable to sell at the preferred time or price and could lose its entire investment in such securities. | Acquiring Fund Target Fund | |
Management Risk. The investment techniques and risk analysis used by the Funds’ portfolio managers may not produce the desired results. | Acquiring Fund Target Fund | |
Market Risk. The prices of and the income generated by the Funds’ 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. | Acquiring Fund Target Risk | |
Non-Diversification Risk. The Funds are non-diversified and can invest a greater portion of its assets in a single issuer. A change in the value of the issuer could affect the value of the Funds more than if they were diversified funds. | Acquiring Fund Target Fund | |
Subsidiary Risk. By investing in their respective Subsidiaries, the Fund is indirectly exposed to risks associated with the Subsidiaries’ investments, including derivatives and commodities. Because the Subsidiaries are not registered under the Investment Company Act of 1940, the Funds, as the sole investors in their respective Subsidiaries, will not have the protections offered to investors in U.S. registered investment companies. Changes in the laws of the United States and/or the Cayman Islands, under which the Funds and the Subsidiaries, respectively, are organized, could result in the inability of the Funds and/or the Subsidiaries to operate as described in this Proxy Statement/Prospectus and could negatively affect the Funds and their shareholders. | Acquiring Fund Target Fund | |
Tax Risk. If the Internal Revenue Service were to change its position, as set out in a number of private letter rulings (which the Funds may not cite as precedent), such that the Funds’ income from the Subsidiaries and commodity-linked notes is not “qualifying income,” the Funds may be unable to qualify as a regulated investment company for one or more years. In this event, the Funds’ Board may authorize a significant change in investment strategy or Fund liquidation. | Acquiring Fund Target Fund | |
U.S. Government Obligations Risk. The Funds 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 Funds’ ability to recover should they default. The Target Fund is further subject to U.S. government obligations risk as a result of its investing in mortgage securities that are issued or guaranteed by the U.S. government. | Acquiring Fund Target Fund | |
Exchange-Traded Funds Risk. An investment by the Funds in ETFs generally presents the same primary risks as an investment in a mutual fund. In addition, ETFs may be subject to the following: (1) a discount of the ETFs shares to its net asset value; (2) failure to develop an active trading market for the ETFs shares; (3) the listing exchange halting trading of the ETFs shares; (4) failure of the ETFs shares to track the referenced index; and (5) holding troubled securities in the referenced index. ETFs may involve duplication of management fees and certain other expenses, as the Fund indirectly bears its proportionate share of any expenses paid by the ETFs in which it invests. Further, certain of the ETFs in which the Fund may invest are leveraged. The more a Fund invests in such leveraged ETFs, the more this leverage will magnify any losses on those investments. | Acquiring Fund |
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Target Fund Share Classes | Acquiring Fund Share Classes | |
Class A | Class A | |
Class B | Class B | |
Class C | Class C | |
Class R | Class R | |
Class Y | Class Y | |
Institutional Class | Institutional Class |
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• | no gain or loss will be recognized by the Target Fund or the shareholders of the Target Fund as a result of the Reorganization; | ||
• | no gain or loss will be recognized by the Acquiring Fund as a result of the Reorganization; | ||
• | the aggregate tax basis of the shares of the Acquiring Fund to be received by a shareholder of the Target Fund will be the same as the shareholder’s aggregate tax basis of the shares of the Target Fund; and | ||
• | the holding period of the shares of the Acquiring Fund received by a shareholder of the Target Fund will include the period that a shareholder held the shares of the Target Fund (provided that such shares of the Target Fund are capital assets in the hands of such shareholder as of the Closing). |
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Estimated Portion | ||||||||||||
of Total | ||||||||||||
Reorganization | ||||||||||||
Estimated Proxy | Estimated Total | Costs to be Paid | ||||||||||
Solicitation Costs | Reorganization Costs | by the Funds | ||||||||||
Target Fund | $ | 1,000 | $ | 40,000 | $ | 0 |
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Target Fund/Share Classes | Number of Shares Outstanding | |
Invesco Commodities Strategy Fund | ||
Class A | ||
Class B | ||
Class C | ||
Class R | ||
Class Y | ||
Institutional Class |
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Number of | Percent Owned of | |||||||||||
Name and Address | Class of Shares | Shares Owned | Record* | |||||||||
Name and Address | _____ | % |
* | AIM Investment Funds (Invesco Investment Funds) has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
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Number of | Percent Owned of | |||||||||||
Name and Address | Class of Shares | Shares Owned | Record* | |||||||||
Name and Address | _____ | % |
* | AIM Investment Funds (Invesco Investment Funds) has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
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1. | DESCRIPTION OF THE REORGANIZATIONS |
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2. | VALUATION |
3. | CLOSING AND CLOSING DATE |
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4. | REPRESENTATIONS AND WARRANTIES |
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5. | COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND |
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6. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND |
7. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND |
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8. | FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE TARGET FUND |
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9. | FEES AND EXPENSES |
10. | FINAL TAX RETURNS AND FORMS 1099 OF TARGET FUND |
11. | ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS |
12. | TERMINATION |
13. | AMENDMENTS |
14. | HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY |
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Invesco Advisers, Inc. | ||||||||
By: | ||||||||
Name: | ||||||||
Title: |
By: | ||||
Name: | ||||
Title: |
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Acquiring Fund (and share classes) and | Corresponding Target Fund (and share | |
Acquiring Entity | classes) and Target Entity | |
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§ | Distinguish and emphasize Invesco’s most compelling investment processes and strategies; | ||
§ | Reduce overlap in the product lineup to help lower costs for shareholders; and | ||
§ | Build a solid foundation for further growth to meet client and shareholder needs. |
President and Principal Executive Officer
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Houston, Texas 77046
(800) 959-4246
To Be Held on April 14, 2011
President and Principal Executive Officer |
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(Invesco Investment Funds)
11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
January__, 2011
• | Prospectuses for the Target Fund and the Acquiring Fund; | ||
• | Annual and semi-annual reports to shareholders of the Target Fund and the Acquiring Fund; and |
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• | Statements of Additional Information (“SAIs”) for the Target Fund and the Acquiring Fund. |
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Exhibits | ||||
EXHIBIT A Outstanding Shares of the Target Fund | A-1 | |||
EXHIBIT B Ownership of the Target Fund | B-1 | |||
EXHIBIT C Ownership of the Acquiring Fund | C-1 | |||
EXHIBIT D Form of Agreement and Plan of Reorganization | D-1 | |||
EXHIBIT E Financial Highlights | E-1 |
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Target Fund | Acquiring Fund | |
Long-term capital appreciation. | Long-term growth of capital and, secondarily, income. |
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class A | Class A | Class A | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.50 | % | 5.50 | % | 5.50 | % | ||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) 1 | 2.00 | % | 2.00 | % | 2.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 1.25 | % | 0.91 | % | 0.90 | % | ||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.25 | % | 0.25 | % | ||||||
Other Expenses | 0.50 | %2 | 0.55 | % | 0.57 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %3 | 0.02 | % | 0.02 | % | ||||||
Total Annual Fund Operating Expenses | 2.00 | %2 | 1.73 | % | 1.74 | %4 | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
Current | (assumes | |||||||||||
Acquiring | Reorganization is | |||||||||||
Target Fund | Fund | completed) | ||||||||||
Class B | Class B | Class B | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 5.00 | % | 5.00 | % | 5.00 | % | ||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) 1 | 2.00 | % | 2.00 | % | 2.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 1.25 | % | 0.91 | % | 0.90 | % | ||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Other Expenses | 0.50 | %2 | 0.55 | % | 0.57 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %3 | 0.02 | % | 0.02 | % | ||||||
Total Annual Fund Operating Expenses | 2.75 | %2 | 2.48 | % | 2.49 | %4 | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
Current | (assumes Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class C | Class C | Class C | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) 1 | 2.00 | % | 2.00 | % | 2.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 1.25 | % | 0.91 | % | 0.90 | % | ||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Other Expenses | 0.50 | %2 | 0.55 | % | 0.57 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %3 | 0.02 | % | 0.02 | % | ||||||
Total Annual Fund Operating Expenses | 2.75 | %2 | 2.48 | % | 2.49 | %4 | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Current | Acquiring Fund | |||||||||||
Acquiring | (assumes Reorganization | |||||||||||
Target Fund | Fund | is completed) | ||||||||||
Class Y | Class Y | Class Y | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) 1 | 2.00 | % | 2.00 | % | 2.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 1.25 | % | 0.91 | % | 0.90 | % | ||||||
Distribution and Service (12b-1) Fees | None | None | None | |||||||||
Other Expenses | 0.50 | %2 | 0.55 | % | 0.57 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %3 | 0.02 | % | 0.02 | % | ||||||
Total Annual Fund Operating Expenses | 1.75 | %2 | 1.48 | % | 1.49 | %4 | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Current | Acquiring Fund | |||||||||||
Acquiring | (assumes Reorganization is | |||||||||||
Target Fund | Fund | completed) | ||||||||||
Institutional | Institutional | Institutional | ||||||||||
Class | Class | Class | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) 1 | 2.00 | % | 2.00 | % | 2.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 1.25 | % | 0.91 | % | 0.90 | % | ||||||
Distribution and Service (12b-1) Fees | None | None | None | |||||||||
Other Expenses | 0.29 | %2 | 0.28 | % | 0.30 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %3 | 0.02 | % | 0.02 | % | ||||||
Total Annual Fund Operating Expenses | 1.54 | %2 | 1.21 | % | 1.22 | %4 | ||||||
* | Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in the Funds’ current prospectuses) of the Target Fund (June 30, 2010) and the Acquiring Fund (October 31, 2009). Pro forma numbers are estimated as if the Reorganization had been completed as of November 1, 2008 and do not include the estimated costs of the Reorganization. The estimated Reorganization costs that the Target Fund will bear are $450,000. Invesco Advisers estimates that shareholders will recoup these costs through reduced expenses in approximately 3 months or less. For more information on the costs of the Reorganization to be borne by the Funds, see “Costs of the Reorganization” below. | |
1. | You may be charged a 2.00% fee if you redeem or exchange shares of the Fund within 31 days of purchase. | |
2. | Based on estimated amounts for the current fiscal year. | |
3. | Unless otherwise indicated, Acquired Fund Fees and Expenses are less than 0.01%. | |
4. | Effective upon the closing of the Reorganization, Invesco Advisers has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Class A shares to 2.10%, Class B shares to 2.85%, Class C shares to 2.85% , Class Y shares to 1.85% and Institutional Class shares to 1.85% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. |
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One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Target Fund - Class A | $ | 742 | $ | 1,143 | $ | 1,568 | $ | 2,749 | ||||||||
Acquiring Fund - Class A | $ | 716 | $ | 1,065 | $ | 1,437 | $ | 2,479 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class A (assuming the Reorganization is completed) | $ | 717 | $ | 1,068 | $ | 1,442 | $ | 2,489 | ||||||||
Target Fund - Class B | $ | 778 | $ | 1,153 | $ | 1,654 | $ | 2,900 | ||||||||
Target Fund - Class B (if you did not redeem your shares) | $ | 278 | $ | 853 | $ | 1,454 | $ | 2,900 | ||||||||
Acquiring Fund - Class B | $ | 751 | $ | 1,073 | $ | 1,521 | $ | 2,632 | ||||||||
Acquiring Fund - Class B (if you did not redeem your shares) | $ | 251 | $ | 773 | $ | 1,321 | $ | 2,632 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class B (assuming the Reorganization is completed) | $ | 752 | $ | 1,076 | $ | 1,526 | $ | 2,642 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class B (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 252 | $ | 776 | $ | 1,326 | $ | 2,642 | ||||||||
Target Fund - Class C | $ | 378 | $ | 853 | $ | 1,454 | $ | 3,080 | ||||||||
Target Fund - Class C (if you did not redeem your shares) | $ | 278 | $ | 853 | $ | 1,454 | $ | 3,080 | ||||||||
Acquiring Fund - Class C | $ | 351 | $ | 773 | $ | 1,321 | $ | 2,816 | ||||||||
Acquiring Fund - Class C (if you did not redeem your shares) | $ | 251 | $ | 773 | $ | 1,321 | $ | 2,816 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class C (assuming the Reorganization is completed) | $ | 352 | $ | 776 | $ | 1,326 | $ | 2,826 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class C (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 252 | $ | 776 | $ | 1,326 | $ | 2,826 | ||||||||
Target Fund - Class Y | $ | 178 | $ | 551 | $ | 949 | $ | 2,062 | ||||||||
Acquiring Fund - Class Y | $ | 151 | $ | 468 | $ | 808 | $ | 1,768 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class Y (assuming the Reorganization is completed) | $ | 152 | $ | 471 | $ | 813 | $ | 1,779 | ||||||||
Target Fund – Institutional Class | $ | 157 | $ | 486 | $ | 839 | $ | 1,834 | ||||||||
Acquiring Fund - Institutional Class | $ | 123 | $ | 384 | $ | 665 | $ | 1,466 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Institutional Class (assuming the Reorganization is completed) | $ | 124 | $ | 387 | $ | 670 | $ | 1,477 |
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10 Years or | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Acquiring Fund – Class A (inception date: 01/11/94) | ||||||||||||
Return Before Taxes | 20.17 | % | 13.74 | % | 13.87 | % | ||||||
Return After Taxes on Distributions | 20.04 | % | 13.50 | % | 13.67 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 13.42 | % | 12.11 | % | 12.51 | % | ||||||
Target Fund – Class A1 (inception date: 07/06/94) | ||||||||||||
Return Before Taxes | 12.04 | % | 9.29 | % | 10.02 | % | ||||||
Return After Taxes on Distributions | 12.04 | % | 7.26 | % | 9.01 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 7.83 | % | 7.74 | % | 8.80 | % |
* | The above total return figures reflect the maximum front-end sales charge (load) of 5.50% applicable to Class A shares. | |
1. | The returns shown for periods prior to June 1, 2010 are those of the Class A shares of a predecessor fund that was advised by Van Kampen Asset Management and was reorganized into the Target Fund on June 1, 2010. The returns shown for periods after June 1, 2010 are those of the Target Funds. The returns of the Target Fund are different from the predecessor fund as they had different expenses and sales charges. |
• Invesco Asset Management Deutschland GmbH; | • Invesco Hong Kong Limited; | |
• Invesco Asset Management Limited; | • Invesco Asset Management (Japan) Limited; | |
• Invesco Australia Limited; | • Invesco Senior Secured Management, Inc.; and | |
• Invesco Trimark Ltd. |
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Principal Risk | Funds Subject to Risk | |
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. Investments in equity securities generally are affected by changes in the stock markets, which fluctuate substantially over time, sometimes suddenly and sharply. Investments in debt securities generally are affected by changes in interest rates and the creditworthiness of the issuer. The prices of debt securities tend to fall as interest rates rise, and such declines tend to be greater among debt securities with longer maturities. The value of a convertible security tends to decline as interest rates rise and, because of the conversion feature, tends to vary with fluctuations in the market value of the underlying equity security. | Acquiring Fund Target Fund | |
Small- and Mid-Capitalization Risk. Stocks of small and mid sized companies tend to be more vulnerable to adverse developments and may have little or no operating history or track record of success, and limited product lines, markets, management and financial resources. The securities of small and mid sized companies may be more volatile due to less market interest and less publicly available information about the issuer. They also may be illiquid or restricted as to resale, or may trade less frequently and in smaller volumes, all of which may cause difficulty when establishing or closing a position at a desirable price. | Acquiring Fund Target Fund | |
Foreign Securities Risk. The Fund’s foreign investments will be affected by changes in the foreign country’s exchange rates; political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to | Acquiring Fund Target Fund |
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Principal Risk | Funds Subject to Risk | |
less regulation resulting in less publicly available information about the companies. Foreign markets may, but often do not, move in tandem with U.S. markets, and may be more volatile than U.S. markets. | ||
Developing Markets Securities Risk. Securities issued by foreign companies and governments located in developing countries may be affected more negatively by inflation, devaluation of their currencies, higher transaction costs, delays in settlement, adverse political developments and lack of timely information than those in developed countries. In addition, securities of emerging country issuers may underperform relative to other sectors of the market. | Acquiring Fund Target Fund | |
High Yield Bond Risk. Junk bonds involve a greater risk of default or price changes due to changes in the credit quality of the issuer. The values of junk bonds fluctuate more than those of high-quality bonds in response to company, political, regulatory or economic developments. Values of junk bonds can decline significantly over short periods of time. | Acquiring Fund Target Fund | |
Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results. | Acquiring Fund Target Fund | |
Exchange-Traded Funds Risk. An investment by an underlying fund in ETFs generally presents the same primary risks as an investment in a mutual fund. In addition, ETFs may be subject to the following: (1) a discount of the ETF’s shares to its net asset value; (2) failure to develop an active trading market for the ETF’s shares; (3) the listing exchange halting trading of the ETF’s shares; (4) failure of the ETFs shares to track the referenced index; and (5) holding troubled securities in the referenced index. | Acquiring Fund | |
Risks of Investing in Foreign Real Estate Companies. Foreign real estate companies depend upon specialized management skills, may not be diversified, may have less trading volume, and may be subject to more abrupt or erratic price movements than the overall securities markets. Investments in foreign real estate companies may involve duplication of management fees and certain other expenses. | Target Fund | |
Risks of Derivatives. Risks of derivatives include the possible imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the transaction; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the instruments may not be liquid. | Target Fund |
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Target Fund Share Classes | Acquiring Fund Share Classes | |
Class A | Class A | |
Class B | Class B | |
Class C | Class C | |
Class Y | Class Y | |
Institutional Class | Institutional Class |
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• | no gain or loss will be recognized by the Target Fund or the shareholders of the Target Fund as a result of the Reorganization; | ||
• | no gain or loss will be recognized by the Acquiring Fund as a result of the Reorganization; | ||
• | the aggregate tax basis of the shares of the Acquiring Fund to be received by a shareholder of the Target Fund will be the same as the shareholder’s aggregate tax basis of the shares of the Target Fund; and | ||
• | the holding period of the shares of the Acquiring Fund received by a shareholder of the Target Fund will include the period that a shareholder held the shares of the Target Fund (provided that such shares of the Target Fund are capital assets in the hands of such shareholder as of the Closing). |
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Target Fund | Acquiring Fund | |||||||
(000,000s) | (000,000s) | |||||||
at 6/30/2010 | at 4/30/2010 | |||||||
Aggregate capital loss carryovers on a tax basis (1) | $ | (174.3 | ) | $ | (24.1 | ) | ||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | $ | 5.3 | $ | 289.8 | ||||
Aggregate Net Asset Value | $ | 343.2 | $ | 1,411.0 | ||||
Approximate annual limitation (2) | $ | 13.7 | N/A |
(1) | Includes realized gain or loss for the current fiscal year determined on the basis of generally accepted accounting principles. | |
(2) | Based on the long-term tax-exempt rate for ownership changes during October 2010 of 3.98%. |
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Estimated Portion | ||||||||||||
of Total | ||||||||||||
Reorganization | ||||||||||||
Estimated Proxy | Estimated Total | Costs to be Paid | ||||||||||
Solicitation Costs | Reorganization Costs | by the Funds | ||||||||||
Target Fund | $ | 406,000 | $ | 450,000 | $ | 450,000 |
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Pro Forma | Acquiring Fund | |||||||||||||||
Target Fund | Acquiring Fund | Adjustments | (pro forma) | |||||||||||||
Net assets (all classes) | $ | 364,958,257 | $ | 1,875,203,395 | $ | (450,000 | ) | $ | 2,239,711,652 | |||||||
Class A net assets | $ | 258,947,143 | $ | 1,212,207,495 | $ | (319,286 | )1 | $ | 1,470,835,352 | |||||||
Class A shares outstanding | 16,666,772 | 37,664,428 | (8,628,166 | )2 | 45,703,034 | |||||||||||
Class A net asset value per share | $ | 15.54 | $ | 32.18 | $ | 32.18 | ||||||||||
Class B net assets | $ | 40,505,139 | $ | 57,016,699 | $ | (49,943 | )1 | $ | 97,471,895 | |||||||
Class B shares outstanding | 3,159,586 | 1,825,165 | (1,864,581 | )2 | 3,120,170 | |||||||||||
Class B net asset value per share | $ | 12.82 | $ | 31.24 | $ | 31.24 | ||||||||||
Class C net assets | $ | 53,716,690 | $ | 205,932,699 | $ | (66,234 | )1 | $ | 259,583,155 | |||||||
Class C shares outstanding | 4,161,128 | 6,599,765 | (2,441,451 | )2 | 8,319,442 | |||||||||||
Class C net asset value per share | $ | 12.91 | $ | 31.20 | $ | 31.20 | ||||||||||
Class Y net assets | $ | 11,777,367 | $ | 161,657,877 | $ | (14,522 | )1 | $ | 173,420,722 | |||||||
Class Y shares outstanding | 747,936 | 5,008,157 | (383,454 | )2 | 5,372,639 | |||||||||||
Class Y net asset value per share | $ | 15.75 | $ | 32.28 | $ | 32.28 | ||||||||||
Institutional Class net assets | $ | 11,918 | $ | 238,388,625 | $ | (15 | )1 | $ | 238,400,528 | |||||||
Institutional Class shares outstanding | 758.7 | 7,394,719 | (389 | )2 | 7,395,089 | |||||||||||
Institutional Class net asset value per share | $ | 15.71 | $ | 32.24 | $ | 32.24 |
1. | Pro forma net assets have been adjusted for the allocated portion of the Target Fund expenses to be incurred in connection with the reorganization. The costs of the Reorganization have been allocated among all classes based on relative net assets of each class of their respective Fund. | |
2. | Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of the Target Fund shareholder accounts based on the relative value of the Target Fund and the Acquiring Fund’s net asset value per share. |
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Outstanding Shares of the Target Fund
Target Fund/Share Classes | Number of Shares Outstanding | |||
Invesco Van Kampen Emerging Markets Fund | ||||
Class A | ||||
Class B | ||||
Class C | ||||
Class Y | ||||
Institutional Class |
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Ownership of the Target Fund
Number of | Percent Owned of | |||||||||||
Name and Address | Class of Shares | Shares Owned | Record* | |||||||||
Name and Address | _____ | % |
* | AIM Investment Funds (Invesco Investment Funds) has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
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Ownership of the Acquiring Fund
Number of | Percent Owned of | |||||||||||
Name and Address | Class of Shares | Shares Owned | Record* | |||||||||
Name and Address | _____ | % |
* | AIM Investment Funds (Invesco Investment Funds) has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
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1. | DESCRIPTION OF THE REORGANIZATIONS |
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2. | VALUATION |
3. | CLOSING AND CLOSING DATE |
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4. | REPRESENTATIONS AND WARRANTIES |
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5. | COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND |
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6. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND |
7. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND |
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8. | FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE TARGET FUND |
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9. | FEES AND EXPENSES |
10. | FINAL TAX RETURNS AND FORMS 1099 OF TARGET FUND |
11. | ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS |
12. | TERMINATION |
13. | AMENDMENTS |
14. | HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY |
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Invesco Advisers, Inc. | ||||||||
By: | ||||||||
Name: | ||||||||
Title: |
By: | ||||
Name: | ||||
Title: |
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Acquiring Fund (and share classes) and | Corresponding Target Fund (and share | |
Acquiring Entity | classes) and Target Entity | |
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expenses | expenses | |||||||||||||||||||||||||||||||||||||||||||||||
Net gains | to average | to average net | Ratio of net | |||||||||||||||||||||||||||||||||||||||||||||
Net asset | Net | (losses) on | Dividends | net assets | assets without | investment | ||||||||||||||||||||||||||||||||||||||||||
value, | investment | securities (both | Total from | from net | Net asset | Net assets, | with fee waivers | fee waivers | income (loss) | |||||||||||||||||||||||||||||||||||||||
beginning | income | realized and | investment | investment | value, end | Total | end of period | and/or expenses | and/or expenses | to average | Portfolio | |||||||||||||||||||||||||||||||||||||
of period | (loss)(a) | unrealized)(b) | operations | income | of period | Return(c) | (000s omitted) | absorbed | absorbed | net assets | turnover(d) | |||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | $ | 25.61 | $ | 0.12 | $ | 3.68 | $ | 3.80 | $ | (0.33 | ) | $ | 29.08 | 14.95 | % | $ | 1,021,967 | 1.54 | %(e) | 1.55 | %(e) | 0.92 | %(e) | 11 | % | |||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 24.92 | 0.03 | 3.58 | 3.61 | (0.21 | ) | 28.32 | 14.54 | 54,404 | 2.29 | (e) | 2.30 | (e) | 0.17 | (e) | 11 | ||||||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 24.89 | 0.03 | 3.58 | 3.61 | (0.21 | ) | 28.29 | 14.56 | 176,478 | 2.29 | (e) | 2.30 | (e) | 0.17 | (e) | 11 | ||||||||||||||||||||||||||||||||
Class Y | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 25.66 | 0.16 | 3.69 | 3.85 | (0.37 | ) | 29.14 | 15.13 | 110,550 | 1.29 | (e) | 1.30 | (e) | 1.17 | (e) | 11 | ||||||||||||||||||||||||||||||||
Institutional Class | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 25.63 | 0.18 | 3.69 | 3.87 | (0.41 | ) | 29.09 | 15.23 | 47,642 | 1.13 | (e) | 1.14 | (e) | 1.33 | (e) | 11 | ||||||||||||||||||||||||||||||||
(a) | Calculated using average shares outstanding. | |
(b) | Includes redemption fees added to shares of beneficial interest which were less than $0.005 per share. | |
(c) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. | |
(d) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. | |
(e) | Ratios are annualized and based on average daily net assets (000’s omitted) of $965,223, $53,106, $159,561, $73,244 and $39,749 for Class A, Class B, Class C, Class Y, and Institutional Class shares, respectively. |
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§ | Distinguish and emphasize Invesco’s most compelling investment processes and strategies; | ||
§ | Reduce overlap in the product lineup to help lower costs for shareholders; and | ||
§ | Build a solid foundation for further growth to meet client and shareholder needs. |
President and Principal Executive Officer
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Houston, Texas 77046
(800) 959-4246
To Be Held on April 14, 2011
To approve an Agreement and Plan of Reorganization between the Target Fund and Invesco Pacific Growth Fund (the “Acquiring Fund”), also a series of the Trust, providing for: (a) the acquisition of all of the assets and assumption of all of the liabilities of the Target Fund by the Acquiring Fund in exchange for shares of a corresponding class of the Acquiring Fund; (b) the distribution of such shares to the shareholders of the Target Fund; and (c) the liquidation and termination of the Target Fund (the “Reorganization”). |
Philip Taylor
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(Invesco Investment Funds)
11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
_____________, 2011
Introduction
To approve an Agreement and Plan of Reorganization between the Target Fund and the Acquiring Fund, providing for: (a) the acquisition of all of the assets and assumption of all of the liabilities of the Target Fund by the Acquiring Fund in exchange for shares of a corresponding class of the Acquiring Fund; (b) the distribution of such shares of the corresponding class to the shareholders of the Target Fund; and (c) the liquidation and termination of the Target Fund (the “Reorganization”). |
• | Prospectuses for the Target Fund and the Acquiring Fund; | ||
• | Annual and semi-annual reports to shareholders of the Target Fund and the Acquiring Fund; and |
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• | Statements of Additional Information (“SAIs”) for the Target Fund and the Acquiring Fund. |
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Exhibits | ||||
EXHIBIT A Outstanding Shares of the Target Fund | A-1 | |||
EXHIBIT B Ownership of the Target Fund | B-1 | |||
EXHIBIT C Ownership of the Acquiring Fund | C-1 | |||
EXHIBIT D Form of Agreement and Plan of Reorganization | D-1 | |||
EXHIBIT E Financial Highlights | E-1 |
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Target Fund | Acquiring Fund | |
Long-term growth of capital. | Maximize the capital appreciation of its investments. |
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
(assumes | ||||||||||||
Current | Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class A | Class A | Class A | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.50 | % | 5.50 | % | 5.50 | % | ||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) | 2.00 | %1 | 2.00 | %1 | 2.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.94 | % | 0.87 | % | 0.87 | % | ||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.25 | % | 0.25 | % | ||||||
Other Expenses | 6.49 | % | 0.76 | %2 | 0.78 | % | ||||||
Total Annual Fund Operating Expenses | 7.68 | % | 1.88 | %2 | 1.90 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 5.42 | %3 | 0.00 | % | 0.02 | %4 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 2.26 | % | 1.88 | %2 | 1.88 | % | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
Current | (assumes | |||||||||||
Acquiring | Reorganization is | |||||||||||
Target Fund | Fund | completed) | ||||||||||
Class B | Class B | Class B | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 5.00 | % | 5.00 | % | 5.00 | % | ||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) | 2.00 | %1 | 2.00 | %1 | 2.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.94 | % | 0.87 | % | 0.87 | % | ||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Other Expenses | 6.49 | % | 0.76 | %2 | 0.78 | % | ||||||
Total Annual Fund Operating Expenses | 8.43 | % | 2.63 | %2 | 2.65 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 5.42 | %3 | 0.00 | % | 0.02 | %4 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 3.01 | % | 2.63 | %2 | 2.63 | % | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
Current | (assumes Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class C | Class C | Class C | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) | 2.00 | %1 | 2.00 | %1 | 2.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.94 | % | 0.87 | % | 0.87 | % | ||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Other Expenses | 6.49 | % | 0.76 | %2 | 0.78 | % | ||||||
Total Annual Fund Operating Expenses | 8.43 | % | 2.63 | %2 | 2.65 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 5.42 | %3 | 0.00 | % | 0.02 | %4 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 3.01 | % | 2.63 | %2 | 2.63 | % | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Current | Acquiring Fund | |||||||||||
Acquiring | (assumes Reorganization | |||||||||||
Target Fund | Fund | is completed) | ||||||||||
Class Y | Class Y | Class Y | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) | 2.00 | %1 | 2.00 | %1 | 2.00 | % | ||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.94 | % | 0.87 | % | 0.87 | % | ||||||
Distribution and Service (12b-1) Fees | None | None | None | |||||||||
Other Expenses | 6.49 | % | 0.76 | %2 | 0.78 | % | ||||||
Total Annual Fund Operating Expenses | 7.43 | % | 1.63 | %2 | 1.65 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 5.42 | %3 | 0.00 | % | 0.02 | %4 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 2.01 | % | 1.63 | %2 | 1.63 | % | ||||||
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Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Current | Acquiring Fund | |||||||||||
Acquiring | (assumes Reorganization | |||||||||||
Target Fund | Fund | is completed) | ||||||||||
Institutional | Institutional | Institutional | ||||||||||
Class | Class | Class | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | † | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | † | None | |||||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) | 2.00 | %1 | † | 2.00 | % | |||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.94 | % | † | 0.87 | % | |||||||
Distribution and Service (12b-1) Fees | None | † | None | |||||||||
Other Expenses | 5.91 | % | † | 0.48 | % | |||||||
Total Annual Fund Operating Expenses | 6.85 | % | † | 1.35 | % | |||||||
Fee Waiver and/or Expense Reimbursement | 4.85 | %3 | † | 0.00 | %4 | |||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 2.00 | % | † | 1.35 | % | |||||||
* | Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in the Funds’ current prospectuses) of the Target Fund and the Acquiring Fund (October 31, 2009). Pro forma numbers are estimated as if the Reorganization had been completed as of November 1, 2008 and do not include the estimated costs of the Reorganization. The Target Fund is not expected to bear any Reorganization costs. For more information on the costs of the Reorganization to be borne by the Funds, see “Costs of the Reorganizations” below. | |
† | As of September 30, 2010, Institutional Class shares of the Acquiring Fund did not exist. Institutional Class shares of the Acquiring Fund will be issued in connection with the Reorganization. | |
1. | You may be charged a 2.00% fee if you redeem or exchange shares of the Fund within 31 days of purchase. | |
2. | Based on estimated amounts for the current fiscal year. | |
3 | Invesco Advisers, Inc., the Target Fund’s investment adviser (“Invesco Advisers” or the “Adviser”) has contractually agreed, through at least February 28, 2011, 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 below) of Class A shares to 2.25%, Class B shares to 3.00%, Class C shares to 3.00%, Class Y shares to 2.00% and Institutional Class shares to 2.00% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. The Board and Invesco Advisers may mutually agree to terminate the fee waiver arrangement at any time. Fee waivers have been restated to reflect this agreement. | |
4. | Effective upon the closing of the Reorganization, Invesco Advisers has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Class A shares to 1.88%, Class B shares to 2.63%, Class C shares to 2.63%, Class Y shares to 1.63%, and Institutional Class shares to 1.63% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. |
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One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Target Fund - Class A | $ | 766 | $ | 2,218 | $ | 3,593 | $ | 6,720 | ||||||||
Acquiring Fund - Class A | $ | 730 | $ | 1,108 | $ | 1,510 | $ | 2,630 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class A(assuming the Reorganization is completed) | $ | 730 | $ | 1,112 | $ | 1,518 | $ | 2,648 | ||||||||
Target Fund - Class B | $ | 804 | $ | 2,265 | $ | 3,714 | $ | 6,838 | ||||||||
Target Fund - Class B (if you did not redeem your shares) | $ | 304 | $ | 1,965 | $ | 3,514 | $ | 6,838 | ||||||||
Acquiring Fund - Class B | $ | 766 | $ | 1,117 | $ | 1,595 | $ | 2,782 | ||||||||
Acquiring Fund - Class B (if you did not redeem your shares) | $ | 266 | $ | 817 | $ | 1,395 | $ | 2,782 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class B (assuming the Reorganization is completed) | $ | 766 | $ | 1,122 | $ | 1,603 | $ | 2,800 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class B (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 266 | $ | 822 | $ | 1,403 | $ | 2,800 | ||||||||
Target Fund - Class C | $ | 404 | $ | 1,965 | $ | 3,514 | $ | 6,945 | ||||||||
Target Fund - Class C (if you did not redeem your shares) | $ | 304 | $ | 1,965 | $ | 3,514 | $ | 6,945 | ||||||||
Acquiring Fund - Class C | $ | 366 | $ | 817 | $ | 1,395 | $ | 2,964 | ||||||||
Acquiring Fund - Class C (if you did not redeem your shares) | $ | 266 | $ | 817 | $ | 1,395 | $ | 2,964 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class C (assuming the Reorganization is completed) | $ | 366 | $ | 822 | $ | 1,403 | $ | 2,982 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class C (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 266 | $ | 822 | $ | 1,403 | $ | 2,982 | ||||||||
Target Fund - Class Y | $ | 204 | $ | 1,697 | $ | 3,119 | $ | 6,382 | ||||||||
Acquiring Fund - Class Y | $ | 166 | $ | 514 | $ | 887 | $ | 1,933 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund -Class Y (assuming the Reorganization is completed) | $ | 166 | $ | 518 | $ | 895 | $ | 1,953 | ||||||||
Target Fund — Institutional Class | $ | 203 | $ | 1,588 | $ | 2,922 | $ | 6,048 | ||||||||
Acquiring Fund - Institutional Class | † | † | † | † | ||||||||||||
Combined Pro forma Target Fund + Acquiring Fund - Institutional Class (assuming the Reorganization is completed) | $ | 137 | $ | 428 | $ | 739 | $ | 1,624 |
† | Institutional Class Shares will not be issued until the Closing. |
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Average Annual Total Returns* | ||||||||||||
1 Year | 5 Years | 10 Years or Since Inception | ||||||||||
Acquiring Fund — Class B (inception date: 11/30/1990 )1 | ||||||||||||
Return Before Taxes | 1.93 | % | 5.53 | % | 3.90 | % | ||||||
Return After Taxes on Distributions | 2.05 | % | 5.55 | % | 3.93 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 1.37 | % | 4.80 | % | 3.44 | % | ||||||
Target Fund — Class B (inception date: 03/31/2006) | ||||||||||||
Return Before Taxes | (10.34 | )% | — | (15.15 | )% | |||||||
Return After Taxes on Distributions | (10.34 | )% | — | (15.15 | )% | |||||||
Return After Taxes on Distributions and Sale of Fund Shares | (6.72 | )% | — | (12.24 | )% |
* | Performance for Class B shares has been restated to reflect the Fund’s applicable sales charge. Performance for Class B shares for the Acquiring Fund assumes conversion to Class A shares eight years after the start of the performance period. |
1. | The returns shown for periods prior to June 1, 2010 are those of the Class B shares of a predecessor fund that was advised by Morgan Stanley Investment Advisors Inc. and was reorganized into the Acquiring Fund on June 1, 2010. The returns shown for periods after June 1, 2010 are those of the Acquiring Fund. The returns of the Acquiring Fund are different from the predecessor fund as they had different expenses and sales charges. |
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• | Invesco Asset Management Deutschland GmbH; | • | Invesco Hong Kong Limited; | |||
• | Invesco Asset Management Limited; | • | Invesco Asset Management (Japan) Limited; | |||
• | Invesco Australia Limited; | • | Invesco Senior Secured Management, Inc.; and | |||
• | Invesco Trimark Ltd. |
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Funds Subject to | ||
Principal Risk | Risk | |
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. | Acquiring Fund Target Fund | |
In general, stock and other equity security values fluctuate, and sometimes widely fluctuate, in response to activities specific to the company as well as general market, economic and political conditions. Investments in convertible securities subject the Fund to the risks associated with both fixed-income securities, including credit risk and interest rate risk, and common stocks. A portion of the Fund’s convertible investments may be rated below investment grade. | ||
Currency/Exchange Rate Risk. The dollar value of the Fund’s foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded. | Acquiring Fund Target Fund | |
With respect to the Acquiring Fund, hedging the Fund’s currency risks through forward foreign currency exchange contracts involves the risk of mismatching the Fund’s objectives under a forward foreign currency exchange contract with the value of securities denominated in a particular currency. There is additional risk that such transactions reduce or preclude the opportunity for gain and that currency contracts create exposure to currencies in which the Fund’s securities are not denominated. | ||
Foreign Securities Risk. Investments in foreign markets entail special risks such as currency, political, economic and market risks. There also may be greater market volatility, less reliable financial information, higher transaction and custody costs, decreased market liquidity and less government and exchange regulation associated with investments in foreign markets. | Acquiring Fund Target Fund |
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Funds Subject to | ||
Principal Risk | Risk | |
With respect to the Acquiring Fund, the risks of investing in emerging market countries are greater than risks associated with investments in foreign developed countries. | ||
Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results. | Acquiring Fund Target Fund | |
Growth Investing Risk. Investments in growth-oriented equity securities may have above-average volatility of price movement. The returns on growth securities may or may not move in tandem with the returns on other styles of investing or the overall stock markets. | Acquiring Fund Target Fund | |
Geographic Concentration Risk. Because the Fund’s investments are concentrated in Japan, the Fund’s performance is expected to be closely tied to social, political, and economic conditions within Japan and to be more volatile than the performance of more geographically diversified funds. International trade and government tax and fiscal policy may have negative effects on the Japanese economy. | Target Fund | |
Exchange-Traded Funds Risk. An investment by the fund in ETFs generally presents the same primary risks as an investment in a mutual fund. In addition, ETFs may be subject to the following: (1) a discount of the ETF’s shares to its net asset value; (2) failure to develop an active trading market for the ETF’s shares; (3) the listing exchange halting trading of the ETF’s shares; (4) failure of the ETFs shares to track the referenced index; and (5) holding troubled securities in the referenced index. | Target Fund | |
Limited Number of Holdings Risk. The Fund may invest a large percentage of its assets in a limited number of securities, which could negatively affect the value of the Fund. | Target Fund | |
Active Trading Risk. The Fund may engage in frequent trading of portfolio securities resulting in a lower return and increased tax liability. | Target Fund |
Target Fund Share Classes | Acquiring Fund Share Classes | |
Class A | Class A | |
Class B | Class B | |
Class C | Class C | |
Class Y | Class Y | |
Institutional Class | Institutional Class* |
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* | Institutional Class shares will not be issued until the Closing. |
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• | no gain or loss will be recognized by the Target Fund or the shareholders of the Target Fund as a result of the Reorganization; | ||
• | no gain or loss will be recognized by the Acquiring Fund as a result of the Reorganization; | ||
• | the aggregate tax basis of the shares of the Acquiring Fund to be received by a shareholder of the Target Fund will be the same as the shareholder’s aggregate tax basis of the shares of the Target Fund; and | ||
• | the holding period of the shares of the Acquiring Fund received by a shareholder of the Target Fund will include the period that a shareholder held the shares of the Target Fund (provided that such shares of the Target Fund are capital assets in the hands of such shareholder as of the Closing). |
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Target Fund | Acquiring Fund | |||||||
(000,000s) | (000,000s) | |||||||
at 4/30/2010 | at 4/30/2010 | |||||||
Aggregate capital loss carryovers on a tax basis (1) | $ | (4.4 | ) | $ | (32.6 | ) | ||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | $ | 0.5 | $ | 15.7 | ||||
Aggregate Net Asset Value | $ | 7.3 | $ | 136.6 | ||||
Approximate annual limitation (2) | $ | 0.3 | N/A |
(1) | Includes realized gain or loss for the current fiscal year determined on the basis of generally accepted accounting principles. | |
(2) | Based on the long-term tax-exempt rate for ownership changes during October 2010 of 3.98%. |
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Estimated Portion | ||||||||||||
of Reorganization | ||||||||||||
Estimated Proxy | Estimated Total | Costs to be Paid | ||||||||||
Solicitation Costs | Reorganization Costs | by the Fund | ||||||||||
Target Fund | $ | 3,000 | $ | 50,000 | $ | 0 |
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Target | Acquiring | Pro Forma | Acquiring Fund (pro | |||||||||||||
Fund | Fund | Adjustments1 | forma) | |||||||||||||
Net assets (all classes) | $ | 6,388,203 | $ | 128,555,150 | — | $ | 134,943,353 | |||||||||
Class A net assets | $ | 3,973,698 | $ | 104,891,025 | — | $ | 108,864,723 | |||||||||
Class A shares outstanding | 789,168 | 4,825,487 | (606,215 | )2 | 5,008,440 | |||||||||||
Class A net asset value per share | $ | 5.04 | $ | 21.74 | $ | 21.74 | ||||||||||
Class B net assets | $ | 560,712 | $ | 8,436,798 | — | $ | 8,997,510 | |||||||||
Class B shares outstanding | 115,251 | 410,871 | (87,912 | )2 | 438,210 | |||||||||||
Class B net asset value per share | $ | 4.87 | $ | 20.53 | $ | 20.53 | ||||||||||
Class C net assets | $ | 1,110,661 | $ | 5,876,611 | — | $ | 6,987,272 | |||||||||
Class C shares outstanding | 228,510 | 285,914 | (174,468 | )2 | 339,956 | |||||||||||
Class C net asset value per share | $ | 4.86 | $ | 20.55 | $ | 20.55 | ||||||||||
Class Y net assets | $ | 361,343 | $ | 9,314,532 | — | $ | 9,675,875 | |||||||||
Class Y shares outstanding | 71,398 | 421,894 | (55,036 | )1 | 438,256 | |||||||||||
Class Y net asset value per share | $ | 5.06 | $ | 22.08 | $ | 22.08 | ||||||||||
Institutional Class net assets | $ | 381,789 | N/A | — | $ | 381,789 | ||||||||||
Institutional Class shares outstanding | 75,001 | N/A | (57,711 | )2,3 | 17,290 | |||||||||||
Institutional Class net asset value per share | $ | 5.09 | N/A | $ | 22.08 |
1. | Invesco will bear 100% of the Reorganization expenses of the Target Fund. As a result there are no pro forma adjustments to net assets. | |
2. | Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of the Target Fund’s shareholder accounts based on the relative value of the Target Fund’s and the Acquiring Fund’s net asset value per share. | |
3. | As of September 30, 2010, Institutional Class of the Acquiring Fund did not exist. Institutional Class shares of the Acquiring Fund will be issued in connection with the Reorganization. Institutional Class shares of the Acquiring Fund will commence operations upon the closing of the Reorganization at the net asset value per share of Acquiring Fund’s Class Y shares. Therefore, the net asset value per share shown for Institutional Class shares of the Acquiring Fund in the table above is that of the Acquiring Fund’s Class Y shares. |
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Target Fund/Share Classes | Number of Shares Outstanding | |||
Invesco Japan Fund | ||||
Class A | ||||
Class B | ||||
Class C | ||||
Class Y | ||||
Institutional Class |
A-1
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Number of | Percent Owned of | |||||||||||
Name and Address | Class of Shares | Shares Owned | Record* | |||||||||
Name and Address | _____ | % |
* | The Trust has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
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Number of | Percent Owned of | |||||||||||
Name and Address | Class of Shares | Shares Owned | Record* | |||||||||
Name and Address | _____ | % |
* | The Trust no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
C-1
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1. | DESCRIPTION OF THE REORGANIZATIONS |
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-2-
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2. | VALUATION |
3. | CLOSING AND CLOSING DATE |
-3-
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4. | REPRESENTATIONS AND WARRANTIES |
-5-
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-8-
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5. | COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND |
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6. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND |
7. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND |
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8. | FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE TARGET FUND |
-14-
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9. | FEES AND EXPENSES |
10. | FINAL TAX RETURNS AND FORMS 1099 OF TARGET FUND |
11. | ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS |
12. | TERMINATION |
13. | AMENDMENTS |
14. | HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY |
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Invesco Advisers, Inc. | ||||||||
By: | ||||||||
Name: | ||||||||
Title: |
By: | ||||
Name: | ||||
Title: |
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Acquiring Fund (and share classes) and | Corresponding Target Fund (and share | |
Acquiring Entity | classes) and Target Entity | |
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E-1
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Ratio of | ||||||||||||||||||||||||||||||||||||||||||||||||
Net gains | Net | Net | expenses | Ratio of net | ||||||||||||||||||||||||||||||||||||||||||||
(losses) | asset | assets, | to average | investment | ||||||||||||||||||||||||||||||||||||||||||||
Net asset | Net | on securities | Dividends | value, | end of | net assets | income (loss) | Rebate from | ||||||||||||||||||||||||||||||||||||||||
value, | investment | (both | Total from | from net | end | period | (before | to average | Morgan | |||||||||||||||||||||||||||||||||||||||
beginning | income | realized and | investment | investment | of | Total | (000s | expense | net | Stanley | Portfolio | |||||||||||||||||||||||||||||||||||||
of period | (loss)(a) | unrealized) | operations | income | period | Return(b) | omitted) | offset)(c)(d)(g) | assets(c)(d)(g) | Affiliate(c)(e)(g) | Turnover(f) | |||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | $ | 19.48 | $ | (0.03 | ) | $ | 2.07 | $ | 2.04 | $ | (0.05 | ) | $ | 21.47 | 10.42 | % | $ | 111,266 | 1.77 | % | (0.28 | )% | 0.00 | % | 18 | % | ||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 18.49 | (0.10 | ) | 1.96 | 1.86 | (0.00 | ) | 20.35 | 10.06 | 10,672 | 2.52 | (1.03 | ) | 0.00 | 18 | |||||||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 18.51 | (0.10 | ) | 1.96 | 1.86 | (0.00 | ) | 20.37 | 10.05 | 6,160 | 2.52 | (1.03 | ) | 0.00 | 18 | |||||||||||||||||||||||||||||||||
Class I | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 19.77 | 0.09 | 2.02 | 2.11 | (0.09 | ) | 21.79 | 10.66 | 8,252 | 1.52 | (0.03 | ) | 0.00 | 18 | ||||||||||||||||||||||||||||||||||
Class R | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 19.41 | (0.05 | ) | 2.05 | 2.00 | (0.01 | ) | 21.40 | 10.31 | 92 | 2.02 | (0.53 | ) | 0.00 | 18 | |||||||||||||||||||||||||||||||||
Class W | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 19.43 | (0.04 | ) | 2.06 | 2.02 | (0.04 | ) | 21.41 | 10.38 | 111 | 1.87 | (0.38 | ) | 0.00 | 18 |
(a) | Calculated using average shares outstanding. | |
(b) | Does not reflect the deduction of sales charge. Calculated based on the net asset value as of the last business day of the period. | |
(c) | Reflects overall Fund ratios for investment income and non-class specific expenses. | |
(d) | The ratios reflect the rebate of certain Fund expenses in connection with investments in a Morgan Stanley affiliate during the period. The effect of the rebate on the ratios is disclosed in the above table as “Rebate from Morgan Stanley Affiliate.” | |
(e) | Amount is less than 0.005% | |
(f) | Not annualized. | |
(g) | Annualized. |
Ratio of | ||||||||||||||||||||||||||||||||||||||||||||||||
expenses | Ratio of | |||||||||||||||||||||||||||||||||||||||||||||||
to average | expenses | |||||||||||||||||||||||||||||||||||||||||||||||
Net gains | net assets | to average net | ||||||||||||||||||||||||||||||||||||||||||||||
(losses) | Redemption | Net assets, | with fee | assets without | Ratio of net | |||||||||||||||||||||||||||||||||||||||||||
Net asset | Net | on securities | fees added to | Net asset | end of | waivers | fee waivers | investment | ||||||||||||||||||||||||||||||||||||||||
value, | investment | (both | Total from | shares of | value, | period | and/or | and/or | income (loss) | |||||||||||||||||||||||||||||||||||||||
beginning | income | realized and | investment | beneficial | end | Total | (000s | expenses | expenses | to average | Portfolio | |||||||||||||||||||||||||||||||||||||
of period | (loss)(a) | unrealized) | operations | interest | of period | Return(b) | omitted) | absorbed(c) | absorbed(c) | net assets(c) | Turnover(d) | |||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | $ | 5.11 | $ | (0.03 | ) | $ | 0.45 | $ | 0.42 | $ | 0.00 | $ | 5.53 | 8.22 | % | $ | 4,785 | 2.24 | % | 5.38 | % | (1.02 | )% | 63 | % | |||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 4.98 | (0.05 | ) | 0.43 | 0.38 | 0.00 | 5.36 | 7.63 | 642 | 2.99 | 6.13 | (1.77 | ) | 63 | ||||||||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 4.97 | (0.05 | ) | 0.44 | 0.39 | 0.00 | 5.36 | 7.85 | 1,189 | 2.99 | 6.13 | (1.77 | ) | 63 | ||||||||||||||||||||||||||||||||||
Class Y | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 5.13 | (0.02 | ) | 0.45 | 0.43 | 0.00 | 5.56 | 8.38 | 249 | 1.99 | 5.13 | (0.77 | ) | 63 | ||||||||||||||||||||||||||||||||||
Institutional Class | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 5.16 | (0.02 | ) | 0.45 | 0.43 | 0.00 | 5.59 | 8.33 | 419 | 1.99 | 4.73 | (0.77 | ) | 63 |
(a) | Calculated using average shares outstanding. | |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year. | |
(c) | Ratios are annualized and based on average daily net assets (000’s omitted) of $4,176, $609, $941, $237, and $404 for Class A, Class B, Class C, Class Y and Institutional Class shares, respectively. | |
(d) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. |
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|
§ | Distinguish and emphasize Invesco’s most compelling investment processes and strategies; | ||
§ | Reduce overlap in the product lineup to help lower costs for shareholders; and | ||
§ | Build a solid foundation for further growth to meet client and shareholder needs. |
President and Principal Executive Officer
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Houston, Texas 77046
(800) 959-4246
To Be Held on April 14, 2011
To approve an Agreement and Plan of Reorganization between the Target Fund and Invesco Global Health Care Fund (the “Acquiring Fund”), also a series of the Trust, providing for: (a) the acquisition of all of the assets and assumption of all of the liabilities of the Target Fund by the Acquiring Fund in exchange for shares of a corresponding class of the Acquiring Fund; (b) the distribution of such shares to the shareholders of the Target Fund; and (c) the liquidation and termination of the Target Fund (the “Reorganization”). |
Mr. Philip Taylor
President and Principal Executive Officer
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11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
[_____________, 2011]
Introduction
To approve an Agreement and Plan of Reorganization between the Target Fund and the Acquiring Fund, providing for: (a) the acquisition of all of the assets and assumption of all of the liabilities of the Target Fund by the Acquiring Fund in exchange for shares of a corresponding class of the Acquiring Fund; (b) the distribution of such shares of the corresponding class to the shareholders of the Target Fund; and (c) the liquidation and termination of the Target Fund (the “Reorganization”). |
• | Prospectuses for the Target Fund and the Acquiring Fund; | ||
• | Annual and semi-annual reports to shareholders of the Target Fund and the Acquiring Fund; and | ||
• | Statements of Additional Information (“SAIs”) for the Target Fund and the Acquiring Fund. |
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Exhibits | ||||
EXHIBIT A Outstanding Shares of the Target Fund | A-1 | |||
EXHIBIT B Ownership of the Target Fund | B-1 | |||
EXHIBIT C Ownership of the Acquiring Fund | C-1 | |||
EXHIBIT D Form of Agreement and Plan of Reorganization | D-1 | |||
EXHIBIT E Financial Highlights | E-1 |
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Target Fund | Acquiring Fund | |
Capital appreciation. | Long-term growth of capital. |
Combined Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
Current | (assumes the Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class A | Class A | Class A | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | 5.50 | % | 5.50 | % | 5.50 | % | ||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) | None | 2.00 | %1 | 2.00 | %2 | |||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.92 | % | 0.66 | % | 0.65 | % | ||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.25 | % | 0.25 | % | ||||||
Other Expenses | 0.43 | %3 | 0.41 | % | 0.41 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %4 | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 1.60 | %3 | 1.33 | % | 1.32 | %5 | ||||||
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Combined Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
Current | (assumes the Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class B | Class B | Class B | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 5.00 | % | 5.00 | % | 5.00 | % | ||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) | None | 2.00 | %1 | 2.00 | %2 | |||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.92 | % | 0.66 | % | 0.65 | % | ||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Other Expenses | 0.43 | %3 | 0.41 | % | 0.41 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %4 | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 2.35 | %3 | 2.08 | % | 2.07 | %5 | ||||||
Combined Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
Current | (assumes the Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class C | Class C | Class C | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) | None | 2.00 | %1 | 2.00 | %2 | |||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.92 | % | 0.66 | % | 0.65 | % | ||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | ||||||
Other Expenses | 0.43 | %3 | 0.41 | % | 0.41 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %4 | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 2.35 | %3 | 2.08 | % | 2.07 | %5 | ||||||
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Combined Pro Forma | ||||||||||||
Target Fund | ||||||||||||
+ | ||||||||||||
Acquiring Fund | ||||||||||||
Current | (assumes the Reorganization is | |||||||||||
Target Fund | Acquiring Fund | completed) | ||||||||||
Class Y | Class Y | Class Y | ||||||||||
Shareholder Fees (Fees paid directly from your investment) | ||||||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) | None | None | None | |||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | |||||||||
Redemption/Exchange Fee (as a percentage of amount redeemed/exchanged) | None | 2.00 | %1 | 2.00 | %2 | |||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||
Management Fees | 0.92 | % | 0.66 | % | 0.65 | % | ||||||
Distribution and Service (12b-1) Fees | None | None | None | |||||||||
Other Expenses | 0.43 | %3 | 0.41 | % | 0.41 | % | ||||||
Acquired Fund Fees and Expenses | 0.00 | %4 | 0.01 | % | 0.01 | % | ||||||
Total Annual Fund Operating Expenses | 1.35 | %3 | 1.08 | % | 1.07 | %5 | ||||||
* | Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in a Fund’s current prospectus) of the Target Fund (July 31, 2010) and the Acquiring Fund (October 31, 2009). Pro forma numbers are estimated as if the Reorganization had been completed as of November 1, 2008 and do not include the estimated costs of the Reorganization. The Target Fund is not expected to bear any Reorganization costs. For more information on the costs of the Reorganization to be borne by the Funds, see “Costs of the Reorganization” below. | |
1. | You may be charged a 2.00% fee if you redeem or exchange shares of the Acquiring Fund within 31 days of purchase. | |
2. | Shares of the Acquiring Fund that are distributed in connection with the Reorganization will not be subject to a redemption fee. | |
3. | Based on estimated amounts for the current fiscal year. | |
4. | Unless otherwise indicated, Acquired Fund Fees and Expenses are less than 0.01%. | |
5. | Effective upon the closing of the Reorganization, the Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares of the Acquiring Fund to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Class A shares to 1.65%, Class B shares to 2.40%, Class C shares to 2.40% and Class Y shares to 1.40% of average daily net assets. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement to exceed the limit reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; and (v) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. |
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One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Target Fund - Class A | $ | 704 | $ | 1,027 | $ | 1,373 | $ | 2,346 | ||||||||
Acquiring Fund - Class A | $ | 678 | $ | 948 | $ | 1,239 | $ | 2,063 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Class A (assuming the Reorganization is completed) | $ | 677 | $ | 945 | $ | 1,234 | $ | 2,053 | ||||||||
Target Fund - Class B | $ | 738 | $ | 1,033 | $ | 1,455 | $ | 2,499 | ||||||||
Target Fund - Class B (if you did not redeem your shares) | $ | 238 | $ | 733 | $ | 1,255 | $ | 2,499 | ||||||||
Acquiring Fund - Class B | $ | 711 | $ | 952 | $ | 1,319 | $ | 2,219 | ||||||||
Acquiring Fund - Class B (if you did not redeem your shares) | $ | 211 | $ | 652 | $ | 1,119 | $ | 2,219 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Class B (assuming the Reorganization is completed) | $ | 710 | $ | 949 | $ | 1,314 | $ | 2,208 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Class B (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 210 | $ | 649 | $ | 1,114 | $ | 2,208 | ||||||||
Target Fund - Class C | $ | 338 | $ | 733 | $ | 1,255 | $ | 2,686 | ||||||||
Target Fund - Class C (if you did not redeem your shares) | $ | 238 | $ | 733 | $ | 1,255 | $ | 2,686 | ||||||||
Acquiring Fund - Class C | $ | 311 | $ | 652 | $ | 1,119 | $ | 2,410 | ||||||||
Acquiring Fund - Class C (if you did not redeem your shares) | $ | 211 | $ | 652 | $ | 1,119 | $ | 2,410 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Class C (assuming the Reorganization is completed) | $ | 310 | $ | 649 | $ | 1,114 | $ | 2,400 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Class C (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 210 | $ | 649 | $ | 1,114 | $ | 2,400 | ||||||||
Target Fund - Class Y | $ | 137 | $ | 428 | $ | 739 | $ | 1,624 | ||||||||
Acquiring Fund - Class Y | $ | 110 | $ | 343 | $ | 595 | $ | 1,317 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund - Class Y (assuming the Reorganization is completed) | $ | 109 | $ | 340 | $ | 590 | $ | 1,306 |
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10 Years or | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Acquiring Fund - Class A (inception date: 08/07/1989) | ||||||||||||
Return Before Taxes | 0.71 | % | 0.49 | % | 2.81 | % | ||||||
Return After Taxes on Distributions | 0.71 | % | (0.33 | %) | 1.73 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 0.46 | % | 0.34 | % | 2.03 | % | ||||||
Target Fund - Class A (inception date: 07/28/1997)1 | ||||||||||||
Return Before Taxes | 2.58 | % | 1.79 | % | 1.15 | % | ||||||
Return After Taxes on Distributions | 1.65 | % | 0.18 | % | (0.21 | %) | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 2.20 | % | 1.44 | % | 0.66 | % |
* | The above total return figures reflect the maximum front-end sales charge (load) of 5.50% applicable to Class A shares. | |
1. | The returns shown for periods prior to June 1, 2010 are those of the Class A shares of a predecessor fund that was advised by Morgan Stanley Investment Advisors Inc. and was reorganized into the Target Fund on June 1, 2010. The returns shown for periods after June 1, 2010 are those of the Target Fund. The returns of the Target Fund are different from the predecessor fund as they had different expenses and sales charges. |
• Invesco Asset Management Deutschland GmbH; | • Invesco Hong Kong Limited; | |
• Invesco Asset Management Limited; | • Invesco Asset Management (Japan) Limited; | |
• Invesco Australia Limited; | • Invesco Senior Secured Management, Inc.; and | |
• Invesco Trimark Ltd. |
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Principal Risk | Funds Subject to Risk | |
Market Risk. The prices of and the income generated by the Funds’ securities may decline in response to, among other things, investor sentiment; general economic, political and market conditions; conditions specific to the company; regional or global instability; and currency and interest rate fluctuations. | Acquiring Fund and Target Fund | |
Foreign Securities Risk. The Funds’ foreign investments will be affected by changes in the foreign country’s exchange rates; political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies. Additionally, investments in foreign markets may be subject to higher transaction and custody costs. | Acquiring Fund and Target Fund | |
Developing Markets Securities Risk. Securities issued by foreign companies and governments located in developing countries may be affected more negatively by inflation, devaluation of their currencies, higher transaction costs, delays in settlement, adverse political developments and lack of timely information than those in developed countries. | Acquiring Fund and Target Fund | |
Derivatives. A derivative instrument often has risks similar to its underlying instrument and may have additional risks, including imperfect correlation between the value of the derivative and the underlying instrument, risks of default by the other party to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which they relate, and risks that the transactions may not be liquid. Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss. | Acquiring Fund and Target Fund |
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Principal Risk | Funds Subject to Risk | |
Depositary Receipts Risk. Depositary receipts involve many of the same risks as those associated with direct investment in foreign securities. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of such receipts, or to pass through to them any voting rights with respect to the deposited securities. | Acquiring Fund and Target Fund | |
Exchange-Traded Funds Risk. Exchange-traded funds (ETFs) generally present the same primary risks as an investment in a mutual fund. In addition, ETFs may be subject to: (1) a discount of the ETF’s shares to its net asset value; (2) failure to develop an active trading market for the ETF’s shares; (3) the listing exchange halting trading of the ETF’s shares; (4) failure of the ETFs shares to track the referenced index; and (5) holding troubled securities in the referenced index. | Acquiring Fund | |
Convertible Securities. Investments in convertible securities subject the Target Fund to the risks associated with both fixed-income securities, including credit risk and interest rate risk, and common stocks. | Target Fund | |
Health Sector Risk. Each Fund’s performance is vulnerable to factors affecting the health care and sciences industry, including government regulation, obsolescence caused by scientific advances and technological innovations. Because the Funds concentrate in the health care and sciences industry, the value of the Funds’ shares may be more volatile than mutual funds that do not similarly concentrate their investments. The health care and sciences industry is subject to substantial regulation and could be materially adversely affected by changes in governmental regulations. Additionally, the products and services of companies in this industry may be subject to faster obsolescence as a result of greater competition and advancing technological developments. As a result, the securities of companies in this industry may exhibit greater price volatility than those of companies in other industries. | Acquiring Fund and Target Fund | |
The Target Fund may invest in smaller health science companies which involve greater risks than large or more established issuers. The prices of the securities of smaller companies may fluctuate to a greater degree than the prices of the securities of other issuers. | ||
Currency Hedging Risk. Hedging the Target Fund’s currency risks through forward foreign currency exchange contracts involves the risk of mismatching the Target Fund’s objectives under a forward foreign currency exchange contract with the value of securities denominated in a particular currency. There is additional risk that such transactions reduce or preclude the opportunity for gain and that currency contracts create exposure to currencies in which the Target Fund’s securities are not denominated. | Target Fund |
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Target Fund Share Classes | Acquiring Fund Share Classes | |
Class A | Class A | |
Class B | Class B | |
Class C | Class C | |
Class Y | Class Y |
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• | no gain or loss will be recognized by the Target Fund or the shareholders of the Target Fund as a result of the Reorganization; | ||
• | no gain or loss will be recognized by the Acquiring Fund as a result of the Reorganization; | ||
• | the aggregate tax basis of the shares of the Acquiring Fund to be received by a shareholder of the Target Fund will be the same as the shareholder’s aggregate tax basis of the shares of the Target Fund; and | ||
• | the holding period of the shares of the Acquiring Fund received by a shareholder of the Target Fund will include the period that a shareholder held the shares of the Target Fund (provided that such shares of the Target Fund are capital assets in the hands of such shareholder as of the Closing). |
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Estimated Portion of Total | ||||||||||||
Estimated Proxy | Estimated Total | Reorganization Costs to be | ||||||||||
Solicitation Costs | Reorganization Costs | Paid by the Fund | ||||||||||
Invesco Health Sciences Fund | $ | 123,000 | $ | 170,000 | $ | 0 |
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Pro Forma | Acquiring Fund | |||||||||||||||
Target Fund | Acquiring Fund | Adjustments | (pro forma) | |||||||||||||
Net assets (all classes) 1 | $ | 143,422,050 | $ | 956,849,193 | $ | — | $ | 1,100,271,243 | ||||||||
Class A net assets | $ | 117,031,462 | $ | 435,142,989 | $ | — | 2 | $ | 552,174,451 | |||||||
Class A shares outstanding | 9,157,811 | 17,033,514 | (4,577,113 | )3 | 21,614,212 | |||||||||||
Class A net asset value per share | $ | 12.78 | $ | 25.55 | $ | 25.55 | ||||||||||
Class B net assets | $ | 18,625,774 | $ | 31,360,361 | $ | — | 2 | $ | 49,986,135 | |||||||
Class B shares outstanding | 1,753,021 | 1,453,811 | (889,920 | )3 | 2,316,912 | |||||||||||
Class B net asset value per share | $ | 10.62 | $ | 21.57 | $ | 21.57 | ||||||||||
Class C net assets | $ | 7,454,985 | $ | 24,295,873 | $ | — | 2 | $ | 31,750,858 | |||||||
Class C shares outstanding | 699,374 | 1,125,358 | (354,060 | )3 | 1,470,672 | |||||||||||
Class C net asset value per share | $ | 10.66 | $ | 21.59 | $ | 21.59 | ||||||||||
Class Y net assets | $ | 309,829 | $ | 4,572,114 | $ | — | 2 | $ | 4,881,943 | |||||||
Class Y shares outstanding | 23,008 | 178,103 | (10,935 | )3 | 190,176 | |||||||||||
Class Y net asset value per share | $ | 13.47 | $ | 25.67 | $ | 25.67 |
1. | The Target Fund and the Acquiring Fund currently have Class A, Class B, Class C and Class Y shares outstanding. The Acquiring Fund also currently offers Investor Class shares. | |
2. | The Adviser will bear 100% of the Reorganization expenses of the Target Fund. As a result, there are no pro forma adjustments to net assets. | |
3. | Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of the Target Fund’s shareholder accounts based on the relative value of the Target Fund’s and the Acquiring Fund’s net asset value per share. |
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Outstanding Shares of the Target Fund
Class A | [______] | |
Class B | [______] | |
Class C | [______] | |
Class Y | [______] |
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Number of | Percent Owned of | |||||||
Name and Address | Fund | Class of Shares | Shares Owned | Record* | ||||
* | The Trust has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
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Number of | Percent Owned of | |||||||
Name and Address | Fund | Class of Shares | Shares Owned | Record* | ||||
* | The Trust has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
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1. | DESCRIPTION OF THE REORGANIZATIONS |
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2. | VALUATION |
3. | CLOSING AND CLOSING DATE |
-3-
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4. | REPRESENTATIONS AND WARRANTIES |
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5. | COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND |
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6. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND |
7. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND |
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8. | FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE TARGET FUND |
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9. | FEES AND EXPENSES |
10. | FINAL TAX RETURNS AND FORMS 1099 OF TARGET FUND |
11. | ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS |
12. | TERMINATION |
13. | AMENDMENTS |
14. | HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY |
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Invesco Advisers, Inc. | ||||||||
By: | ||||||||
Name: | ||||||||
Title: |
By: | ||||
Name: | ||||
Title: |
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Acquiring Fund (and share classes) and | Corresponding Target Fund (and share | |
Acquiring Entity | classes) and Target Entity | |
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Ratio of expenses | Ratio of expenses | |||||||||||||||||||||||||||||||||||||||||||||||
Net assets, | to average net | to average net | Ratio of net | |||||||||||||||||||||||||||||||||||||||||||||
Net asset | Net gains (losses) | end of | assets with fee | assets without | investment | |||||||||||||||||||||||||||||||||||||||||||
value, | Net | on securities | Total from | Dividends | Net asset | period | waivers and/or | fee waivers | income (loss) | |||||||||||||||||||||||||||||||||||||||
beginning of | investment | (both realized | investment | from net | value, end | Total | (000s | expenses | and/or expenses | to average | Portfolio | |||||||||||||||||||||||||||||||||||||
period | income (loss) | and unrealized) | operations | realized gains | of period(a) | Return(b) | omitted) | absorbed | absorbed | net assets | Turnover(c) | |||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | $ | 23.20 | $ | (0.01 | )(d) | $ | 2.93 | $ | 2.92 | $ | — | $ | 26.12 | 12.59 | % | $ | 470,338 | 1.22 | %(e) | 1.22 | %(e) | (0.06 | )%(e) | 5 | % | |||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 19.72 | (0.09 | )(d) | 2.49 | 2.40 | — | 22.12 | 12.17 | 39,112 | 1.97 | (e) | 1.97 | (e) | (0.81 | )(e) | 5 | ||||||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 19.74 | (0.09 | )(d) | 2.49 | 2.40 | — | 22.14 | 12.16 | 27,496 | 1.97 | (e) | 1.97 | (e) | (0.81 | )(e) | 5 | ||||||||||||||||||||||||||||||||
Class Y | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 23.26 | 0.02 | (d) | 2.94 | 2.96 | — | 26.22 | 12.73 | 4,958 | 0.97 | (e) | 0.97 | (e) | 0.19 | (e) | 5 | ||||||||||||||||||||||||||||||||
Investor Class | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 23.20 | (0.01 | )(d) | 2.93 | 2.92 | — | 26.12 | 12.59 | 491,090 | 1.22 | (e) | 1.22 | (e) | (0.06 | )(e) | 5 |
(a) | Includes redemption fees added to shares of beneficial interest which were less than $0.005 per share. | |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. | |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. | |
(d) | Calculated using average shares outstanding. | |
(e) | Ratios are annualized and based on average daily net assets (000’s omitted) of $466,390, $46,889, $27,211, $3,348 and $496,650 for Class A, Class B, Class C, Class Y and Investor Class shares, respectively. |
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STATEMENT OF ADDITIONAL INFORMATION
[ ], 2011
To the
Registration Statement on Form N-14 Filed by:
On behalf of Invesco Balanced-Risk Commodity Strategy Fund, Invesco Developing Markets Fund,
Invesco Global Health Care Fund and Invesco Pacific Growth Fund
Houston, Texas 77046-1173
(800) 959-4246
Kampen Emerging Markets Fund, Invesco Health Sciences Fund and Invesco Japan Fund, each to
be held on April 14, 2011.
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Target Fund | Acquiring Fund | |
Invesco Commodities Strategy Fund | Invesco Balanced-Risk Commodity Strategy Fund | |
Invesco Van Kampen Emerging Markets Fund | Invesco Developing Markets Fund | |
Invesco Health Sciences Fund | Invesco Global Health Care Fund | |
Invesco Japan Fund | Invesco Pacific Growth Fund |
1. | Statement of Additional Information dated [December 22, 2010], for AIM Investment Funds (Invesco Investment Funds) with respect to Invesco Pacific Growth Fund (filed via EDGAR on [October 21, 2010], Accession No. 0000950123-10-[094931]). [To be updated to 485(b) filing.] | ||
2. | Statement of Additional Information dated November 10, 2010, for AIM Investment Funds (Invesco Investment Funds) with respect to Invesco Commodities Strategy Fund, Invesco Van Kampen Emerging Markets Fund, Invesco Health Sciences Fund and Invesco Pacific Growth Fund (filed via EDGAR on November 9, 2010, Accession No. 0000950123-10-102692). | ||
3. | Statement of Additional Information dated [November 29, 2010] for AIM Investment Funds (Invesco Investment Funds) with respect to Invesco Japan Fund, Invesco Balanced-Risk Commodity Strategy Fund, Invesco Developing Markets Fund and Invesco Global Health Care Fund (filed via EDGAR on [July 16, 2010], Accession No. 0000950123-10-[065981]). [To be updated to 485(b) filing.] | ||
4. | Statement of Additional Information dated March 11, 2010, for AIM Investment Funds (Invesco Investment Funds) with respect to Invesco Developing Markets Fund, Invesco Global Health Care Fund and Invesco Japan Fund (filed via EDGAR on March 10, 2010, Accession No. 0000950123-10-023159) (“SAI I”). | ||
5. | Supplement dated March 30, 2010 to SAI I (filed via EDGAR on March 30, 2010, Accession No. 0000950123-10-029932). | ||
6. | Supplement dated April 6, 2010 to SAI I (filed via EDGAR on April 6, 2010, Accession No. 0000950123-10-032499). | ||
7. | Supplement dated April 30, 2010 to SAI I (filed via EDGAR on April 30, 2010, Accession No. 0000950123-10-041445). | ||
8. | Supplement dated June 15, 2010 to SAI I (filed via EDGAR on June 15, 2010, Accession No. 0000950123-10-058314). | ||
9. | Supplement dated June 23, 2010 to SAI I (filed via EDGAR on June 23, 2010, Accession No. 0000950123-10-060211). | ||
10. | Supplement dated June 30, 2010 to SAI I (filed via EDGAR on June 30, 2010, Accession No. 0000950123-10-062864). | ||
11. | The audited financial statements and related report of the independent public accounting firm included in the AIM Investment Funds (Invesco Investment Funds’) Annual Report to Shareholders for the fiscal year ended June 30, 2010, with respect to Invesco Van Kampen |
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Emerging Markets Fund (filed via EDGAR on September 3, 2010, Accession No. 0000950123-10-083880). | |||
12. | The audited financial statements and related report of the independent public accounting firm included in the AIM Investment Funds (Invesco Investment Funds) Annual Report to Shareholders for the fiscal year ended July 31, 2010, with respect to Invesco Commodities Strategy Fund and Invesco Health Sciences Fund (filed via EDGAR on October 8, 2010, Accession No. 0000950123-10-092226). | ||
13. | The unaudited financial statements included in the AIM Investment Funds (Invesco Investment Funds) Semi-Annual Report to Shareholders for the fiscal period ended April 30, 2010, with respect to Invesco Developing Markets Fund, Invesco Global Health Care Fund and Invesco Japan Fund (filed via EDGAR on July 8, 2010, Accession No. 0000950123-10-064234). | ||
14. | The audited financial statements and related report of the independent public accounting firm included in the AIM Investment Funds (Invesco Investment Funds) Annual Report to Shareholders for the fiscal year ended October 31, 2010, with respect to Invesco Developing Markets Fund, Invesco Global Health Care Fund and Invesco Japan Fund (filed via EDGAR on January 7, 2010, Accession No. 0000950123-10-000899). | ||
15. | The unaudited financial statements included in the AIM Investment Funds (Invesco Investment Funds) Semi-Annual Report to Shareholders for the fiscal period ended April 30, 2010, with respect to the predecessor fund of Invesco Pacific Growth Fund (filed via EDGAR on July 9, 2010, Accession No. 0001104659-10-037466). | ||
16. | The audited financial statements and related report of the independent public accounting firm included in the Morgan Stanley Pacific Growth Fund Inc. Annual Report to Shareholders for the fiscal year ended October 31, 2009, with respect to the predecessor fund of Invesco Pacific Growth Fund (filed via EDGAR on January 11, 2010, Accession No. 0001104659-10-001148). |
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Invesco Van Kampen Emerging Markets Fund into Invesco Developing Markets
Fund
12 Month | ||||
Target Fund | Acquiring Fund | Period Ended | ||
Invesco Van Kampen Emerging Markets Fund | Invesco Developing Markets Fund | April 30, 2010 |
Target Fund Share Class | Shares Exchanged | Acquiring Fund Share Class | ||
Class A | 8,866,404 | Class A | ||
Class B | 1,486,122 | Class B | ||
Class C | 1,875,873 | Class C | ||
Class Y | 1,197,327 | Class Y |
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Fund | Net Assets | As-of Date | ||
Invesco Van Kampen Emerging Markets Fund (Target Fund) | $388,338,606 | April 30, 2010 | ||
Invesco Developing Markets Fund (Acquiring Fund) | 1,411,040,740 | April 30, 2010 | ||
Invesco Developing Markets Fund (Pro Forma Combined) | 1,798,929,346 | April 30, 2010 |
Increase (decrease) | ||||
Expense Category | in expense | |||
Advisory fees (1) | $ | (1,405,198 | ) | |
Administrative services fees (2) | (17,024 | ) | ||
Professional fees (3) | (47,239 | ) | ||
Trustees’ and officers fees and benefits (4) | (14,600 | ) | ||
Fee waiver and/or expense reimbursements (1) | (188,829 | ) |
(1) | Under the terms of the investment advisory contract of the Acquiring Fund, the advisory fees have been adjusted to reflect the advisory fee rates in effect for the Acquiring Fund based on pro forma combined net assets. Correspondingly, advisory fee waivers have been adjusted to reflect the contractual agreement by Invesco Advisers, Inc., the Acquiring Fund’s investment adviser (the “Adviser”), to waive advisory fees and/or reimburse expenses through at least June 30, 2012 as part of the contractual expense limitation agreement of the Acquiring Fund. Upon closing of the Reorganization, the Adviser has contractually agreed through at least June 30, 2012, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class Y and Institutional Class shares to 2.10%, 2.85%, 2.85%, 1.85% and 1.85% of average daily net assets, respectively. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of the Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. | |
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering two funds pursuant to the master administrative services agreement for the Target Fund and the Acquiring Fund. | |
(3) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. | |
(4) | Trustees’ and officer’s fees and benefits were reduced to eliminate the effects of duplicative fixed costs of retainer and meeting fees. |
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Invesco Health Sciences Fund into Invesco Global Health Care Fund
12 Month | ||||
Target Fund | Acquiring Fund | Period Ended | ||
Invesco Health Sciences Fund | Invesco Global Health Care Fund | April 30, 2010 |
Target Fund Share Class | Shares Exchanged | Acquiring Fund Share Class | ||
Class A | 4,580,698 | Class A | ||
Class B | 1,142,184 | Class B | ||
Class C | 345,314 | Class C | ||
Class Y | 11,867 | Class Y |
Fund | Net Assets | As-of Date | ||||||
Invesco Health Sciences Fund (Target Fund) | $ | 157,693,822 | April 30, 2010 | |||||
Invesco Global Health Care Fund (Acquiring Fund) | 1,032,995,418 | April 30, 2010 | ||||||
Invesco Global Health Care Fund (Pro Forma Combined) | 1,190,689,240 | April 30, 2010 |
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Increase (decrease) in | ||||
Expense Category | expense | |||
Advisory fees (1) | $ | (605,029 | ) | |
Administrative services fees (2) | (93,291 | ) | ||
Professional fees (3) | (47,239 | ) | ||
Trustees’ and officers fees and benefits (4) | (14,600 | ) |
(1) | Under the terms of the investment advisory contract of the Acquiring Fund, the advisory fees have been adjusted to reflect the advisory fee rates in effect for the Acquiring Fund based on pro forma combined net assets. Upon closing of the Reorganization, Invesco Advisers, Inc., the Acquiring Fund’s investment adviser (the “Adviser”) has contractually agreed through at least June 30, 2012, to waive advisory fees and/or reimburse expenses to the extent necessary to limit total annual fund operating expenses (excluding certain items discussed below) of Class A, Class B, Class C, Class Y and Investor Class shares to 1.65%, 2.40%, 2.40%, 1.40% and 1.65% of average daily net assets, respectively. In determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the total annual fund operating expenses after fee waiver to exceed the numbers reflected above: (1) interest; (2) taxes; (3) dividend expense on short sales; (4) extraordinary or non-routine items; and (5) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Unless the Board of the Trustees and Invesco mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. | |
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering two funds pursuant to the master administrative services agreement for the Target Fund and the Acquiring Fund. | |
(3) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. | |
(4) | Trustees’ and officer’s fees and benefits were reduced to eliminate the effects of duplicative fixed costs of retainer and meeting fees. |
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OTHER INFORMATION
Item 15. | 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 16(1) and (2) below. Under the Amended and Restated Agreement and Declaration of Trust, effective as of September 14, 2005, as amended (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust Act, the Registrant’s Bylaws and other applicable law; and (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 limit of liability (plus an additional $20,000,000 limit that applies to independent directors/trustees only). | ||
Section 16 of the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc. (“Invesco”) provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Invesco or any of its officers, directors or employees, that Invesco shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of Invesco to any series of the Registrant shall not automatically impart liability on the part of Invesco to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant. |
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Section 9 of the Master Intergroup Sub-Advisory Contract for Mutual Funds (the “Sub-Advisory Contract”) between Invesco Advisers, Inc. on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd. (each a “Sub-Adviser,” collectively the “Sub-Advisers”) provides that the Sub-adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by any series of the Registrant or the Registrant in connection with the matters to which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-adviser in the performance by the Sub-adviser of its duties or from reckless disregard by the Sub-adviser of its obligations and duties under the Sub-Advisory Contract. | ||
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in connection in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities 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 will be governed by final adjudication of such issue. |
Item 16. | Exhibits | |||
(1) | — | (a) Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 75 on Form N-1A, filed on December 15, 2005. | ||
— | (b) Amendment No. 1, dated January 9, 2006, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 76 on Form N-1A, filed on January 13, 2006. | |||
— | (c) Amendment No. 2, dated May 24, 2006, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 79 on Form N-1A, filed on December 20, 2006. | |||
— | (d) Amendment No. 3, dated July 5, 2006, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 79 on Form N-1A, filed on December 20, 2006. | |||
— | (e) Amendment No. 4, dated February 28, 2007, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 80 on Form N-1A, filed on February 23, 2007. |
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— | (f) Amendment No. 5, dated May 1, 2008, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (g) Amendment No. 6, dated June 19, 2008, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (h) Amendment No. 7, dated January 22, 2009, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 86 on Form N-1A, filed on May 29, 2009. | |||
— | (i) Amendment No. 8, dated April 14, 2009, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 86 on Form N-1A, filed on May 29, 2009. | |||
— | (j) Amendment No. 9, dated November 12, 2009, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 87 on Form N-1A, filed on November 25, 2009. | |||
— | (k) Amendment No. 10, dated February 12, 2010, to the Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (l) Amendment No. 11, dated April 30, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated by reference to Registrant’s PEA No. 93 on Form N-1A filed on March, 10, 2010. | |||
— | (m) Amendment No. 12, dated March 12, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated by reference to Registrant’s PEA No. 94 on Form N-1A filed on March 24, 2010. | |||
— | (n) Amendment No. 13, dated June 15, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated by reference to Registrant’s PEA No. 97 on Form N-1A filed on July 16, 2010. | |||
— | (o) Amendment No. 14, dated June 16, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated by reference to Registrant’s PEA No. 97 on Form N-1A filed on July 16, 2010. | |||
— | (p) Amendment No. 15, dated July 16, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated by reference to Registrant’s PEA No. 97 on Form N-1A filed on July 16, 2010. |
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2 | — | (a) Amended and Restated By-Laws of Registrant, adopted effective September 14, 2005 incorporated herein by reference to Registrant’s PEA No. 75 on Form N-1A, filed on December 15, 2005. | ||
— | (b) Amendment to Amended and Restated By-Laws of Registrant, adopted effective August 1, 2006, incorporated herein by reference to Registrant’s PEA No. 79 on Form N-1A, filed on December 20, 2006. | |||
— | (c) Amendment No. 2, to Amended and Restated Bylaws of Registrant, adopted effective March 23, 2007, incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (d) Amendment No. 3, to Amended and Restated Bylaws of Registrant, adopted effective January 1, 2008, incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (e) Amendment No. 4, to Amended and Restated Bylaws of Registrant, adopted effective April 30, 2010, incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
3 | — | Voting Trust Agreements — None. | ||
4 | — | Form of Agreement and Plan of Reorganization by and among the Registrant, on behalf of certain series portfolios, is attached to each Proxy Statement Prospectus contained in this Registration Statement. | ||
5 | — | Articles II, VI, VII, VIII and IX of Registrant’s Amended and Restated Agreement and Declaration of Trust, as amended, and Articles IV, V and VI of the Amended and Restated Bylaws, define rights of holders of shares. | ||
6(a) | — | (1) Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 59 on Form N-1A, filed on February 28, 2001. | ||
— | (2) Amendment No. 1, dated September 1, 2001, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 60 on Form N-1A, filed on October 15, 2001. | |||
— | (3) Amendment No. 2, dated December 28, 2001, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 61 on Form N-1A, filed on January 30, 2002. | |||
— | (4) Amendment No. 3, dated July 1, 2002, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 62 on Form N-1A, filed on August 14, 2002. | |||
— | (5) Amendment No. 4, dated September 23, 2002, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 63 on Form N-1A, filed on February 20, 2003. |
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— | (6) Amendment No. 5, dated November 1, 2002, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 63 on Form N-1A, filed on February 20, 2003. | |||
— | (7) Amendment No. 6, dated February 28, 2003, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 63 on Form N-1A, filed on February 20, 2003. | |||
— | (8) Amendment No. 7, dated June 23, 2003, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 64 on Form N-1A, filed on August 20, 2003. | |||
— | (9) Amendment No. 8, dated November 3, 2003, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 66 on Form N-1A, filed on February 25, 2004. | |||
— | (10) Amendment No. 9, dated November 24, 2003, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 67 on Form N-1A, filed on August 31, 2004. | |||
— | (11) Amendment No. 10, dated July 18, 2005, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 74 on Form N-1A, filed on August 24, 2005. | |||
— | (12) Form of Amendment No. 11, dated March 31, 2006, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 76 on Form N-1A, filed on January 13, 2006. | |||
— | (13) Amendment No. 12, dated February 28, 2007, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (14) Amendment No. 13, dated July 1, 2007, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (15) Amendment No. 14, dated May 29, 2009, to the Master Investment Advisory Agreement, dated September 11, 2000, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 86 on Form N-1A, filed on May 29, 2009. | |||
— | (16) Amendment No. 15, dated January 1, 2010, to the Master Investment Advisory Agreement dated September 11, 2000; between the Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 90 on Form N-1A, filed on February 12, 2010. |
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— | (17) Amendment No. 16 dated February 12, 2010, to the Master Investment Advisory Agreement dated September 11, 2000; between the Registrant and Invesco Advisers, Inc., incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (18) Amendment No. 17 dated April 30, 2010, to the Master Investment Advisory Agreement dated September 11, 2000; between the Registrant and Invesco Advisers, Inc., incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
— | (19) Amendment No. 18 dated June 14, 2010, to the Master Investment Advisory Agreement dated September 11, 2000; between the Registrant and Invesco Advisers, Inc., incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
— | (20) Amendment No. 19 dated June 16 2010, to the Master Investment Advisory Agreement dated September 11, 2000; between the Registrant and Invesco Advisers, Inc., incorporated herein by reference to Registrant’s PEA No. 97 on Form N-1A, filed on July 16, 2010. | |||
(b) | — | (1) Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008, between Invesco Aim Advisors, Inc. on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd., incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | ||
— | (2) Amendment No. 1, dated May 29, 2009, to Master Intergroup Sub-Advisory Contract for Mutual Funds between Invesco Aim Advisors, Inc. on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd., incorporated herein by reference to Registrant’s PEA No. 90 on Form N-1A, filed on February 12, 2010. | |||
— | (3) Amendment No. 2, dated January 1, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds between Invesco Advisers, Inc., as successor by merger to Invesco Aim Advisors, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd., incorporated herein by reference to Registrant’s PEA No. 90 on Form N-1A, filed on February 12, 2010. | |||
— | (4) Amendment No. 3, dated February 12, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds between Invesco Advisers, Inc., successor by merger to Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong |
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Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd., incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | ||||
— | (5) Amendment No. 4, dated April 30, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds between Invesco Advisers, Inc., successor by merger to Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd., incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
— | (6) Amendment No. 5, dated June 14 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds between Invesco Advisers, Inc., successor by merger to Invesco Advisers, Inc., on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd., incorporated herein by reference to Registrant’s PEA No. 97 on Form N-1A, filed on July 16, 2010. | |||
7(a) | — | (1) First Restated Master Distribution Agreement (all classes of shares except Class B shares), dated August 18, 2003, and as subsequently amended and as restated September 20, 2006, between Registrant and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 79 on Form N-1A, filed on December 20, 2006. | ||
— | (2) Amendment No. 1, dated December 8, 2006, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 80 on Form N-1A, filed on February 23, 2007. | |||
— | (3) Amendment No. 2, dated January 31, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 80 on Form N-1A, filed on February 23, 2007. | |||
— | (4) Amendment No. 3, dated February 28, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (5) Amendment No. 4, dated March 9, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (6) Amendment No. 5, dated April 23, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. |
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— | (7) Amendment No. 6, dated September 28, 2007, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (8) Amendment No. 7, dated December 20, 2007, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (9) Amendment No. 8, dated April 28, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc., formerly A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (10) Amendment No. 9, dated April 30, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (11) Amendment No. 10, dated May 1, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (12) Amendment No. 11, dated July 24, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (13) Amendment No. 12, dated October 3, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 84 on Form N-1A, filed on February 25, 2009. | |||
— | (14) Amendment No. 13, dated May 29, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 86 on Form N-1A, filed on May 29, 2009. |
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— | (15) Amendment No. 14, dated June 2, 2009 to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B and Class B5 shares), and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (16) Amendment No. 15, dated July 14, 2009 to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B and Class B5 shares), and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (17) Amendment No. 16, dated September 25, 2009 to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B and Class B5 shares), and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (18) Amendment No. 17, dated November 4, 2009 to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B and Class B5 shares), and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (19) Amendment No. 18, dated February 1, 2010 to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B and Class B5 shares), and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (20) Amendment No. 19, dated February 12, 2010 to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B and Class B5 shares), and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (21) Amendment No. 20, dated February 12, 2010 to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B and Class B5 shares), and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (22) Amendment No. 21, dated April 30, 2010 to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B and Class B5 shares), and Invesco Distributors, Inc. |
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incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | ||||
— | (23) Amendment No. 22, dated June 14, 2010 to the First Restated Master Distribution Agreement made as of August 18, 2003, as subsequently amended and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B and Class B5 shares), and Invesco Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 97 on Form N-1A, filed on July 16, 2010. | |||
(b) | — | (1) Second Restated Master Distribution Agreement (Class B and Class B5) dated August 18, 2003, as subsequently amended and restated September 20, 2006, and May 4, 2010 between Registrant and Invesco Distributors, Inc incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | ||
— | (2) Amendment No. 1, dated June 1, 2010, to the Second Restated Master Distribution Agreement (Class B and B5 shares), incorporated herein by reference to Registrant’s PEA No. 98 on Form N-1A, filed on July 26, 2010. | |||
— | (3) Amendment No. 2, dated June 14, 2010, to the Second Restated Master Distribution Agreement (Class B and B5 shares), incorporated herein by reference to Registrant’s PEA No. 98 on Form N-1A, filed on July 26, 2010. | |||
(c) | — | Form of Selected Dealer Agreement between Invesco Aim Distributors, Inc. and selected dealers, incorporated herein by reference to Registrant’s PEA No. 84 on Form N-1A, filed on February 25, 2009. | ||
(d) | — | Form of Bank Selling Group Agreement between Invesco Aim Distributors, Inc. and banks, incorporated herein by reference to Registrant’s PEA No. 84 on Form N-1A, filed on February 25, 2009. | ||
8 (a) | — | Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as amended and restated as of January 1, 2008, incorporated herein by reference to Registrant’s PEA No. 84 on Form N-1A, filed on February 25, 2009. | ||
(b) | — | Form of Invesco Funds Trustee Deferred Compensation Agreement, as amended June 16, 2010, is filed herewith. | ||
9 (a) | — | Amended and Restated Master Custodian Contract, dated June 1, 2010, between Registrant and State Street Bank and Trust Company, incorporated herein by reference to Registrant’s PEA No. 97 on Form N-1A, filed on July 16, 2010. | ||
(b) | — | Subcustodian Agreement, dated January 20, 1993, between State Street Bank and Trust Company and The Bank of New York, incorporated herein by reference to Registrant’s PEA No. 61 on Form N-1A, filed on January 30, 2002. | ||
10 (a) | — | (1) First Restated Master Distribution Plan (Class A Shares), effective as of August 18, 2003, and as restated September 20, 2006, incorporated herein by reference to Registrant’s PEA No. 79 on Form N-1A, filed on December 20, 2006. | ||
— | (2) Amendment No. 1, dated January 31, 2007, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. |
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— | (3) Amendment No. 2, dated February 28, 2007, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (4) Amendment No. 3, dated March 9, 2007, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (5) Amendment No. 4, dated April 23, 2007, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (6) Amendment No. 5, dated April 30, 2008, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (7) Amendment No. 6, dated May 1, 2008, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (8) Amendment No. 7, dated July 24, 2008, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (9) Amendment No. 8, dated May 29, 2009, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 86 on Form N-1A, filed on May 29, 2009. | |||
— | (10) Amendment No. 9 dated June 2, 2009, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (11) Amendment No. 10, dated July 1, 2009, to the Registrant’s First Restated master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (12) Amendment No. 11, dated November 4, 2009, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (13) Amendment No. 12, dated February 1, 2010, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (14) Amendment No. 13, dated February 12, 2010, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (15) Amendment No. 14, dated April 30, 2010, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. |
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— | (16) Amendment No. 15, dated May 5, 2010, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
— | (17) Amendment No. 16, dated June 14, 2010, to the Registrant’s First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
(b) | — | (1) First Restated Master Distribution Plan (Class B Shares) (Securitization Feature), effective as of August 18, 2003, and as restated September 20, 2006, incorporated herein by reference to Registrant’s PEA No. 79 on Form N-1A, filed on December 20, 2006. | ||
— | (2) Amendment No. 1, dated January 31, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature) incorporated herein by reference to Registrant’s PEA No. 80 on Form N-1A, filed on February 23, 2007. | |||
— | (3) Amendment No. 2, dated February 28, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (4) Amendment No. 3, dated March 9, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (5) Amendment No. 4, dated April 23, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (6) Amendment No. 5, dated April 30, 2008, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (7) Amendment No. 6, dated May 1, 2008, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (8) Amendment No. 7, dated July 24, 2008, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (9) Amendment No. 8, dated May 29, 2009, to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 86 on Form N-1A, filed on May 29, 2009. |
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— | (10) Amendment No. 9, dated June 2, 2009 to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (11) Amendment No. 10, dated July 1, 2009 to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (12) Amendment No. 11, dated November 4, 2009 to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (13) Amendment No. 12, dated February 12, 2010 to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (14) Amendment No. 13, dated April 30, 2010 to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
— | (15) Amendment No. 14, dated May 4, 2010 to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
— | (16) Amendment No. 15, dated June 14, 2010 to the Registrant’s First Restated Master Distribution Plan (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
(c) | — | (1) First Restated Master Distribution Plan (Class C Shares), effective as of August 18, 2003, and as restated September 20, 2006, incorporated herein by reference to Registrant’s PEA No. 79 on Form N-1A, filed on December 20, 2006. | ||
— | (2) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 80 on Form N-1A, filed on February 23, 2007. | |||
— | (3) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (4) Amendment No. 3, dated March 9, 2007, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. |
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— | (5) Amendment No. 4, dated April 23, 2007, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (6) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (7) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (8) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan between Registrant (Class C shares) and A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (9) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan between Registrant (Class C shares) and Invesco Aim Distributors, Inc. formerly known as A I M Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 86 on Form N-1A, filed on May 29, 2009. | |||
— | (10) Amendment No. 9, dated June 6, 2009, to the First Restated Master Distribution Plan between Registrant (Class C shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (11) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan between Registrant (Class C shares) and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (12) Amendment No. 11, dated February 12, 2010, to the First Restated Master Distribution Plan between Registrant (Class C shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (13) Amendment No. 12, dated February 12, 2010, to the First Restated Master Distribution Plan between Registrant (Class C shares) and Invesco Aim Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (14) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan between Registrant (Class C shares) and Invesco Distributors, Inc., (formerly known as Invesco Aim Distributors, Inc.) incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
— | (15) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan between Registrant (Class C shares) and Invesco Distributors, Inc. incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. |
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— | (16) Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan between Registrant (Class C shares) and Invesco Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
(d) | — | (1) First Restated Master Distribution Plan (Class R shares), effective as of August 18, 2003, and as restated September 20, 2006, incorporated herein by reference to Registrant’s PEA No. 79 on Form N-1A, filed on December 20, 2006. | ||
— | (2) Amendment No. 1, dated January 31, 2007, to the Registrant’s First Restated Master Distribution Plan (Class R shares) incorporated herein by reference to Registrant’s PEA No. 80 on Form N-1A, filed on February 23, 2007. | |||
— | (3) Amendment No. 2, dated February 28, 2007, to the Registrant’s First Restated Master Distribution Plan (Class R shares) incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (4) Amendment No. 3, dated April 30, 2008, to the Registrant’s First Restated Master Distribution Plan (Class R shares) incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (5) Amendment No. 4, dated May 29, 2009, to the Registrant’s First Restated Master Distribution Plan (Class R shares) incorporated herein by reference to Registrant’s PEA No. 86 on Form N-1A, filed on May 29, 2009. | |||
— | (6) Amendment No. 5, dated June 2, 2009, to the Registrant’s First Restated Master Distribution Plan (Class R shares) incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (7) Amendment No. 6, dated July 1, 2009, to the Registrant’s First Restated Master Distribution Plan (Class R shares) incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (8) Amendment No. 7, dated November 4, 2009, to the Registrant’s First Restated Master Distribution Plan (Class R shares) incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (9) Amendment No. 8, dated April 30, 2009, to the Registrant’s First Restated Master Distribution Plan (Class R shares) incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
— | (10) Amendment No. 9, dated June 14, 2009, to the Registrant’s First Restated Master Distribution Plan (Class R shares) incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
(e) | — | (1) First Restated Master Distribution Plan (Compensation) (Investor Class Shares) effective July 1, 2004, and as restated September 20, 2006, incorporated herein by reference to Registrant’s PEA No. 79 on Form N-1A, filed on December 20, 2006. | ||
— | (2) Amendment No. 1, dated December 20, 2007, to the Registrant’s First Restated Master Distribution Plan (Compensation) (Investor Class Shares), and as restated September 20, 2006, incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. |
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— | (3) Amendment No. 2, dated April 28, 2008, to the Registrant’s First Restated Master Distribution Plan (Compensation) (Investor Class Shares), and as restated September 20, 2006, incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | |||
— | (4) Amendment No. 3, dated April 30, 2010, to the Registrant’s First Restated Master Distribution Plan (Compensation) (Investor Class Shares), and as restated September 20, 2006, incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
(f) | — | (1) Plan of Distribution Pursuant to Rule 12b-1, dated February 12, 2010 (Class A, Class B, and Class C Shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | ||
— | (2) Amendment No. 1 dated April 30, 2010, to Plan of Distribution Pursuant to Rule 12b-1 (Class A, Class B, and Class C Shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
— | (3) Amendment No. 2 dated May 4, 2010, to Plan of Distribution Pursuant to Rule 12b-1 (Class A, Class B, and Class C Shares) (Reimbursement), incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
(g) | — | (1) Plan of Distribution (Class R Shares)(Reimbursement), incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | ||
— | (2) Amendment No. 1, dated April 30, 2010, to Plan of Distribution (Class R Shares) (Reimbursement) incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
(h) | — | (1) Shareholder Service Plan, dated February 12, 2010 (Class R Shares) (Reimbursement) incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | ||
— | (2) Amendment No. 1 dated April 30, 2010, to Shareholder Service Plan, effective February 12, 2010 (Class R Shares) (Reimbursement) incorporated herein by reference to Registrant’s PEA No. 101 on Form N-1A, filed on October 21, 2010. | |||
(i) | — | (1) Amended and Restated Plan of Distribution Pursuant to Rule 12b-1, effective February 12, 2010, as amended February 12, 2010 (Class A, Class A5, Class B, Class B5, Class C, Class C5, Class R and Class R5 Shares)(Reimbursement), incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | ||
— | (2) Amendment No. 1, dated April 30, 2010, to Amended and Restated Plan of Distribution Pursuant to Rule 12b-1 (Class A, Class A5, Class B, Class B5, Class C, Class C5, Class R and Class R5 Shares)(Reimbursement) incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. |
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(j) | — | (1) Service Plan dated February 12, 2010 (Class A, A5, B, B5, C, C5, R and R5 Shares)(Reimbursement) incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | ||
— | (2) Amendment No. 1 to the Service Plan dated April 30, 2010 (Class A, A5, B, B5, C, C5, R and R5 Shares)(Reimbursement) incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on July 26, 2010. | |||
(k) | — | Master Related Agreement to First Restated Master Distribution Plan (Class A Shares) incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | ||
(l) | — | Master Related Agreement to First Restated Master Distribution Plan (Class C Shares) incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | ||
(m) | — | Master Related Agreement to First Restated Master Distribution Plan (Class R Shares) incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | ||
(n) | — | Master Related Agreement to First Restated Master Distribution Plan (Compensation) (Investor Class Shares) incorporated herein by reference to Registrant’s PEA No. 83 on Form N-1A, filed on September 22, 2008. | ||
(o) | — | Form of Shareholder Service Plan (Class R Shares)(Reimbursement,) incorporated herein by reference to Registrant’s PEA No. 90 on Form N-1A, filed on February 12, 2010. | ||
(p) | — | Form of Service Plan (Class A, Class A5, Class B, Class B5, Class C, Class C5, Class R and Class R5 Shares)(Reimbursement), incorporated herein by reference to Registrant’s PEA No. 90 on Form N-1A, filed on February 12, 2010. | ||
11 | — | Opinion and Consent of Stradley Ronon Stevens & Young, LLP, is filed herewith. | ||
12 | — | Opinion of Stradley Ronon Stevens & Young, LLP, supporting the tax matters and consequences to shareholders will be filed by Post-Effective Amendment. | ||
13 (a) | — | (1) Second Amended and Restated Master Administrative Services Agreement, dated July 1, 2006, between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 79 on Form N-1A, filed on December 20, 2006. | ||
— | (2) Amendment No. 1, dated February 28, 2007, to the Second Amended and Restated Master Administrative Services Agreement incorporated herein by reference to Registrant’s PEA No. 81 on Form N-1A, filed on February 8, 2008. | |||
— | (3) Amendment No. 2, dated May 29, 2009, to the Second Amended and Restated Master Administrative Services Agreement incorporated herein by reference to Registrant’s PEA No. 86 on Form N-1A, filed on May 29, 2009. | |||
— | (4) Amendment No. 3, dated January 1, 2010, to the Second Amended and Restated Master Administrative Services Agreement, incorporated herein by reference to Registrant’s PEA No. 90 on Form N-1A, filed on February 12, 2010. |
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— | (5) Amendment No. 4 dated February 12, 2010, to the Second Amended and Restated Master Administrative Services Agreement, incorporated herein by reference to Registrant’s PEA No. 92 on Form N-1A, filed on February 26, 2010. | |||
— | (6) Amendment No. 5 dated April 30, 2010, to the Second Amended and Restated Master Administrative Services Agreement, incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
— | (7) Amendment No. 6 dated June 14, 2010, to the Second Amended and Restated Master Administrative Services Agreement, incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on June 11, 2010. | |||
(b) | — | Sixth Amended and Restated Memorandum of Agreement, regarding securities lending waiver, dated July 1, 2010, between Registrant (on behalf of all Funds) and Invesco Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 98 on Form N-1A, filed July 26, 2010. | ||
(c) | — | Memorandum of Agreement, regarding expense limitations, dated July 1, 2010, between Registrant (on behalf of certain Funds) and Invesco Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 98 on Form N-1A, filed on July 26, 2010. | ||
(d) | — | Memorandum of Agreement, regarding advisory fee waivers, dated July 1, 2010, between Registrant (on behalf of certain Funds) and Invesco Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 98 on Form N-1A, filed on July 26, 2010. | ||
(e) | — | Memorandum of Agreement, regarding 12b-1 fee waivers, dated July 1, 2010, between Registrant (on behalf of AIM LIBOR Alpha Fund) and Invesco Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 98 on Form N-1A, filed on July 26, 2010. | ||
(f) | — | Third Amended and Restated Interfund Loan Agreement dated December 30, 2005 between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 79 on Form N-1A, filed on December 20, 2006. | ||
(g) | — | Eighteenth Amended and Restated Multiple Class Plan of The AIM Family of Funds®, effective December 12, 2001, as amended and restated April 1, 2010 incorporated herein by reference to Registrant’s PEA No. 94 on Form N-1A, filed March 24, 2010. | ||
14(a) | Consent of PricewaterhouseCoopers LLP is filed herewith. | |||
(b) | — | Consent of Deloitte & Touche LLP is filed herewith. | ||
15 | — | Omitted Financial Statements — None | ||
16(a) | — | Powers of Attorney for Arch, Baker, Bayley, Bunch, Crockett, Dammeyer, Dowden, Fields, Flanagan, Mathai-Davis, Pennock, Soll, Sonnenschein, Stickel, Taylor and Whalen are filed herewith. | ||
(b) | — | Power of Attorney for Mr. Frischling is filed herewith. |
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17 | — | Form of Proxy Cards relating to special meeting of shareholders is filed herewith. |
Item 17. | Undertakings | |||
(1) | — | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CRF 203.145C], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. | ||
(2) | — | The undersigned Registrant agrees that every prospectus that is filled under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. | ||
(3) | — | The undersigned Registrant undertakes to file an opinion of counsel supporting the tax matters and consequences to shareholders discussed will be filed by Post-Effective Amendment. |
C-19
By: | /s/ Philip A. Taylor | |||
Philip A. Taylor, President | ||||
SIGNATURES | TITLE | DATE | ||
/s/ Philip A. Taylor | Trustee & President | November 12, 2010 | ||
(Philip A. Taylor) | (Principal Executive Officer) | |||
/s/ David C. Arch* | Trustee | November 12, 2010 | ||
/s/ Bob R. Baker* | Trustee | November 12, 2010 | ||
/s/ Frank S. Bayley* | Trustee | November 12, 2010 | ||
/s/ James T. Bunch* | Trustee | November 12, 2010 | ||
/s/ Bruce L. Crockett* | Chair & Trustee | November 12, 2010 | ||
/s/ Rod Dammeyer* | Trustee | November 12, 2010 | ||
/s/ Albert R. Dowden* | Trustee | November 12, 2010 | ||
/s/ Jack M. Fields* | Trustee | November 12, 2010 | ||
/s/ Martin L. Flanagan* | Trustee | November 12, 2010 | ||
/s/ Carl Frischling* | Trustee | November 12, 2010 | ||
/s/ Prema Mathai-Davis* | Trustee | November 12, 2010 |
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SIGNATURES | TITLE | DATE | ||
/s/ Lewis F. Pennock* | Trustee | November 12, 2010 | ||
/s/ Larry Soll* | Trustee | November 12, 2010 | ||
/s/ Hugo F. Sonnenschein* | Trustee | November 12, 2010 | ||
/s/ Raymond Stickel, Jr.* | Trustee | November 12, 2010 | ||
/s/ Wayne W. Whalen* | Trustee | November 12, 2010 | ||
Vice President & Treasurer | ||||
/s/ Sheri Morris* | (Principal Financial and | |||
Accounting Officer) | November 12, 2010 |
*By | /s/ Philip A. Taylor | |||
Attorney-in-Fact |
* | Philip A. Taylor, pursuant to powers of attorney dated November 5 and 8, 2010, filed herewith. |
Table of Contents
Exhibit | ||||
Number | Description | |||
8(b) | — | Form of Invesco Funds Trustee Deferred Compensation Agreement | ||
11 | — | Opinion and Consent of Stradley, Ronon, Stevens & Young, LLP | ||
14(a) | — | Consent of PricewaterhouseCoopers LLP | ||
14(b) | — | Consent of Deloitte & Touche LLP | ||
16(a) | — | Powers of Attorney for Arch, Baker, Bayley, Bunch, Crockett, Dammeyer, Dowden, Fields, Flanagan, Mathai-Davis, Pennock, Soll, Sonnenschein, Stickel, Taylor and Whalen | ||
16(b) | — | Power of Attorney for Mr. Frischling | ||
17 | — | Form of Proxy Cards |