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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
To approve an Agreement and Plan of Reorganization between the Target Fund and Invesco California Tax-Free Income Fund (the “Acquiring Fund”), a series of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Acquiring 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”). |
President and Principal Executive Officer |
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(Invesco Tax-Exempt Funds)
11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
_____________, 2011
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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E-2 |
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Target Fund | Acquiring Fund | |
Provide only California investors with a high level of current income exempt from federal and California income taxes, with liquidity and safety of principal, primarily through investment in a diversified portfolio of insured California municipal securities. | Provide a high level of current income exempt from federal and California income tax, consistent with the preservation of capital. |
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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) | 4.75 | % | 4.75 | % | 4.75 | % | ||||||
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 | 0.48 | % | 0.47 | % | 0.47 | % | ||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.25 | % | 0.25 | % | ||||||
Other Expenses | 0.18 | % | 0.12 | % | 0.15 | % | ||||||
Interest Expenses | 0.01 | % | 0.04 | % | 0.04 | % | ||||||
Total Other Expenses | 0.19 | %1 | 0.16 | %1 | 0.19 | % | ||||||
Total Annual Fund Operating Expenses | 0.92 | %1 | 0.88 | %1 | 0.91 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.02 | %2 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 0.92 | % | 0.88 | % | 0.89 | % | ||||||
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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 | 0.48 | % | 0.47 | % | 0.47 | % | ||||||
Distribution and Service (12b-1) Fees | 0.29 | %3 | 0.25 | % | 0.26 | % | ||||||
Other Expenses | 0.18 | %2 | 0.12 | % | 0.15 | % | ||||||
Interest Expenses | 0.01 | % | 0.04 | % | 0.04 | % | ||||||
Total Other Expenses | 0.19 | %1 | 0.16 | %1 | 0.19 | % | ||||||
Total Annual Fund Operating Expenses | 0.96 | %1 | 0.88 | %1 | 0.92 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.02 | %2 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 0.96 | % | 0.88 | % | 0.90 | % | ||||||
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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 | 0.48 | % | 0.47 | % | 0.47 | % | ||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 0.75 | % | 0.75 | % | ||||||
Other Expenses | 0.18 | % | 0.12 | % | 0.15 | % | ||||||
Interest Expenses | 0.01 | % | 0.04 | % | 0.04 | % | ||||||
Total Other Expenses | 0.19 | %1 | 0.16 | %1 | 0.19 | % | ||||||
Total Annual Fund Operating Expenses | 1.67 | % 1 | 1.38 | %1 | 1.41 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.02 | %2 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.67 | % | 1.38 | % | 1.39 | % | ||||||
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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 | 0.48 | % | 0.47 | % | 0.47 | % | ||||||
Distribution and Service (12b-1) Fees | None | None | None | |||||||||
Other Expenses | 0.18 | % | 0.12 | % | 0.15 | % | ||||||
Interest Expenses | 0.01 | % | 0.04 | % | 0.04 | % | ||||||
Total Other Expenses | 0.19 | %1 | 0.16 | %1 | 0.19 | % | ||||||
Total Annual Fund Operating Expenses | 0.67 | %1 | 0.63 | %1 | 0.66 | % | ||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.02 | %2 | ||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 0.67 | % | 0.63 | % | 0.64 | % | ||||||
* | Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in the Funds’ current prospectuses) of the Target Fund (September 30, 2009) and the Acquiring Fund (August 31, 2010). Pro forma numbers are estimated as if the Reorganization had been completed as of September 1, 2009 and do not include the estimated costs of the Reorganization. The estimated Reorganization costs that the Target Fund will bear are $80,000. Invesco Advisers estimates that shareholders will recoup these costs through reduced expenses in 8 months or less. For more information on the costs of the Reorganization to be borne by the Funds, see “Costs of the Reorganizations” below. | |
1. | Based on estimated amounts for the current fiscal year. | |
2. | Effective upon the Closing of the Reorganization, Invesco Advisers, Inc. the Acquiring Fund’s investment adviser (“Invesco Advisers” or the “Adviser”) has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of Class A shares to 0.85%, Class B shares to 1.35%, Class C shares to 1.35% and Class Y shares to 0.60% 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. | |
3. | Reflects actual 12b-1 fees currently paid under the Target Fund’s 12b-1 Plan. Maximum 12b-1 fees payable under the Plan are 1.00%. |
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One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Target Fund — Class A | $ | 564 | $ | 754 | $ | 960 | $ | 1,553 | ||||||||
Acquiring Fund — Class A | $ | 561 | $ | 742 | $ | 939 | $ | 1,508 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund —Class A(assuming the Reorganization is completed) | $ | 562 | $ | 749 | $ | 953 | $ | 1,540 | ||||||||
Target Fund — Class B* | $ | 598 | $ | 606 | $ | 731 | $ | 1,167 | ||||||||
Target Fund — Class B (if you did not redeem your shares)* | $ | 98 | $ | 306 | $ | 531 | $ | 1,167 | ||||||||
Acquiring Fund — Class B | $ | 590 | $ | 581 | $ | 688 | $ | 1,084 | ||||||||
Acquiring Fund — Class B (if you did not redeem your shares) | $ | 90 | $ | 281 | $ | 488 | $ | 1,084 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund —Class B (assuming the Reorganization is completed) | $ | 592 | $ | 591 | $ | 707 | $ | 1,127 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund —Class B (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 92 | $ | 291 | $ | 507 | $ | 1,127 | ||||||||
Target Fund — Class C | $ | 270 | $ | 526 | $ | 907 | $ | 1,976 | ||||||||
Target Fund — Class C (if you did not redeem your shares) | $ | 170 | $ | 526 | $ | 907 | $ | 1,976 | ||||||||
Acquiring Fund — Class C | $ | 240 | $ | 437 | $ | 755 | $ | 1,657 | ||||||||
Acquiring Fund — Class C (if you did not redeem your shares) | $ | 140 | $ | 437 | $ | 755 | $ | 1,657 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund —Class C (assuming the Reorganization is completed) | $ | 242 | $ | 444 | $ | 769 | $ | 1,689 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund —Class C (assuming the Reorganization is completed) (if you did not redeem your shares) | $ | 142 | $ | 444 | $ | 769 | $ | 1,689 | ||||||||
Target Fund — Class Y | $ | 68 | $ | 214 | $ | 373 | $ | 835 | ||||||||
Acquiring Fund — Class Y | $ | 64 | $ | 202 | $ | 351 | $ | 786 | ||||||||
Combined Pro forma Target Fund + Acquiring Fund —Class Y (assuming the Reorganization is completed) | $ | 65 | $ | 209 | $ | 366 | $ | 821 |
* | Reflects actual 12b-1 fees currently paid under the Target Fund’s 12b-1 Plan. Maximum 12b-1 fees payable under the Plan are 1.00%. |
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1 Year | 5 Years | 10 Years | ||||||||||
Acquiring Fund – Class B (inception date: 07/11/1984)1 | ||||||||||||
Return Before Taxes | 0.43 | % | 3.53 | % | 4.63 | % | ||||||
Return After Taxes on Distributions | (0.81 | )% | 3.19 | % | 4.41 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 0.64 | % | 3.38 | % | 4.46 | % | ||||||
Target Fund – Class B (inception date: 04/30/1993)2 | ||||||||||||
Return Before Taxes | (0.71 | )% | 2.25 | % | 3.97 | % | ||||||
Return After Taxes on Distributions | (1.80 | )% | 1.97 | % | 3.79 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | (0.12 | )% | 2.29 | % | 3.83 | % |
* | 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. | |
2. | 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 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 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 Asset Management Limited; | |
• | Invesco Australia Limited; | |
• • • • | Invesco Trimark Ltd. Invesco Hong Kong Limited; Invesco Asset Management (Japan) Limited; Invesco Senior Secured Management, Inc.; and |
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Risk | Fund | |
Municipal Securities Risk. The yields of municipal securities, or of insured municipal securities, may move differently and adversely compared to the yields of the overall debt securities markets. There could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities. | Acquiring Fund Target Fund | |
Insurance Risk. A downgrade of an insurer’s claims-paying ability may result in increased credit risk of the municipal securities insured by such insurer and may result in a downgrade of the rating assigned to the municipal securities insured by such insurer. The securities could experience a decrease in market price as a result of such a downgrade. In the event the ratings assigned to such municipal securities decline to below investment grade, such municipal securities would probably become less liquid or even illiquid. There can be no assurance that an insurer will be able to honor its obligations with respect to municipal securities in the Fund’s portfolio. | Acquiring Fund Target Fund | |
Generally, the Target Fund’s municipal securities are insured as to timely payment of principal and interest by a private insurance company. This insurance does not, however, guarantee that the prices of these securities will remain stable during interest rate changes. | ||
Unlike the Target Fund, the Acquiring Fund is not required to invest 80% of its assets in municipal securities that are insured as to payment of interest and principal. | ||
Credit Risk. Credit risk refers to the possibility that the issuer of a security will be unable or unwilling to make interest payments and/or repay the principal on its debt. In the case of revenue bonds, notes or commercial paper, for example, the credit risk is the possibility that the user fees from a project or other specified revenue sources are insufficient to meet interest and/or principal payment obligations. Private activity bonds used to finance projects, such as industrial development and pollution control, may also be negatively impacted by the general credit of the user of the project. | Acquiring Fund Target Fund | |
Interest Rate Risk. Interest rate risk refers to fluctuations in the value of a fixed-income security resulting from changes in the general level of interest rates. When the general level of interest rates goes up, the prices of most fixed-income securities go down. When the general level of interest rates goes down, the prices of most fixed-income securities go up. | Acquiring Fund Target Fund | |
If interest rates fall, it is possible that issuers of securities with high interest rates will prepay or call their securities before their maturity dates. In this event, the proceeds from these securities |
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would likely be reinvested by the Fund in securities bearing the new, lower interest rates, resulting in a possible decline in the Fund’s income and distributions to shareholders. | ||
Lease Obligations. Leases and installment purchase or conditional sale contracts (which may provide for title to the leased asset to pass eventually to the issuer) have developed as a means for governmental issuers to acquire property and equipment without the necessity of complying with the constitutional and statutory requirements generally applicable for the issuance of debt. Certain lease obligations contain non-appropriation clauses that provide that the governmental issuer has no obligation to make future payments under the lease or contract unless money is appropriated for that purpose by the appropriate legislative body on an annual or other periodic basis. Consequently, continued lease payments on those lease obligations containing non-appropriation clauses are dependent on future legislative actions. If these legislative actions do not occur, the holders of the lease obligation may experience difficulty in exercising their rights, including disposition of the property. | Acquiring Fund Target Fund | |
Private Activity Bonds. The issuers of private activity bonds in which the Fund may invest may be negatively impacted by conditions affecting either the general credit of the user of the private activity project or the project itself. Conditions such as regulatory and environmental restrictions and economic downturns may lower the need for these facilities and the ability of users of the project to pay for the facilities. This could cause a decline in the Fund’s value. | Acquiring Fund Target Fund | |
Inverse Floating Rate Municipal Obligations. The inverse floating rate municipal obligations in which the Fund may invest include derivative instruments such as residual interest bonds (RIBs) or tender option bonds (TOBs). Such instruments are typically created by a special purpose trust that holds long-term fixed rate bonds and sells two classes of beneficial interests: short-term floating rate interests, which are sold to third party investors, and inverse floating residual interests, which are purchased by the Fund. The short-term floating rate interests have first priority on the cash flow from the bond held by the special purpose trust and the Fund is paid the residual cash flow from the bond held by the special purpose trust. | Acquiring Fund Target Fund | |
Alternative Minimum Tax. The Fund may invest up to 20% of its total assets in securities subject to the federal alternative minimum tax. Accordingly, the Fund may not be a suitable investment for investors who are already subject to the federal alternative minimum tax or who could become subject to the federal alternative minimum tax as a result of an investment in the Fund. | Acquiring Fund Target Fund | |
Market Risk. Market risk is the possibility that the market values of securities owned by the Fund will decline. 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. | Acquiring Fund Target Fund | |
State-Specific Risks. Because the Fund invests substantially in a portfolio of California municipal securities, the Fund is more susceptible to political, economic, regulatory or other factors affecting issuers of California municipal securities than a fund that does not limit its investments to such issuers. | Acquiring Fund Target Fund | |
Derivatives Risks. 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. | Acquiring Fund 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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Target Fund | Acquiring Fund | |||||||
(000,000s) | (000,000s) | |||||||
at 3/31/2010 | at 6/30/2010 | |||||||
Aggregate capital loss carryovers on a tax basis (1) | $ | (13.3 | ) | $ | (5.8 | ) | ||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | $ | 0.5 | $ | 3.4 | ||||
Aggregate Net Asset Value | $ | 178.1 | $ | 320.9 | ||||
Approximate annual limitation (2) | $ | 7.1 | 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 | $ | 36,000 | $ | 80,000 | $ | 80,000 |
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Acquiring | Pro Forma | Acquiring Fund | ||||||||||||||
Target Fund | Fund | Adjustments | (pro forma) | |||||||||||||
Net assets (all classes) | $ | 174,494,672 | $ | 321,391,927 | $ | (80,000 | )1 | $ | 495,806,599 | |||||||
Class A net assets | $ | 158,624,781 | $ | 26,060,606 | $ | (72,724 | )1 | $ | 184,612,663 | |||||||
Class A shares outstanding | 9,321,782 | 2,227,633 | 4,232,407 | 2 | 15,781,822 | |||||||||||
Class A net asset value per share | $ | 17.02 | $ | 11.70 | $ | 11.70 | ||||||||||
Class B net assets | $ | 6,152,738 | $ | 251,541,721 | $ | (2,821 | )1 | $ | 257,691,638 | |||||||
Class B shares outstanding | 355,496 | 21,360,625 | 166,644 | 2 | 21,882,765 | |||||||||||
Class B net asset value per share | $ | 17.31 | $ | 11.78 | $ | 11.78 | ||||||||||
Class C net assets | $ | 9,142,201 | $ | 17,411,113 | $ | (4,191 | )1 | $ | 26,549,123 | |||||||
Class C shares outstanding | 536,938 | 1,479,706 | 239,601 | 2 | 2,256,245 | |||||||||||
Class C net asset value per share | $ | 17.03 | $ | 11.77 | $ | 11.77 | ||||||||||
Class Y net assets | $ | 574,952 | $ | 26,378,487 | $ | (264 | )1 | $ | 26,953,175 | |||||||
Class Y shares outstanding | 33,822 | 2,247,350 | 15,131 | 2 | 2,296,303 | |||||||||||
Class Y net asset value per share | $ | 17.00 | $ | 11.74 | $ | 11.74 |
1. | Pro forma net assets have been adjusted for the allocated portion of the Target Fund’s 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. | |
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. |
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Target Fund/Share Classes | Number of Shares Outstanding | |||
Invesco Van Kampen California Insured Tax Free Fund | ||||
Class A | ||||
Class B | ||||
Class C | ||||
Class Y |
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Number of | Percent Owned of | |||||||||||
Name and Address | Class of Shares | Shares Owned | Record* | |||||||||
Name and Address | _____ | % |
* | The Target 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 Acquiring 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 |
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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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Year Ended September 30, 2010 | ||||||||||||||||
Class A Shares | Class B Shares | Class C Shares | Class Y Shares^ | |||||||||||||
Net asset value, beginning of the period | $ | 16.99 | $ | 17.29 | $ | 17.00 | $ | 16.98 | ||||||||
Net investment income (a) | 0.73 | 0.68 | 0.61 | 0.76 | ||||||||||||
Net realized and unrealized gain (loss) | 0.04 | 0.03 | 0.04 | 0.04 | ||||||||||||
Total from investment operations | 0.77 | 0.71 | 0.65 | 0.80 | ||||||||||||
Less: | ||||||||||||||||
Distributions from net investment income | 0.74 | 0.69 | 0.62 | 0.78 | ||||||||||||
Distributions from net realized gain | -0- | -0- | -0- | -0- | ||||||||||||
Total distributions | 0. 74 | 0.69 | 0.62 | 0.78 | ||||||||||||
Net asset value, end of the period | $ | 17.02 | $ | 17.31 | $ | 17.03 | $ | 17.00 | ||||||||
Total return (b) | 4.72 | % | 4.29 | %(d) | 3.96 | %(d) | 4.93 | % | ||||||||
Net assets at the end of the period (in millions) | $ | 158.6 | $ | 6.2 | $ | 9.1 | $ | 0.6 | ||||||||
Ratio of expenses to average net assets (c) | 0.97 | % | 1.37 | %(d) | 1.69 | %(d) | 0.72 | % | ||||||||
Ratio of net investment income to average net assets (c) | 4.41 | % | 4.00 | %(d) | 3.69 | %(d) | 4.59 | % | ||||||||
Portfolio Turnover | 9 | % | 9 | % | 9 | % | 9 | % | ||||||||
Supplemental ratio: | ||||||||||||||||
Ratio of expenses to average net assets (excluding interest and residual trust expenses) (c) | 0.92 | % | 1.32 | %(d) | 1.64 | %(d) | 0.67 | % |
(a) | Based on 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 charge 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 $162,662 for Class A shares, $6,953 for Class B shares, $9,543 for Class C shares, and $333 for Class Y shares. | |
(d) | The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income to Average Net Assets reflect actual 12b-1 fees of 0.65%. | |
^ | On June 1, 2010 the Fund’s former Class I shares were reorganized into Class Y shares. |
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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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(Invesco Investment Securities Funds)
Houston, Texas 77046
(800) 959-4246
To Be Held on April 14, 2011
Target Funds | Acquiring Fund | |
Invesco Core Bond Fund | Invesco Core Plus Bond Fund | |
Invesco Van Kampen Core Plus Fixed Income Fund |
Mr. Philip Taylor | |||
President and Principal Executive Officer |
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(Invesco Investment Securities Funds)
11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
_____________, 2011
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• | Prospectuses for the Target Funds and the Acquiring Fund; | ||
• | Annual and semi-annual reports to shareholders of the Target Funds and the Acquiring Fund; and | ||
• | Statements of Additional Information (“SAIs”) for the Target Funds and the Acquiring Fund. |
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Core Bond Fund | Acquiring Fund | |
The Fund’s investment objective is total return, comprised of current income and capital appreciation. | The Fund’s investment objective is total return. | |
Core Plus Fixed Income Fund | ||
The Fund’s investment objective is to seek total return. |
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Current | Combined Pro Forma | |||||||||||||||||||
Acquiring | ||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||
Invesco Core Bond | ||||||||||||||||||||
Fund | ||||||||||||||||||||
Target Funds + | + | |||||||||||||||||||
Invesco Van | Acquiring Fund | Acquiring Fund | ||||||||||||||||||
Kampen Core | Invesco Core | (assumes both | (assumes only one | |||||||||||||||||
Invesco Core | Plus Fixed | Plus Bond | Reorganizations are | Reorganization is | ||||||||||||||||
Bond Fund | Income Fund | Fund | completed) | completed) | ||||||||||||||||
Class A | Class A | 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) | 4.75 | % | 4.75 | % | 4.75 | % | 4.75 | % | 4.75 | % | ||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | 4 | None | None | ||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||
Management Fees | 0.40 | % | 0.38 | % | 0.45 | % | 0.45 | % | 0.45 | % | ||||||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | ||||||||||
Other Expenses | 0.42 | % | 0.18 | %1 | 4.91 | %1 | 0.27 | % | 0.44 | % | ||||||||||
Acquired Fund Fees and Expenses** | 0.02 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||
Total Annual Fund Operating Expenses | 1.09 | % | 0.81 | %1 | 5.61 | %1 | 0.97 | % | 1.14 | % | ||||||||||
Fee Waiver and/or Expense Reimbursement | 0.26 | %2 | 0.06 | % 3 | 4.71 | %5 | 0.22 | %6 | 0.34 | %7 | ||||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 0.83 | % | 0.75 | % | 0.90 | % | 0.75 | % | 0.80 | % |
Current | Combined Pro Forma | |||||||||||||||||||
Acquiring | ||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||
Invesco Core Bond | ||||||||||||||||||||
Fund | ||||||||||||||||||||
Target Funds + | + | |||||||||||||||||||
Invesco Van | Acquiring Fund | Acquiring Fund | ||||||||||||||||||
Kampen Core | Invesco Core | (assumes both | (assumes only one | |||||||||||||||||
Invesco Core | Plus Fixed | Plus Bond | Reorganizations are | Reorganization is | ||||||||||||||||
Bond Fund | Income Fund | Fund | completed) | completed) | ||||||||||||||||
Class B | Class B | 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 | 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 | % | 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 | 0.40 | % | 0.38 | % | 0.45 | % | 0.45 | % | 0.45 | % | ||||||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||||
Other Expenses | 0.42 | % | 0.18 | %1 | 4.91 | %1 | 0.27 | % | 0.44 | % |
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Current | Combined Pro Forma | |||||||||||||||||||
Acquiring | ||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||
Invesco Core Bond | ||||||||||||||||||||
Fund | ||||||||||||||||||||
Target Funds + | + | |||||||||||||||||||
Invesco Van | Acquiring Fund | Acquiring Fund | ||||||||||||||||||
Kampen Core | Invesco Core | (assumes both | (assumes only one | |||||||||||||||||
Invesco Core | Plus Fixed | Plus Bond | Reorganizations are | Reorganization is | ||||||||||||||||
Bond Fund | Income Fund | Fund | completed) | completed) | ||||||||||||||||
Class B | Class B | Class B | Class B | Class B | ||||||||||||||||
Acquired Fund Fees and Expenses** | 0.02 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||
Total Annual Fund Operating Expenses | 1.84 | % | 1.56 | %1 | 6.36 | %1 | 1.72 | % | 1.89 | % | ||||||||||
Fee Waiver and/or Expense Reimbursement | 0.26 | %2 | 0.06 | %3 | 4.71 | %5 | 0.22 | %6 | 0.34 | %7 | ||||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.58 | % | 1.50 | % | 1.65 | % | 1.50 | % | 1.55 | % |
Current | Combined Pro Forma | |||||||||||||||||||
Target Funds | Acquiring Fund | |||||||||||||||||||
Invesco Core Bond | ||||||||||||||||||||
Fund | ||||||||||||||||||||
Target Funds + | + | |||||||||||||||||||
Invesco Van | Acquiring Fund | Acquiring Fund | ||||||||||||||||||
Kampen Core | Invesco | (assumes both | (assumes only one | |||||||||||||||||
Invesco Core | Plus Fixed | Core Plus | Reorganizations are | Reorganization is | ||||||||||||||||
Bond Fund | Income Fund | Bond Fund | completed) | completed) | ||||||||||||||||
Class C | Class C | 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 | 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 | % | 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 | 0.40 | % | 0.38 | % | 0.45 | % | 0.45 | % | 0.45 | % | ||||||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||||
Other Expenses | 0.42 | % | 0.18 | %1 | 4.91 | %1 | 0.27 | % | 0.44 | % | ||||||||||
Acquired Fund Fees and Expenses** | 0.02 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||
Total Annual Fund Operating Expenses | 1.84 | % | 1.56 | %1 | 6.36 | %1 | 1.72 | % | 1.89 | % | ||||||||||
Fee Waiver and/or Expense Reimbursement | 0.26 | %2 | 0.06 | %3 | 4.71 | %5 | 0.22 | %6 | 0.34 | %7 | ||||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.58 | % | 1.50 | % | 1.65 | % | 1.50 | % | 1.55 | % |
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Current | Combined Pro Forma | |||||||||||||||
Target Funds | Acquiring Fund | |||||||||||||||
Invesco Core Bond | ||||||||||||||||
Fund | ||||||||||||||||
Target Funds + | + | |||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||
(assumes both | (assumes only one | |||||||||||||||
Invesco Core Bond | Invesco Core Plus | Reorganizations are | Reorganization is | |||||||||||||
Fund | Bond Fund | completed) | completed) | |||||||||||||
Class R | 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 | None | ||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | 4 | None | None | |||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||
Management Fees | 0.40 | % | 0.45 | % | 0.45 | % | 0.45 | % | ||||||||
Distribution and Service (12b-1) Fees | 0.50 | % | 0.50 | % | 0.50 | % | 0.50 | % | ||||||||
Other Expenses | 0.42 | % | 4.91 | %1 | 0.27 | % | 0.44 | % | ||||||||
Acquired Fund Fees and Expenses** | 0.02 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||
Total Annual Fund Operating Expenses | 1.34 | % | 5.86 | %1 | 1.22 | % | 1.39 | % | ||||||||
Fee Waiver and/or Expense Reimbursement | 0.26 | %2 | 4.71 | %5 | 0.22 | %6 | 0.34 | %7 | ||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.08 | % | 1.15 | % | 1.00 | % | 1.05 | % |
Current | Combined Pro Forma | |||||||||||||||||||
Acquiring | ||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||
Invesco Core Bond | ||||||||||||||||||||
Fund | ||||||||||||||||||||
Target Funds + | + | |||||||||||||||||||
Invesco Van | Acquiring Fund | Acquiring Fund | ||||||||||||||||||
Kampen Core | Invesco | (assumes both | (assumes only one | |||||||||||||||||
Invesco Core | Plus Fixed | Core Plus | Reorganizations are | Reorganization is | ||||||||||||||||
Bond Fund | Income Fund | Bond Fund | completed) | completed) | ||||||||||||||||
Class Y | Class Y | 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 | None | None | |||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | None | None | |||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||
Management Fees | 0.40 | % | 0.38 | % | 0.45 | % | 0.45 | % | 0.45 | % | ||||||||||
Distribution and Service (12b-1) Fees | None | None | None | None | None |
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Current | Combined Pro Forma | |||||||||||||||||||
Acquiring | ||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||
Invesco Core Bond | ||||||||||||||||||||
Fund | ||||||||||||||||||||
Target Funds + | + | |||||||||||||||||||
Invesco Van | Acquiring Fund | Acquiring Fund | ||||||||||||||||||
Kampen Core | Invesco | (assumes both | (assumes only one | |||||||||||||||||
Invesco Core | Plus Fixed | Core Plus | Reorganizations are | Reorganization is | ||||||||||||||||
Bond Fund | Income Fund | Bond Fund | completed) | completed) | ||||||||||||||||
Class Y | Class Y | Class Y | Class Y | Class Y | ||||||||||||||||
Other Expenses | 0.42 | % | 0.18 | %1 | 4.91 | %1 | 0.27 | % | 0.44 | % | ||||||||||
Acquired Fund Fees and Expenses** | 0.02 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||
Total Annual Fund Operating Expenses | 0.84 | % | 0.56 | %1 | 5.36 | %1 | 0.72 | % | 0.89 | % | ||||||||||
Fee Waiver and/or Expense Reimbursement | 0.26 | %2 | 0.06 | %3 | 4.71 | %5 | 0.22 | %6 | 0.34 | %7 | ||||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 0.58 | % | 0.50 | % | 0.65 | % | 0.50 | % | 0.55 | % |
Current | Combined Pro Forma | |||||||||||||||
Target Fund | Acquiring Fund | |||||||||||||||
Invesco Core Bond | ||||||||||||||||
Fund | ||||||||||||||||
Target Fund + | + | |||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||
(assumes both | (assumes only one | |||||||||||||||
Invesco Core Bond | Invesco Core Plus | Reorganizations are | Reorganization is | |||||||||||||
Fund | Bond Fund | completed) | completed) | |||||||||||||
Institutional | Institutional | Institutional | Institutional | |||||||||||||
Class | 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 | None | ||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | None | ||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||
Management Fees | 0.40 | % | 0.45 | % | 0.45 | % | 0.45 | % | ||||||||
Distribution and Service (12b-1) Fees | None | None | None | None | ||||||||||||
Other Expenses | 0.12 | % | 4.84 | %1 | 0.14 | % | 0.17 | % | ||||||||
Acquired Fund Fees and Expenses** | 0.02 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||
Total Fund Operating Expenses | 0.54 | % | 5.29 | %1 | 0.59 | % | 0.62 | % | ||||||||
Fee Waiver and/or Expense Reimbursements | 0.00 | % | 4.64 | %5 | 0.09 | %6 | 0.07 | %7 | ||||||||
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursements | 0.54 | % | 0.65 | % | 0.50 | % | 0.55 | % |
* | Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in the Funds’ current prospectuses) of the Core Bond Fund (July 31, 2010), the Core Plus Fixed Income Fund (August 31, 2010) and the Acquiring Fund (August 31, 2010). Pro forma numbers are estimated as if the Reorganizations had been completed as of September 1, 2009 and do not include the estimated costs of the Reorganizations. The Target Funds are 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. | |
** | Unless otherwise indicated in the table above Acquired Fund Fees and Expenses are less than 0.01%. | |
1. | Based on estimated amounts for the current fiscal year. | |
2. | The Adviser has contractually agreed, through at least June 30, 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 of Class A, Class B, Class C, Class R and Class Y shares to 0.80%, 1.55%, 1.55%, 1.05% and 0.55%, respectively, of average daily net assets. In |
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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, 2011. | ||
3. | The Adviser has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed above in footnote 2) of Class A, Class B , Class C and Class Y shares to 0.75%, 1.50%, 1.50% and 0.50% of average daily net assets, respectively. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. | |
4. | A contingent deferred sales charge may apply in some cases. See “General Information—Contingent Deferred Sales Charges (CDSCs)”. | |
5. | The Adviser has contractually agreed, through at least June 30, 2011, to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed above in footnote 2) of Class A, Class B, Class C, Class R, Class Y and Institutional Class shares to 0.90%, 1.65%, 1.65%, 1.15%, 0.65% and 0.65% of average daily net assets, respectively. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2011. | |
6. | 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 above in footnote 2) of Class A shares to 0.75%,, Class B shares to 1.50%,, Class C shares to 1.50%, Class Y shares to 0.50%, Class R shares to 1.00% and Institutional Class shares to 0.50% of average daily net assets. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2013. | |
7. | 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 0.80%, Class B shares to 1.55%, Class C shares to 1.55%, Class Y shares to 0.55%, Class R shares to 1.05% and Institutional Class shares to 0.55% 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 | ||||||||||||
Invesco Core Bond Fund — Class A | $ | 556 | $ | 781 | $ | 1,023 | $ | 1,718 | ||||||||
Invesco Van Kampen Core Plus Fixed Income Fund — Class A | $ | 548 | $ | 710 | $ | 892 | $ | 1,418 | ||||||||
Acquiring Fund — Class A | $ | 562 | $ | 1,668 | $ | 2,761 | $ | 5,433 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class A (assuming both Reorganizations are completed) | $ | 548 | $ | 726 | $ | 944 | $ | 1,569 | ||||||||
Combined Pro forma Invesco Core Bond Fund + Acquiring Fund — Class A (assuming only one Reorganization is completed) | $ | 553 | $ | 754 | $ | 1,008 | $ | 1,736 | ||||||||
Invesco Core Bond Fund — Class B | $ | 661 | $ | 853 | $ | 1,171 | $ | 1,940 | ||||||||
Invesco Core Bond Fund — Class B (if you did not redeem your shares) | $ | 161 | $ | 553 | $ | 971 | $ | 1,940 | ||||||||
Invesco Van Kampen Core Plus Fixed Income Fund — Class B | $ | 653 | $ | 781 | $ | 1,038 | $ | 1,644 | ||||||||
Invesco Van Kampen Core Plus Fixed Income Fund — Class B (if you did not redeem your shares) | $ | 153 | $ | 481 | $ | 838 | $ | 1,644 | ||||||||
Acquiring Fund — Class B | $ | 668 | $ | 1,765 | $ | 2,926 | $ | 5,603 | ||||||||
Acquiring Fund — Class B (if you did not redeem your shares) | $ | 168 | $ | 1,465 | $ | 2,726 | $ | 5,603 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class B (assuming both Reorganizations are completed) | $ | 653 | $ | 798 | $ | 1,091 | $ | 1,793 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class B (assuming both Reorganizations are completed) (if you did not redeem your shares) | $ | 153 | $ | 498 | $ | 891 | $ | 1,793 | ||||||||
Combined Pro forma Invesco Core Bond Fund + Acquiring Fund — Class B (assuming only one Reorganization is completed) | $ | 658 | $ | 826 | $ | 1,156 | $ | 1,958 | ||||||||
Combined Pro forma Invesco Core Bond Fund + Acquiring Fund — Class B (assuming only one Reorganization is completed) (if you did not redeem your shares) | $ | 158 | $ | 526 | $ | 956 | $ | 1,958 | ||||||||
Invesco Core Bond Fund — Class C | $ | 261 | $ | 553 | $ | 971 | $ | 2,137 | ||||||||
Invesco Core Bond Fund — Class C (if you did not redeem your shares) | $ | 161 | $ | 553 | $ | 971 | $ | 2,137 | ||||||||
Invesco Van Kampen Core Plus Fixed Income Fund — Class C | $ | 253 | $ | 481 | $ | 838 | $ | 1,846 | ||||||||
Invesco Van Kampen Core Plus Fixed Income Fund — Class C (if you did not redeem your shares) | $ | 153 | $ | 481 | $ | 838 | $ | 1,846 | ||||||||
Acquiring Fund — Class C | $ | 268 | $ | 1,465 | $ | 2,726 | $ | 5,734 | ||||||||
Acquiring Fund — Class C (if you did not redeem your shares) | $ | 168 | $ | 1,465 | $ | 2,726 | $ | 5,734 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class C (assuming both Reorganizations are completed) | $ | 253 | $ | 498 | $ | 891 | $ | 1,993 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class C (assuming both Reorganizations are completed) (if you did not redeem your shares) | $ | 153 | $ | 498 | $ | 891 | $ | 1,993 | ||||||||
Combined Pro forma Invesco Core Bond Fund + Acquiring Fund — Class C (assuming only one Reorganization is completed) | $ | 258 | $ | 526 | $ | 956 | $ | 2,155 | ||||||||
Combined Pro forma Invesco Core Bond Fund + Acquiring Fund — Class C (assuming only one Reorganization is completed) (if you did not redeem your shares) | $ | 158 | $ | 526 | $ | 956 | $ | 2,155 |
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One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Invesco Core Bond Fund — Class R | $ | 110 | $ | 399 | $ | 709 | $ | 1,590 | ||||||||
Acquiring Fund — Class R | $ | 117 | $ | 1,324 | $ | 2,510 | $ | 5,387 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class R (assuming both Reorganizations are completed) | $ | 102 | $ | 343 | $ | 627 | $ | 1,437 | ||||||||
Combined Pro forma Invesco Core Bond Fund + Acquiring Fund — Class R (assuming only one Reorganization is completed) | $ | 107 | $ | 371 | $ | 694 | $ | 1,608 | ||||||||
Invesco Core Bond Fund — Class Y | $ | 59 | $ | 242 | $ | 440 | $ | 1,013 | ||||||||
Invesco Van Kampen Core Plus Fixed Income Fund — Class Y | $ | 51 | $ | 167 | $ | 301 | $ | 690 | ||||||||
Acquiring Fund — Class Y | $ | 66 | $ | 1,181 | $ | 2,288 | $ | 5,019 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class Y (assuming both Reorganizations are completed) | $ | 51 | $ | 185 | $ | 356 | $ | 852 | ||||||||
Combined Pro forma Invesco Core Bond Fund + Acquiring Fund — Class Y (assuming only one Reorganization is completed) | $ | 56 | $ | 214 | $ | 425 | $ | 1,032 | ||||||||
Invesco Core Bond Fund — Institutional Class | $ | 55 | $ | 173 | $ | 302 | $ | 677 | ||||||||
Acquiring Fund — Institutional Class | $ | 66 | $ | 1,167 | $ | 2,262 | $ | 4,970 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Institutional Class (assuming both Reorganizations are completed) | $ | 51 | $ | 170 | $ | 311 | $ | 720 | ||||||||
Combined Pro forma Invesco Core Bond Fund + Acquiring Fund — Institutional Class (assuming only one Reorganization is completed) | $ | 56 | $ | 184 | $ | 332 | $ | 761 |
1 Year | 5 Years | Since Inception | ||||||||||
Acquiring Fund – Class A (inception date: 06/03/2009) | ||||||||||||
Return Before Taxes | 3.64 | % | N/A | 6.63 | % | |||||||
Return After Taxes on Distributions | 1.79 | % | N/A | 4.89 | % | |||||||
Return After Taxes on Distributions and Sale of Fund Shares | 2.30 | % | N/A | 4.60 | % | |||||||
Invesco Core Bond Fund – Class A (inception date: 12/31/2001) |
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1 Year | 5 Years | Since Inception | ||||||||||
Return Before Taxes | 4.57 | % | 1.91 | % | 3.39 | % | ||||||
Return After Taxes on Distributions | 2.99 | % | (0.02 | )% | 1.62 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 2.93 | % | 0.48 | % | 1.84 | % | ||||||
Invesco Van Kampen Core Plus Fixed Income Fund – Class A1 (inception date: 01/26/2007) | ||||||||||||
Return Before Taxes | 2.92 | % | N/A | 2.33 | % | |||||||
Return After Taxes on Distributions | 1.67 | % | N/A | 0.84 | % | |||||||
Return After Taxes on Distributions and Sale of Fund Shares | 1.87 | % | N/A | 1.10 | % |
* | The above total return figures reflect the maximum front-end sales charge (load) of 4.75% 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 Core Plus Fixed Income Fund on June 1, 2010. The returns shown for periods after June 1, 2010 are those of the Core Plus Fixed Income. The returns of the Core Plus Fixed Income are different from the predecessor fund as they had different expenses and sales charges. |
• | Invesco Asset Management Deutschland GmbH; | |
• | Invesco Asset Management Limited; | |
• | Invesco Australia Limited; | |
• | Invesco Trimark Ltd. | |
• | Invesco Hong Kong Limited; | |
• | Invesco Asset Management (Japan) Limited; | |
• | Invesco Senior Secured Management, Inc.; and |
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Principal Risk | Funds Subject to Risk | |
Market Risk. The prices of and the income generated by securities held by the fund may decline in response to certain events, including those directly involving the issuers whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations. | Acquiring Fund Target Funds | |
Active Trading Risk. The Fund may engage in frequent trading of portfolio securities. Active trading results in added expenses and may result in a lower return | Acquiring Fund Core Bond Fund |
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Principal Risk | Funds Subject to Risk | |
and increased tax liability. | ||
Credit Risk. Credit risk is the risk of loss on an investment due to the deterioration of an issuer’s financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer’s securities and may lead to the issuer’s inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond’s credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality may result in bankruptcy for the issuer and permanent loss of investment. | Acquiring Fund Target Funds | |
Derivatives Risk. Derivatives are financial contracts whose value depends on or is derived from an underlying asset (including an underlying security), reference rate or index. Derivatives may be used as a substitute for purchasing the underlying asset or as a hedge to reduce exposure to risks. The use of derivatives involves risks similar to, as well as risks different from, and possibly greater than, the risks associated with investing directly in securities or other more traditional instruments. Risks to which derivatives may be subject include market, interest rate, credit, leverage and management risks. They may also be more difficult to purchase, sell or value than other investments. When used for hedging or reducing exposure, the derivative may not correlate perfectly with the underlying asset, reference rate or index. A fund investing in a derivative could lose more than the cash amount invested. Over the counter derivatives 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 fund. In addition, the use of certain derivatives may cause the fund to realize higher amounts of income or short-term capital gains (generally taxed at ordinary income tax rates). | Acquiring Fund Target Funds | |
Dollar Roll Transactions Risk. Dollar roll transactions involve the risk that the market value and yield of the securities retained by the Fund may decline below the price of the mortgage-related securities sold by the Fund that it is obligated to repurchase. | Core Bond Fund | |
Foreign Securities 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. The value of the fund’s foreign investments may be adversely affected by political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, including financial reporting requirements and auditing and accounting controls. As a result, there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities due to the size of the market or other factors. | Acquiring Fund Target Funds | |
Developing Markets Securities Risk. The factors described above for “Foreign Securities Risk” may affect the prices of securities issued by foreign companies located in developing countries more than those in countries with mature economies. For example, many developing countries (i.e., those that are in the initial stages of their industrial cycle) have, in the past, experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, thereby causing the value of investments in companies located in those countries to decline. Transaction costs are often higher in developing countries and there may be delays in settlement procedures. | Acquiring Fund | |
Currency/Exchange Rate Risk. The fund may buy or sell currencies other than the U.S. Dollar and use derivatives involving foreign currencies in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful. | Acquiring Fund | |
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. | Acquiring Fund Target Funds |
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Principal Risk | Funds Subject to Risk | |
Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rate changes. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features. | ||
Income Risk. The income you receive from the Fund is based primarily on prevailing interest rates, which can vary widely over the short- and long-term. If interest rates drop, your income from the Fund may drop as well. The more the Fund invests in adjustable, variable or floating rate securities or in securities susceptible to prepayment risk, the greater the Fund’s income risk. | Acquiring Fund Target Funds | |
Management Risk. There is no guarantee that the investment techniques and risk analyses used by the fund’s portfolio managers will produce the desired results. | Acquiring Fund Target Funds | |
Mortgage- and Asset-Backed Securities Risk. These securities are subject to prepayment or call risk, which is the risk that payments from the borrower may be received earlier or later than expected due to changes in the rate at which the underlying loans are prepaid. Faster prepayments often happen when market interest rates are falling. As a result, the fund may need to reinvest these early payments at lower interest rates, thereby reducing its income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the underlying loans to be outstanding for a longer time, which can cause the market value of the security to fall because the market may view its interest rate as too low for a longer-term investment. Due to these risks, mortgage-backed and asset-backed instruments may be more difficult to value. | Acquiring Fund Core Bond Fund | |
Prepayment or Call Risk. If interest rates fall, it is possible that issuers of fixed income securities with high interest rates will prepay or call their securities before their maturity dates. In this event, the proceeds from these securities would likely be reinvested by the Fund in securities bearing the new, lower interest rates, resulting in a possible decline in the Fund’s income and distributions to shareholders. Mortgage-related securities are especially sensitive to prepayment risk because borrowers often refinance their mortgages when interest rates drop. | Core Plus Fixed Income Fund | |
Extension Risk. The prices of fixed income securities tend to fall as interest rates rise. For mortgage-related securities, if interest rates rise, borrowers may prepay mortgages more slowly than originally expected. This may further reduce the market value of the securities and lengthen their durations. | Core Plus Fixed Income Fund | |
Reinvestment Risk. Reinvestment risk is the risk that a bond’s cash flows (coupon income and principal repayment) will be reinvested at an interest rate below that on the original bond. If interest rates decline, the underlying bond may rise in value, but the cash flows received from that bond may have to be invested at a lower interest rate. | Acquiring Fund Core Bond Fund | |
U.S. Government Obligations Risk. The fund may invest in obligations issued by agencies and instrumentalities of the U.S. Government. These obligations vary in the level of support they receive from the U.S. Government. They may be: (i) supported by the full faith and credit of the U.S. Treasury; (ii) supported by the right of the issuer to borrow from the U.S. Treasury; (iii) supported by the discretionary authority of the U.S. Government to purchase the issuer’s obligation; or (iv) supported only by the credit of the issuer. The U.S. Government may choose not to provide financial support to the U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the fund holding securities of such issuer might not be able to recover its investment from the U.S. Government. | Acquiring Fund Target Funds | |
High Yield Risk. High yield risk is a form of credit risk. High yield bonds or “junk bonds” are bonds rated below investment grade or deemed to be of comparable quality. They are considered to be speculative investments with greater risk of failure to make timely payment of interest and principal (to default on their | Acquiring Fund Core Plus Fixed Income Fund |
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Principal Risk | Funds Subject to Risk | |
contractual obligations) than their investment grade counterparts. High yield bonds may exhibit increased price sensitivity and reduced liquidity generally and particularly during times of economic downturn or volatility in the capital markets. | ||
Leverage Risk. Borrowing money to buy securities exposes the fund to leverage because the fund can achieve a return on a capital base larger than the assets that shareholders have contributed to the fund. Certain other transactions may give rise to a form of leverage. Leverage also exists when a fund purchases or sells an instrument or enters into a transaction without investing cash in an amount equal to the full economic exposure of the instrument or transaction. Such instruments may include, among others, reverse repurchase agreements, written options and derivatives, and transactions may include the use of when-issued, delayed delivery or forward commitment transactions. Except in the case of borrowing, the fund mitigates leverage risk by segregating or earmarking liquid assets or otherwise covers transactions that may give rise to such risk. To the extent that the fund is not able to close out a leveraged position because of market illiquidity, the fund’s liquidity may be impaired to the extent that it has a substantial portion of liquid assets segregated or earmarked to cover obligations and may liquidate portfolio positions when it may not be advantageous to do so. Leveraging may cause the fund to be more volatile because it may exaggerate the effect of any increase or decrease in the value of the fund’s portfolio securities. There can be no assurance that the fund’s leverage strategy will be successful. | Acquiring Fund | |
Counterparty Risk. Individually negotiated, or over-the-counter, derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the fund. | Acquiring Fund | |
Non-Diversification Risk. Because it is non-diversified, the fund may invest in fewer issuers than if it were diversified. Thus, the value of the fund’s shares may vary more widely, and the fund may be subject to greater market and credit risk, than if the fund invested more broadly. | Acquiring Fund | |
Liquidity Risk. A security is considered to be illiquid if the fund is unable to sell such security at a fair price within a reasonable amount of time. A security may be deemed illiquid due to a lack of trading volume in the security or if the security is privately placed and not traded in any public market or is otherwise restricted from trading. The fund may be unable to sell its illiquid securities at the time or price it desires and could lose its entire investment in such securities. | Acquiring Fund | |
Limited Number of Holdings Risk. Because a large percentage of the fund’s assets may be invested in a limited number of securities, a change in the value of these securities could significantly affect the value of your investment in the fund. | Acquiring Fund |
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Core Bond Fund | Acquiring Fund | |
Share Classes | Share Classes | |
A | A | |
B | B | |
C | C | |
Y | Y | |
R | R | |
Institutional | Institutional |
Core Plus Fixed Income Fund Share | Acquiring Fund | |
Classes | Share Classes | |
A | A | |
B | B | |
C | C | |
Y | 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 |
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such shares of the Target Fund are capital assets in the hands of such shareholder as of the Closing). |
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Basic Balanced | ||||||||||||
Balanced Fund | Fund | Acquiring Fund | ||||||||||
(000,000s) | (000,000s) | (000,000s) | ||||||||||
at 1/31/2010 | at 6/30/2010 | at 6/30/2010 | ||||||||||
Aggregate capital loss carryovers on a tax basis (1) | $ | (37.7 | ) | $ | (191.1 | ) | $ | (1,227.2 | ) | |||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | $ | (4.4 | ) | $ | (16.4 | ) | $ | (332.0 | ) | |||
Aggregate Net Asset Value | $ | 171.0 | $ | 583.1 | $ | 10,794.4 | ||||||
Approximate annual limitation (2) | $ | 6.8 | $ | 23.2 | 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%. |
Estimated Portion | ||||||||||||
of Total | ||||||||||||
Reorganization | ||||||||||||
Estimated Proxy | Estimated Total | Costs to be Paid | ||||||||||
Solicitation Costs | Reorganization Costs | by the Funds | ||||||||||
Invesco Core Bond Fund | $ | 56,000 | $ | 100,000 | $ | 0 | ||||||
Invesco Van Kampen Core Plus Fixed Income Fund | $ | 71,000 | $ | 110,000 | $ | 0 |
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Invesco Van | ||||||||||||||||||||
Kampen | ||||||||||||||||||||
Core Plus | ||||||||||||||||||||
Fixed | ||||||||||||||||||||
Invesco Core | Income | Acquiring | Pro Forma | Acquiring Fund | ||||||||||||||||
Bond Fund | Fund | Fund | Adjustments1 | (pro forma) | ||||||||||||||||
Net assets (all classes) | $ | 358,200,300 | $ | 111,455,949 | $ | 9,749,301 | $ | 479,405,550 | ||||||||||||
Class A net assets | $ | 124,583,397 | $ | 89,742,164 | $ | 7,525,410 | $ | 221,850,971 | ||||||||||||
Class A shares outstanding | 13,595,830 | 9,166,484 | 700,863 | (2,810,947 | )2 | 20,652,230 | ||||||||||||||
Class A net asset value per share | $ | 9.16 | $ | 9.79 | $ | 10.74 | $ | 10.74 | ||||||||||||
Class B net assets | $ | 22,188,345 | $ | 8,797,841 | $ | 968,698 | $ | 31,954,884 | ||||||||||||
Class B shares outstanding | 2,421,297 | 903,715 | 90,243 | (437,662 | )2 | 2,977,593 | ||||||||||||||
Class B net asset value per share | $ | 9.16 | $ | 9.74 | $ | 10.73 | $ | 10.73 | ||||||||||||
Class C net assets | $ | 27,377,552 | $ | 12,356,943 | $ | 854,507 | $ | 40,589,002 | ||||||||||||
Class C shares outstanding | 2,987,887 | 1,268,725 | 79,582 | (557,690 | )2 | 3,778,504 |
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Invesco Van | ||||||||||||||||||||
Kampen | ||||||||||||||||||||
Core Plus | ||||||||||||||||||||
Fixed | ||||||||||||||||||||
Invesco Core | Income | Acquiring | Pro Forma | Acquiring Fund | ||||||||||||||||
Bond Fund | Fund | Fund | Adjustments1 | (pro forma) | ||||||||||||||||
Class C net asset value per share | $ | 9.16 | $ | 9.74 | $ | 10.74 | $ | 10.74 | ||||||||||||
Class R net assets | $ | 2,205,684 | $ | — | $ | 152,535 | $ | 2,358,219 | ||||||||||||
Class R shares outstanding | 240,958 | — | 14,207 | (35,673 | 2 | 219,492 | ||||||||||||||
Class R net asset value per share | $ | 9.15 | $ | — | $ | 10.74 | $ | 10.74 | ||||||||||||
Class Y net assets | $ | 1,001,548 | $ | 559,001 | $ | 133,729 | $ | 1,694,278 | ||||||||||||
Class Y shares outstanding | 109,273 | 57,392 | 12,455 | (21,318 | )2 | 157,802 | ||||||||||||||
Class Y net asset value per share | $ | 9.17 | $ | 9.74 | $ | 10.74 | $ | 10.74 | ||||||||||||
Institutional Class net assets | $ | 180,843,774 | $ | — | $ | 114,422 | $ | 180,958,196 | ||||||||||||
Institutional Class shares outstanding | 19,726,967 | — | 10,657 | (2,883,737 | )2 | 16,853,887 | ||||||||||||||
Institutional Class net asset value per share | $ | 9.17 | $ | — | $ | 10.74 | $ | 10.74 |
1. | Invesco will bear 100% of the Reorganization expenses of Core Bond Fund and Core Plus Fixed Income Fund. As a result, there are no pro forma adjustments to net assets. | |
2. | Shares Outstanding have been adjusted for the accumulated change in the number of shares of the Target Funds shareholder accounts based on the relative value of the Target Funds’ and the Acquiring Funds net asset value per share. |
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Target Fund/Share Classes | Number of Shares Outstanding | |
A-1
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Number of | Percent Owned of | |||||||||||||||
Name and Address | Fund | Class of Shares | Shares Owned | Record* | ||||||||||||
Name and Address | _____ | % |
* | AIM Investment Securities 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 | Fund | Class of Shares | Shares Owned | Record* | ||||||||||||
Name and Address | _____ | % |
* | AIM Counselor Series 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 |
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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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AIM FUNDS GROUP (Invesco Funds Group)
Houston, Texas 77046
(800) 959-4246
To Be Held on April 14, 2011
Target Funds | Acquiring Fund | |
Invesco Select Equity Fund (a series of AIM Counselor Series Trust) | Invesco Structured Core Fund | |
Invesco Van Kampen Equity Premium Income Fund (a series of AIM Funds Group) | Invesco Structured Core Fund |
Mr. Philip Taylor
President and Principal Executive Officer
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AIM FUNDS GROUP (Invesco Funds Group)
11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
[January ___, 2011]
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• | Prospectuses for the Target Funds and the Acquiring Fund; | ||
• | Annual and semi-annual reports to shareholders of the Target Funds and the Acquiring Fund; and | ||
• | Statements of Additional Information (“SAIs”) for the Target Funds and the Acquiring Fund. |
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Select Fund | Acquiring Fund | |
Long-term growth of capital. | Long-term growth of capital. | |
Premium Fund | ||
To seek current income and its secondary investment objective is to seek long-term capital appreciation. |
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Current | Combined Pro Forma | |||||||||||||||
Target Funds | ||||||||||||||||
+ | ||||||||||||||||
Acquiring Fund | ||||||||||||||||
(assumes both | ||||||||||||||||
Target Funds | Acquiring | Reorganizations | ||||||||||||||
Select Fund | Premium Fund | Fund | are completed) | |||||||||||||
Class A | 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 | % | 5.50 | % | ||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None1 | None | ||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||
Management Fees | 0.76 | % | 0.70 | % | 0.60 | % | 0.59 | % | ||||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | ||||||||
Other Expenses | 0.63 | % | 0.23 | %2 | 0.46 | % | 0.38 | % | ||||||||
Total Annual Fund Operating Expenses | 1.64 | % | 1.18 | %2 | 1.31 | % | 1.22 | % | ||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.31 | %3 | 0.22 | %4 | ||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.64 | % | 1.18 | %2 | 1.00 | % | 1.00 | % | ||||||||
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Current | Combined Pro Forma | |||||||||||||||
Target Funds | ||||||||||||||||
+ | ||||||||||||||||
Acquiring Fund | ||||||||||||||||
(assumes both | ||||||||||||||||
Target Funds | Acquiring | Reorganizations | ||||||||||||||
Select Fund | Premium Fund | Fund | are completed) | |||||||||||||
Class B | 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 | 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 | % | 5.00 | % | ||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||
Management Fees | 0.76 | % | 0.70 | % | 0.60 | % | 0.59 | % | ||||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||
Other Expenses | 0.63 | % | 0.23 | %2 | 0.46 | % | 0.38 | % | ||||||||
Total Annual Fund Operating Expenses | 2.39 | % | 1.93 | %2 | 2.06 | % | 1.97 | % | ||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.31 | %3 | 0.22 | %4 | ||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 2.39 | % | 1.93 | %2 | 1.75 | % | 1.75 | % | ||||||||
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Current | Combined Pro Forma | |||||||||||||||
Target Funds | ||||||||||||||||
+ | ||||||||||||||||
Acquiring Fund | ||||||||||||||||
(assumes both | ||||||||||||||||
Target Funds | Acquiring | Reorganizations | ||||||||||||||
Select Fund | Premium Fund | Fund | are completed) | |||||||||||||
Class C | 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 | 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 | % | 1.00 | % | ||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||
Management Fees | 0.76 | % | 0.70 | % | 0.60 | % | 0.59 | % | ||||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||
Other Expenses | 0.63 | % | 0.23 | %2 | 0.46 | % | 0.38 | % | ||||||||
Total Annual Fund Operating Expenses | 2.39 | % | 1.93 | %2 | 2.06 | % | 1.97 | % | ||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.31 | %3 | 0.22 | %4 | ||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 2.39 | % | 1.93 | %2 | 1.75 | % | 1.75 | % | ||||||||
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Current | Combined Pro Forma | |||||||||||||||
Target Funds | ||||||||||||||||
+ | ||||||||||||||||
Acquiring Fund | ||||||||||||||||
(assumes both | ||||||||||||||||
Target Funds | Acquiring | Reorganizations | ||||||||||||||
Select Fund | Premium Fund | Fund | are completed) | |||||||||||||
Class Y | 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 | None | ||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | None | ||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||
Management Fees | 0.76 | % | 0.70 | % | 0.60 | % | 0.59 | % | ||||||||
Distribution and Service (12b-1) Fees | None | None | None | None | ||||||||||||
Other Expenses | 0.63 | % | 0.23 | %2 | 0.46 | % | 0.38 | % | ||||||||
Total Annual Fund Operating Expenses | 1.39 | % | 0.93 | %2 | 1.06 | % | 0.97 | % | ||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.31 | %3 | 0.22 | %4 | ||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.39 | % | 0.93 | %2 | 0.75 | % | 0.75 | % | ||||||||
* | Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in a Fund’s current prospectus) of the Select Fund (December 31, 2009), the Premium Fund (August 31, 2010), and the Acquiring Fund (August 31, 2010). Pro forma numbers are estimated as if the Reorganizations had been completed as of September 1, 2009 and do not include the estimated costs of the Reorganizations. The estimated Reorganization costs that the Select Fund will bear are $190,000. Invesco Advisers estimates that shareholders will recoup these costs through reduced expenses in 2 months or less. The Equity Fund is not expected to bear any Reorganization costs. For more information on the costs of the Reorganizations to be borne by the Funds, see “Costs of the Reorganizations” below. | |
1. | A contingent deferred sales charge may apply in some cases. See “General Information — Contingent Deferred Sales Charges (CDSCs)” in the Acquiring Fund’s prospectus. | |
2. | Based on estimated amounts for the current fiscal year. | |
3. | The Adviser has contractually agreed, through at least December 31, 2011, to waive advisory fees and/or reimburse expenses of the Acquiring Fund to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) of Class A, Class B, Class C and Class Y shares to 1.00%, 1.75%, 1.75% and 0.75% 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 and/or Expense Reimbursement to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary or non-routine items; (v) expenses related to a merger or reorganization, as approved by the Acquiring Fund’s Board; and (vi) expenses that the Acquiring 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 December 31, 2011. Currently, the expense offset arrangements from which the Acquiring Fund may benefit are in the form of credits that the Acquiring Fund receives from banks where the Acquiring Fund or its transfer agent has deposit accounts in which it holds uninvested cash. These credits are used to pay certain expenses incurred by the Acquiring Fund. Fee waivers have been restated to reflect this agreement. | |
4. | Effective upon closing of the Reorganizations, 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 1.00%, Class B shares to 1.75%, Class C shares to 1.75% and Class Y shares to 0.75% 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 |
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Acquiring 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. |
One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Select Fund — Class A | $ | 708 | $ | 1,039 | $ | 1,393 | $ | 2,387 | ||||||||
Premium Fund — Class A | $ | 664 | $ | 904 | $ | 1,163 | $ | 1,903 | ||||||||
Acquiring Fund — Class A | $ | 646 | $ | 913 | $ | 1,201 | $ | 2,017 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class A (assuming both Reorganizations are completed) | $ | 646 | $ | 895 | $ | 1,163 | $ | 1,928 | ||||||||
Select Fund — Class B | $ | 742 | $ | 1,045 | $ | 1,475 | $ | 2,540 | ||||||||
Select Fund — Class B (if you did not redeem your shares) | $ | 242 | $ | 745 | $ | 1,275 | $ | 2,540 | ||||||||
Premium Fund — Class B | $ | 696 | $ | 906 | $ | 1,242 | $ | 2,059 | ||||||||
Premium Fund — Class B (if you did not redeem your shares) | $ | 196 | $ | 606 | $ | 1,042 | $ | 2,059 | ||||||||
Acquiring Fund — Class B | $ | 678 | $ | 916 | $ | 1,280 | $ | 2,172 | ||||||||
Acquiring Fund — Class B (if you did not redeem your shares) | $ | 178 | $ | 616 | $ | 1,080 | $ | 2,172 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class B (assuming both Reorganizations are completed) | $ | 678 | $ | 897 | $ | 1,242 | $ | 2,084 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class B (assuming both Reorganizations are completed) (if you did not redeem your shares) | $ | 178 | $ | 597 | $ | 1,042 | $ | 2,084 | ||||||||
Select Fund — Class C | $ | 342 | $ | 745 | $ | 1,275 | $ | 2,726 | ||||||||
Select Fund — Class C (if you did not redeem your shares) | $ | 242 | $ | 745 | $ | 1,275 | $ | 2,726 | ||||||||
Premium Fund — Class C | $ | 296 | $ | 606 | $ | 1,042 | $ | 2,254 | ||||||||
Premium Fund — Class C (if you did not redeem your shares) | $ | 196 | $ | 606 | $ | 1,042 | $ | 2,254 | ||||||||
Acquiring Fund — Class C | $ | 278 | $ | 616 | $ | 1,080 | $ | 2,365 | ||||||||
Acquiring Fund — Class C (if you did not redeem your shares) | $ | 178 | $ | 616 | $ | 1,080 | $ | 2,365 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class C (assuming both Reorganizations are completed) | $ | 278 | $ | 597 | $ | 1,042 | $ | 2,278 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class C (assuming both Reorganizations are completed) (if you did not redeem your shares) | $ | 178 | $ | 597 | $ | 1,042 | $ | 2,278 | ||||||||
Select Fund — Class Y | $ | 142 | $ | 440 | $ | 761 | $ | 1,669 | ||||||||
Premium Fund — Class Y | $ | 95 | $ | 296 | $ | 515 | $ | 1,143 | ||||||||
Acquiring Fund — Class Y | $ | 77 | $ | 306 | $ | 555 | $ | 1,266 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class Y (assuming both Reorganizations are completed) | $ | 77 | $ | 287 | $ | 515 | $ | 1,170 |
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1 Year | 5 Years | 10 Years or Since Inception | ||||||||||
Acquiring Fund — Class A (inception date: 03/31/2006) | ||||||||||||
Return Before Taxes | 0.15 | % | — | (3.79 | %) | |||||||
Return After Taxes on Distributions | (0.10 | %) | — | (4.59 | %) | |||||||
Return After Taxes on Distributions and Sale of Fund Shares | 0.44 | % | — | (3.31 | %) | |||||||
Select Fund — Class A (inception date: 12/04/1967) | ||||||||||||
Return Before Taxes | (0.21 | %) | (3.45 | %) | (6.13 | %) | ||||||
Return After Taxes on Distributions | (0.28 | %) | (3.47 | %) | (6.35 | %) | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | (0.05 | %) | (2.90 | %) | (4.95 | %) | ||||||
Premium Fund — Class A (inception date: 06/26/2006)1 | ||||||||||||
Return Before Taxes | 1.50 | % | — | (1.35 | %) | |||||||
Return After Taxes on Distributions | (0.19 | %) | — | (3.16 | %) | |||||||
Return After Taxes on Distributions and Sale of Fund Shares | 0.95 | % | — | (2.09 | %) |
* | 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 Premium Fund on June 1, 2010. The returns shown for periods after June 1, 2010 are those of the Premium Fund. The returns of the Premium 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 Asset Management Limited; | |
• | Invesco Australia Limited; | |
• | Invesco Trimark Ltd. | |
• | Invesco Hong Kong Limited; | |
• | Invesco Asset Management (Japan) Limited; | |
• | Invesco Senior Secured Management, Inc.; and |
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Principal Risk | Funds Subject to Risk | |
Market Risk. The prices of securities held by the Funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the Funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations. | Acquiring Fund, Select Fund and Premium Fund |
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Principal Risk | Funds Subject to Risk | |
Foreign Securities Risk. The dollar value of the Funds’ foreign investments will be affected by changes in the exchange rates between the dollar and the currencies in which those investments are traded. The value of the Funds’ foreign investments may be adversely affected by political and social instability in their home countries, by changes in economic or taxation policies in those countries, or by the difficulty in enforcing obligations in those countries. Foreign companies generally may be subject to less stringent regulations than U.S. companies, and there generally is less publicly available information about foreign companies than about U.S. companies. Trading in many foreign securities may be less liquid and more volatile than U.S. securities. | Acquiring Fund, Select Fund and Premium Fund | |
Equity Securities Risk. The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. | Acquiring Fund, Select Fund and Premium Fund | |
Derivatives Risk. Derivatives are financial contracts whose value depends on or is derived from an underlying asset (including an underlying security), reference rate or index. Derivatives may be used as a substitute for purchasing the underlying asset or as a hedge to reduce exposure to risks. Risks of derivatives include market, interest rate, credit, leverage and management risks. They may also be more difficult to purchase, sell or value than other investments. When used for hedging or reducing exposure, the derivative may not correlate perfectly with the underlying asset, reference rate or index. A Fund investing in a derivative could lose more than the cash amount invested. Over-the-counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not complete the transaction with the Fund. | Acquiring Fund, Select Fund and Premium Fund | |
Management Risk. There is no guarantee that the investment techniques and risk analyses used by the Funds’ portfolio managers will produce the desired results. | Acquiring Fund, Select Fund and Premium Fund | |
Exchange-Traded Funds Risk. 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 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 ETFs are leveraged. The more a Fund invests in leveraged ETFs, the more this leverage will magnify any losses on those investments. | Acquiring Fund, Select Fund and Premium Fund | |
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 specific characteristics of each bond. | Acquiring Fund and Select Fund | |
Credit Risk. Credit risk is the risk of loss on an investment due to the deterioration of an issuer’s financial health, including the issuer’s inability to honor its contractual obligations to make timely payment of interest and principal, bankruptcy, and permanent loss of investment. A decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. | Acquiring Fund and Select Fund |
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Principal Risk | Funds Subject to Risk | |
Leverage Risk. Leverage exists when the Acquiring Fund purchases or sells an instrument or enters into a transaction for an amount less than the full economic exposure of the instrument or transaction. Such instruments or transactions may include, reverse repurchase agreements, written options and derivatives. The Acquiring Fund mitigates leverage risk by earmarking liquid assets to cover the Acquiring Fund’s obligations. Earmarking may require the Acquiring Fund to liquidate non-earmarked portfolio positions when it may not be advantageous to do so. Leveraging may cause the Acquiring Fund to be more volatile because it may exaggerate the effect of any increase or decrease in the value of the Acquiring Fund’s portfolio securities. There can be no assurance that the Acquiring Fund’s leverage strategy will be successful. | Acquiring Fund | |
Limited Number of Holdings Risk. Because a large percentage of the Acquiring Fund’s assets may be invested in a limited number of securities, a change in the value of these securities could significantly affect the value of your investment in the Acquiring Fund. | Acquiring Fund | |
Active Trading Risk. The Select Fund may engage in frequent trading of portfolio securities resulting in a lower return and increased tax liability. | Select Fund | |
Option Writing Strategy Risk. In sharply rising markets, the Premium Fund may underperform compared to a similar portfolio that does not employ a covered call option writing strategy. This underperformance in a sharply rising market could be significant. The Premium Fund’s covered call option writing strategy may not fully protect it against declines in the value of the market. | Premium Fund | |
Return of Capital Risk. In adverse or volatile market conditions, a portion or all of the Premium Fund’s monthly distributions may constitute a return of part of your original investment or a return of capital. The Adviser believes, given current and past market conditions, that there is a strong likelihood that substantially all, if not all, of the distributions for the fiscal year ended August 31, 2010 may be characterized as a return of capital. Such return of capital distributions will decrease the Premium Fund’s assets and may increase the Premium Fund’s expense ratio. | Premium Fund |
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Target Fund Share Classes | Acquiring Fund Share Classes | |||
Select Fund | ||||
Class A | Class A | |||
Class B | Class B | |||
Class C | Class C | |||
Class Y | Class Y | |||
Premium Fund | ||||
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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Select Fund | Premium Fund | Acquiring Fund | ||||||||||
(000,000s) | (000,000s) | (000,000s) | ||||||||||
at 6/30/2010 | at 2/28/2010 | at 2/28/2010 | ||||||||||
Aggregate capital loss carryovers on a tax basis (1) | $ | (109.3 | ) | $ | (154.7 | ) | $ | (34.2 | ) | |||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | $ | (5.6 | ) | $ | (44.5 | ) | $ | 8.1 | ||||
Aggregate Net Asset Value | $ | 184.0 | $ | 197.0 | $ | 110.8 | ||||||
Approximate annual limitation (2) | $ | 7.3 | $ | 7.8 | $ | 4.4 |
(1) | Includes realized gain, to the extent not offset by expiring capital loss carryovers, or loss for the current fiscal year determined on the basis of generally accepted accounting principles; excludes any excess capital loss carryovers that are anticipated to expire on or prior to Closing. | |
(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 | ||||||||||||
Estimated Proxy | Estimated Total | Reorganization Costs to be | ||||||||||
Solicitation Costs | Reorganization Costs | Paid by the Funds | ||||||||||
Invesco Select Equity Fund | $ | 149,000 | $ | 190,000 | $ | 190,000 | ||||||
Invesco Van Kampen Equity Premium Income Fund | $ | 123,000 | $ | 170,000 | $ | 0 |
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Acquiring | ||||||||||||||||||||
Acquiring | Pro Forma | Fund (pro | ||||||||||||||||||
Select Fund | Premium Fund | Fund | Adjustments | forma) | ||||||||||||||||
Net assets (all classes) | $ | 192,280,399 | $ | 159,309,483 | $ | 90,650,840 | $ | (190,000 | ) | $ | 442,050,722 | |||||||||
Class A net assets | $ | 164,785,941 | $ | 82,133,679 | $ | 1,385,495 | $ | (162,832 | ) 1 | $ | 248,142,283 | |||||||||
Class A shares outstanding | 10,308,662 | 10,655,162 | 201,682 | 14,963,974 | 2 | 36,129,480 | ||||||||||||||
Class A net asset value per share | $ | 15.99 | $ | 7.71 | $ | 6.87 | $ | 6.87 | ||||||||||||
Class B net assets | $ | 14,142,195 | $ | 14,462,086 | $ | 188,437 | $ | (13,974 | ) 1 | $ | 28,778,744 | |||||||||
Class B shares outstanding | 1,028,059 | 1,903,395 | 27,751 | 1,280,316 | 2 | 4,239,521 | ||||||||||||||
Class B net asset value per share | $ | 13.76 | $ | 7.60 | $ | 6.79 | $ | 6.79 | ||||||||||||
Class C net assets | $ | 11,666,955 | $ | 59,535,288 | $ | 223,333 | $ | (11,529 | ) 1 | $ | 71,414,047 | |||||||||
Class C shares outstanding | 849,868 | 7,834,580 | 32,931 | 1,818,722 | 2 | 10,536,101 | ||||||||||||||
Class C net asset value per share | $ | 13.73 | $ | 7.60 | $ | 6.78 | $ | 6.78 | ||||||||||||
Class Y net assets | $ | 1,685,308 | $ | 3,178,430 | $ | 155,485 | $ | (1,665 | ) 1 | $ | 5,017,558 | |||||||||
Class Y shares outstanding | 104,959 | 411,484 | 22,535 | 188,238 | 2 | 727,216 | ||||||||||||||
Class Y net asset value per share | $ | 16.06 | $ | 7.72 | $ | 6.90 | $ | 6.90 |
1. | Pro forma net assets have been adjusted for the allocated portion of the Select Fund’s 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 the Select Fund. | |
2. | Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of the Target Funds’ shareholder accounts based on the relative value of the Target Funds’ and the Acquiring Fund’s net asset value per share. |
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Target Fund/Share Classes | Number of Shares Outstanding | |||
Invesco Select Equity Fund | ||||
Class A | ||||
Class B | ||||
Class C | ||||
Class Y | ||||
Invesco Van Kampen Equity Premium Income 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 Trusts have 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* | ||||||||||||
* | AIM Counselor Series 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 |
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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 | Net gains (losses) | Dividends | end of | assets with fee | assets without | investment | |||||||||||||||||||||||||||||||||||||||||
value, | investment | on securities | Total from | from net | Net asset | period | waivers and/or | fee waivers | income (loss) | |||||||||||||||||||||||||||||||||||||||
beginning of | income | (both realized | investment | investment | value, end | Total | (000s | expenses | and/or expenses | to average | Portfolio | |||||||||||||||||||||||||||||||||||||
period | (loss)(a) | and unrealized) | operations | income | of period | Return(b) | omitted) | absorbed | absorbed | net assets | Turnover(c) | |||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | $ | 15.99 | $ | 0.04 | $ | (1.63 | ) | $ | (1.59 | ) | $ | — | $ | 14.40 | (9.94 | )% | $ | 157,390 | 1.54 | %(d) | 1.54 | %(d) | 0.46 | %(d) | 48 | % | ||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | 13.84 | (0.02 | ) | (1.41 | ) | (1.43 | ) | — | 12.41 | (10.33 | ) | 13,704 | 2.29 | (d) | 2.29 | (d) | (0.29 | )(d) | 48 | |||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | 13.81 | (0.02 | ) | (1.40 | ) | (1.42 | ) | — | 12.39 | (10.28 | ) | 11,248 | 2.29 | (d) | 2.29 | (d) | (0.29 | )(d) | 48 | |||||||||||||||||||||||||||||
Class Y | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | 16.03 | 0.06 | (1.64 | ) | (1.58 | ) | — | 14.45 | (9.86 | ) | 1,610 | 1.29 | (d) | 1.29 | (d) | 0.71 | (d) | 48 |
(a) | Calculated using average shares outstanding. | |
(b) | Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year, if applicable. | |
(c) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. | |
(d) | Ratios are annualized and based on average daily net assets (000’s omitted) of $174,515, $16,985, $12,942 and $1,758 for Class A, Class B, Class C, and Class Y 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
Target Funds | Acquiring Fund | |
Invesco Large Cap Growth Fund | ||
Invesco Van Kampen Capital Growth Fund | Invesco Van Kampen American Franchise Fund | |
Invesco Van Kampen Enterprise Fund |
Mr. Philip Taylor
President and Principal Executive Officer
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AIM SECTOR FUNDS (Invesco Sector Funds)
11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
_____________, 2011
Introduction
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• | Prospectuses for the Target Funds and the Acquiring Fund; | ||
• | Annual and semi-annual reports to shareholders of the Target Funds and the Acquiring Fund; and | ||
• | Statements of Additional Information (“SAIs”) for the Target Funds and the Acquiring Fund. |
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Target Funds | Acquiring Fund | ||
Large Cap Growth Fund | seek long-term capital appreciation | ||
- seek long-term growth of capital | |||
Capital Growth Fund | |||
- seek capital growth | |||
Enterprise Fund | |||
- seek capital appreciation by investing in a portfolio of | |||
securities consisting principally of common stocks |
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Current | Combined Pro Forma | |||||||||||||||||||||||||||
Target Funds | Acquiring Fund | |||||||||||||||||||||||||||
Large Cap | ||||||||||||||||||||||||||||
Target Funds | Growth Fund | |||||||||||||||||||||||||||
+ | + | |||||||||||||||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||||||||||||||
(assumes all | (assumes only | |||||||||||||||||||||||||||
Capital | three | one | ||||||||||||||||||||||||||
Large Cap | Growth | Enterprise | American | Reorganizations | Reorganization | |||||||||||||||||||||||
Growth Fund | Fund | Fund | Franchise Fund | are completed) | is completed) | |||||||||||||||||||||||
Investor | ||||||||||||||||||||||||||||
Class A | Class1 | Class A | Class A | 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 | % | None | 5.50 | % | 5.50 | % | 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 | None | None | None | None | |||||||||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||||||||||
Management Fees | 0.66 | % | 0.66 | % | 0.43 | % | 0.50 | % | 0.70 | % | 0.62 | % | 0.65 | % | ||||||||||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.17 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.24 | % | ||||||||||||||
Other Expenses | 0.64 | % | 0.64 | % | 0.38 | %2 | 0.44 | %2 | 0.36 | %2 | 0.37 | % | 0.44 | % | ||||||||||||||
Acquired Fund Fees and Expenses** | 0.01 | % | 0.01 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||||
Total Annual Fund Operating Expenses | 1.56 | % | 1.48 | % | 1.06 | %2 | 1.19 | %2 | 1.31 | %2 | 1.24 | % | 1.33 | % | ||||||||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.00 | % | 0.02 | %3 | 0.00 | % | 0.19 | %4 | 0.00 | % | ||||||||||||||
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement | 1.56 | % | 1.48 | % | 1.06 | %2 | 1.17 | %2 | 1.31 | %2 | 1.05 | % | 1.33 | % | ||||||||||||||
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Current | Combined Pro Forma | |||||||||||||||||||||||
Target Funds | Acquiring Fund | |||||||||||||||||||||||
Large Cap | ||||||||||||||||||||||||
Target Funds | Growth Fund | |||||||||||||||||||||||
+ | + | |||||||||||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||||||||||
Large Cap | Capital | (assumes all three | (assumes only one | |||||||||||||||||||||
Growth | Growth | Enterprise | American | Reorganizations | Reorganization is | |||||||||||||||||||
Fund | Fund | Fund | Franchise Fund | are completed) | completed) | |||||||||||||||||||
Class B | Class B | Class B | 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 | 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 | % | 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 | 0.66 | % | 0.43 | % | 0.50 | % | 0.70 | % | 0.62 | % | 0.65 | % | ||||||||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 0.38 | % | 1.00 | % | 1.00 | % | 0.59 | %5 | 1.00 | % | ||||||||||||
Other Expenses | 0.64 | % | 0.38 | %2 | 0.44 | %2 | 0.36 | %2 | 0.37 | % | 0.44 | % | ||||||||||||
Acquired Fund Fees and Expenses** | 0.01 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||
Total Annual Fund Operating Expenses | 2.31 | % | 1.19 | %2 | 1.94 | %2 | 2.06 | %2 | 1.58 | % | 2.09 | % | ||||||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.02 | %3 | 0.00 | % | 0.36 | %4 | 0.00 | % | ||||||||||||
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement | 2.31 | % | 1.19 | %2 | 1.92 | %2 | 2.06 | %2 | 1.22 | % | 2.09 | % | ||||||||||||
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Current | Combined Pro Forma | |||||||||||||||||||||||
Target Funds | Acquiring Fund | |||||||||||||||||||||||
Large Cap | ||||||||||||||||||||||||
Target Funds | Growth Fund | |||||||||||||||||||||||
+ | + | |||||||||||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||||||||||
Large Cap | Capital | (assumes all three | (assumes only one | |||||||||||||||||||||
Growth | Growth | Enterprise | American | Reorganizations | Reorganization is | |||||||||||||||||||
Fund | Fund | Fund | Franchise Fund | are completed) | completed) | |||||||||||||||||||
Class C | Class C | Class C | 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 | 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 | % | 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 | 0.66 | % | 0.43 | % | 0.50 | % | 0.70 | % | 0.62 | % | 0.65 | % | ||||||||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 0.88 | % | 0.99 | % | 0.97 | % | ||||||||||||
Other Expenses | 0.64 | % | 0.38 | %2 | 0.44 | %2 | 0.36 | %2 | 0.37 | % | 0.44 | % | ||||||||||||
Acquired Fund Fees and Expenses** | 0.01 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||
Total Annual Fund Operating Expenses | 2.31 | % | 1.81 | %2 | 1.94 | %2 | 1.94 | %2 | 1.98 | % | 2.06 | % | ||||||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.02 | %3 | 0.00 | % | 0.19 | %4 | 0.00 | % | ||||||||||||
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement | 2.31 | % | 1.81 | %2 | 1.92 | %2 | 1.94 | %2 | 1.79 | % | 2.06 | % | ||||||||||||
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Current | Combined Pro Forma | |||||||||||||||||||
Target Funds | Acquiring Fund | |||||||||||||||||||
Large Cap | ||||||||||||||||||||
Target Funds | Growth Fund | |||||||||||||||||||
+ | + | |||||||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||||||
Large Cap | Capital | (assumes all three | (assumes only one | |||||||||||||||||
Growth | Growth | American | Reorganizations | Reorganization is | ||||||||||||||||
Fund | Fund | Franchise Fund | are completed) | completed) | ||||||||||||||||
Class R | Class R | 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 | None | None | |||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | None | None | |||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||
Management Fees | 0.66 | % | 0.43 | % | 0.70 | % | 0.62 | % | 0.65 | % | ||||||||||
Distribution and Service (12b-1) Fees | 0.50 | % | 0.50 | % | 0.50 | % | 0.50 | % | 0.50 | % | ||||||||||
Other Expenses | 0.64 | % | 0.38 | %2 | 0.36 | %2 | 0.37 | % | 0.44 | % | ||||||||||
Acquired Fund Fees and Expenses** | 0.01 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||
Total Annual Fund Operating Expenses | 1.81 | % | 1.31 | %2 | 1.56 | %2 | 1.49 | % | 1.59 | % | ||||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.00 | % | 0.19 | %4 | 0.00 | % | ||||||||||
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement | 1.81 | % | 1.31 | %2 | 1.56 | %2 | 1.30 | % | 1.59 | % | ||||||||||
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Current | Combined Pro Forma | |||||||||||||||||||||||
Target Funds | Acquiring Fund | |||||||||||||||||||||||
Large Cap | ||||||||||||||||||||||||
Target Funds | Growth Fund | |||||||||||||||||||||||
+ | + | |||||||||||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||||||||||
Large Cap | Capital | (assumes all three | (assumes only one | |||||||||||||||||||||
Growth | Growth | Enterprise | American | Reorganizations | Reorganization is | |||||||||||||||||||
Fund | Fund | Fund | Franchise Fund | are completed) | completed) | |||||||||||||||||||
Class Y | Class Y | Class Y | 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 | None | None | None | ||||||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | None | None | None | ||||||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||||||
Management Fees | 0.66 | % | 0.43 | % | 0.50 | % | 0.70 | % | 0.62 | % | 0.65 | % | ||||||||||||
Distribution and Service (12b-1) Fees | None | None | None | None | None | None | ||||||||||||||||||
Other Expenses | 0.64 | % | 0.38 | %2 | 0.44 | %2 | 0.36 | %2 | 0.37 | % | 0.44 | % | ||||||||||||
Acquired Fund Fees and Expenses** | 0.01 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||
Total Annual Fund Operating Expenses | 1.31 | % | 0.81 | %2 | 0.94 | %2 | 1.06 | %2 | 0.99 | % | 1.09 | % | ||||||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.02 | %3 | 0.00 | % | 0.19 | %4 | 0.00 | % | ||||||||||||
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement | 1.31 | % | 0.81 | %2 | 0.92 | %2 | 1.06 | %2 | 0.80 | % | 1.09 | % | ||||||||||||
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Current | Combined Pro Forma | |||||||||||||||||||
Target Funds | Acquiring Fund | |||||||||||||||||||
Large Cap | ||||||||||||||||||||
Target Funds | Growth Fund | |||||||||||||||||||
+ | + | |||||||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||||||
Large Cap | Capital | (assumes all three | (assumes only one | |||||||||||||||||
Growth | Growth | American | Reorganizations | Reorganization is | ||||||||||||||||
Fund | Fund | Franchise Fund | are completed) | completed) | ||||||||||||||||
Institutional | Institutional | Institutional | Institutional | Institutional | ||||||||||||||||
Class | Class | 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 | None | None | |||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | None | None | |||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||
Management Fees | 0.66 | % | 0.43 | % | 0.70 | % | 0.62 | % | 0.65 | % | ||||||||||
Distribution and Service (12b-1) Fees | None | None | None | None | None | |||||||||||||||
Other Expenses | 0.10 | % | 0.11 | %2 | 0.21 | % | 0.09 | % | 0.10 | % | ||||||||||
Acquired Fund Fees and Expenses** | 0.01 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||
Total Annual Fund Operating Expenses | 0.77 | % | 0.54 | %2 | 0.91 | % | 0.71 | % | 0.75 | % | ||||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.00 | % | 0.19 | %4 | 0.00 | % | ||||||||||
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement | 0.77 | % | 0.54 | %2 | 0.91 | % | 0.52 | % | 0.75 | % | ||||||||||
* | Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in the Funds’ current prospectuses) of the Large Cap Growth Fund (October 31, 2009), Capital Growth Fund (June 30, 2010), Enterprise Fund (December 31, 2009) and for the Acquiring Fund (August 31, 2010). Pro forma numbers are estimated as if the Reorganization had been completed as of September 1, 2009 and do not include the estimated costs of the Reorganization. The estimated Reorganization costs that the Large Cap Growth Fund will bear are $900,000. Invesco Advisers estimates that shareholders of the Large Cap Growth Fund will recoup these costs through reduced expenses in 7 months or less. The Capital Growth Fund and Enterprise Fund are 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. | |
** | Unless otherwise indicated, Acquired Fund Fees and Expenses are less than 0.01%. | |
1. | Investor Class Shareholders will be issued Class A shares as part of the Reorganization. | |
2. | Based on estimated amounts for the current fiscal year. | |
3. | Invesco Advisers, the Funds’ investment adviser, has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) of the Enterprise Fund’s Class A shares to 1.17%, Class B shares to 1.92%, Class C shares to 1.92% and Class Y shares to 0.92% 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 numbers 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 (collectively, “Excluded Expenses”). Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. | |
4. | Provided that all of the Reorganizations are completed, the Adviser 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 the Acquiring Fund’s Class A shares to 1.05%, Class B shares to 1.80%, Class C shares to 1.80%, Class R shares to 1.30% of average daily net assets, Class Y shares to 0.80% of average daily net assets and Institutional Class shares to 0.80% of average daily net assets. In |
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determining the Adviser’s obligation to waive advisory fees and/or reimburse expenses, Excluded 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. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2013. | ||
5. | Effective upon the closing of the Reorganization and provided that all of the Reorganizations are completed, the Acquiring Fund’s distributor has agreed that through at least June 30, 2013 to waive 12b-1 fees for Class B shares to the extent necessary to limit 12b-1 fees to 0.42% of the Acquiring Fund’s average daily net assets. |
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One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Large Cap Growth Fund — Class A | $ | 700 | $ | 1,016 | $ | 1,353 | $ | 2,304 | ||||||||
Large Cap Growth Fund — Investor Class1 | $ | 151 | $ | 468 | $ | 808 | $ | 1,768 | ||||||||
Capital Growth Fund — Class A | $ | 652 | $ | 869 | $ | 1,103 | $ | 1,773 | ||||||||
Enterprise Fund — Class A | $ | 663 | $ | 903 | $ | 1,165 | $ | 1,190 | ||||||||
Acquiring Fund —Class A | $ | 676 | $ | 942 | $ | 1,229 | $ | 2,042 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class A (assuming all three Reorganizations are completed) | $ | 651 | $ | 885 | $ | 1,158 | $ | 1,935 | ||||||||
Combined Pro forma Large Cap Growth Fund + Acquiring Fund — Class A (assuming only one Reorganization is completed) | $ | 678 | $ | 948 | $ | 1,239 | $ | 2,063 | ||||||||
Large Cap Growth Fund — Class B | $ | 734 | $ | 1,021 | $ | 1,435 | $ | 2,458 | ||||||||
Large Cap Growth Fund — Class B (if you did not redeem your shares) | $ | 234 | $ | 721 | $ | 1,235 | $ | 2,458 | ||||||||
Capital Growth Fund — Class B | $ | 621 | $ | 678 | $ | 854 | $ | 1,407 | ||||||||
Capital Growth Fund — Class B (if you did not redeem your shares) | $ | 121 | $ | 378 | $ | 654 | $ | 1,407 | ||||||||
Enterprise Fund — Class B | $ | 695 | $ | 905 | $ | 1,243 | $ | 2,066 | ||||||||
Enterprise Fund — Class B (if you did not redeem your shares) | $ | 195 | $ | 605 | $ | 1,043 | $ | 2,066 | ||||||||
Acquiring Fund — Class B | $ | 709 | $ | 946 | $ | 1,308 | $ | 2,197 | ||||||||
Acquiring Fund — Class B (if you did not redeem your shares) | $ | 209 | $ | 646 | $ | 1,108 | $ | 2,197 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class B (assuming all three Reorganizations are completed) | $ | 624 | $ | 726 | $ | 991 | $ | 1,724 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class B (assuming all three Reorganizations are completed) (if you did not redeem your shares) | $ | 124 | $ | 426 | $ | 791 | $ | 1,724 | ||||||||
Combined Pro forma Large Cap Growth Fund + Acquiring Fund — Class B (assuming only one Reorganization is completed) | $ | 712 | $ | 955 | $ | 1,324 | $ | 2,227 | ||||||||
Combined Pro forma Large Cap Growth Fund + Acquiring Fund — Class B (assuming only one Reorganization is completed) (if you did not redeem your shares) | $ | 212 | $ | 655 | $ | 1,124 | $ | 2,227 | ||||||||
Large Cap Growth Fund — Class C | $ | 334 | $ | 721 | $ | 1,235 | $ | 2,646 | ||||||||
Large Cap Growth Fund — Class C (if you did not redeem your shares) | $ | 234 | $ | 721 | $ | 1,235 | $ | 2,646 | ||||||||
Capital Growth Fund — Class C | $ | 284 | $ | 569 | $ | 980 | $ | 2,127 | ||||||||
Capital Growth Fund — Class C (if you did not redeem your shares) | $ | 184 | $ | 569 | $ | 980 | $ | 2,127 | ||||||||
Enterprise Fund — Class C | $ | 295 | $ | 605 | $ | 1,043 | $ | 2,261 | ||||||||
Enterprise Fund — Class C (if you did not redeem your shares) | $ | 195 | $ | 605 | $ | 1,043 | $ | 2,261 | ||||||||
Acquiring Fund — Class C | $ | 297 | $ | 609 | $ | 1,047 | $ | 2,264 | ||||||||
Acquiring Fund — Class C (if you did not redeem your shares) | $ | 197 | $ | 609 | $ | 1,047 | $ | 2,264 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class C (assuming all three Reorganizations are completed) | $ | 282 | $ | 584 | $ | 1,031 | $ | 2,275 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class C (assuming all three Reorganizations are completed) (if you did not redeem your shares) | $ | 182 | $ | 584 | $ | 1,031 | $ | 2,275 | ||||||||
Combined Pro forma Large Cap Growth Fund + Acquiring Fund — Class C (assuming only one Reorganization is completed) | $ | 309 | $ | 646 | $ | 1,108 | $ | 2,390 |
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One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Combined Pro forma Large Cap Growth Fund + Acquiring Fund — Class C (assuming only one Reorganization is completed) (if you did not redeem your shares) | $ | 209 | $ | 646 | $ | 1,108 | $ | 2,390 | ||||||||
Large Cap Growth Fund — Class R | $ | 184 | $ | 569 | $ | 980 | $ | 2,127 | ||||||||
Capital Growth Fund — Class R | $ | 133 | $ | 415 | $ | 718 | $ | 1,579 | ||||||||
Acquiring Fund — Class R | $ | 159 | $ | 493 | $ | 850 | $ | 1,856 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class R (assuming all three Reorganizations are completed) | $ | 132 | $ | 433 | $ | 776 | $ | 1,746 | ||||||||
Combined Pro forma Large Cap Growth Fund + Acquiring Fund — Class R (assuming only one Reorganization is completed) | $ | 162 | $ | 502 | $ | 866 | $ | 1,889 | ||||||||
Large Cap Growth Fund — Class Y | $ | 133 | $ | 415 | $ | 718 | $ | 1,579 | ||||||||
Capital Growth Fund — Class Y | $ | 83 | $ | 259 | $ | 450 | $ | 1,002 | ||||||||
Enterprise Fund — Class Y | $ | 94 | $ | 295 | $ | 516 | $ | 1,151 | ||||||||
Acquiring Fund — Class Y | $ | 108 | $ | 337 | $ | 585 | $ | 1,294 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Class Y (assuming all three Reorganizations are completed) | $ | 82 | $ | 276 | $ | 509 | $ | 1,177 | ||||||||
Combined Pro forma Large Cap Growth Fund + Acquiring Fund — Class Y (assuming only one Reorganization is completed) | $ | 111 | $ | 347 | $ | 601 | $ | 1,329 | ||||||||
Large Cap Growth Fund — Institutional Class | $ | 79 | $ | 246 | $ | 428 | $ | 954 | ||||||||
Capital Growth Fund — Institutional Class | $ | 55 | $ | 173 | $ | 302 | $ | 677 | ||||||||
Acquiring Fund — Institutional Class | $ | 93 | $ | 290 | $ | 504 | $ | 1,120 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund - Institutional Class (assuming all three Reorganizations are completed) | $ | 53 | $ | 188 | $ | 357 | $ | 846 | ||||||||
Combined Pro forma Large Cap Growth Fund + Acquiring Fund — Institutional Class (assuming only one Reorganization is completed) | $ | 77 | $ | 240 | $ | 417 | $ | 930 |
1. | Investor Class shareholders will receive Class A shares as part of the Reorganization. |
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10 Years or | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Acquiring Fund – Class A (inception date: June 23, 2005)1 | ||||||||||||
Return Before Taxes | 9.32 | % | 2.41 | % | 2.65 | % | ||||||
Return After Taxes on Distributions | 9.11 | % | 2.03 | % | 2.29 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 6.29 | % | 2.04 | % | 2.24 | % | ||||||
Large Cap Growth Fund – Class A (inception date: March 1, 1999) | ||||||||||||
Return Before Taxes | 3.28 | % | -0.45 | % | -6.44 | % | ||||||
Return After Taxes on Distributions | 3.25 | % | -0.46 | % | -6.44 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 2.16 | % | -0.38 | % | -5.19 | % | ||||||
Capital Growth Fund – Class A (inception date: July 22, 1969)2 | ||||||||||||
Return Before Taxes | 8.58 | % | 2.84 | % | -1.00 | % | ||||||
Return After Taxes on Distributions | 8.58 | % | 2.83 | % | -1.17 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 5.58 | % | 2.43 | % | -0.91 | % | ||||||
Enterprise Fund – Class A (inception date: January 7, 1954)3 | ||||||||||||
Return Before Taxes | 8.74 | % | 2.86 | % | -3.31 | % | ||||||
Return After Taxes on Distributions | 8.74 | % | 2.85 | % | -3.52 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 5.68 | % | 2.45 | % | -2.78 | % | ||||||
* | The above total return figures reflect the maximum front-end sales charge (load) of 5.50% applicable to Class A shares. | |
1. | The returns 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 Acquiring Fund on June 1, 2010. The returns 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. | |
2. | The returns 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 Capital Growth Fund on June 1, 2010. The returns for periods after June 1, 2010 are those of the Capital Growth Fund. The returns of the Capital Growth Fund are different from the predecessor fund as they had different expenses and sales charges. | |
3. | The returns 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 Enterprise Fund on June 1, 2010. The returns for periods after June 1, 2010 are those of the Enterprise Fund. The returns of the Enterprise 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 Asset Management Limited; | |
• | Invesco Australia Limited; | |
• | Invesco Trimark Ltd. |
• | Invesco Hong Kong Limited; | |
• | Invesco Asset Management (Japan) Limited; | |
• | Invesco Senior Secured Management, Inc.; and |
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Principal Risk | Funds Subject to Risk | |
Market Risk. Market risk is the possibility that the market values of securities owned by the Fund will decline. Investments in common stocks and other equity securities generally are affected by changes in the stock markets which fluctuate substantially over time, sometimes suddenly and sharply. 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. The Large Cap Growth Fund does not invest in convertible securities. | Acquiring Fund Target Funds | |
Foreign Risks. The risks of investing in securities of foreign issuers can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in financial reporting, differences in securities regulation and trading, and foreign taxation issues. The Capital Growth Fund and Enterprise Fund are also subject to emerging market issuer risk. | Acquiring Fund Target Funds | |
Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results. | Acquiring Fund Target Funds | |
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 Funds | |
Risks of Using Derivative Instruments. 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 transaction may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. | Acquiring Fund Capital Growth Fund Enterprise Fund | |
Exchange-Traded Funds (“ETFs”) 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. | Large Cap Growth Fund | |
Risks of Investing in REITs. Investing in REITs makes the Fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general and may involve duplication of management fees and certain other expenses. REITs may not be less diversified than other pools of securities, may have lower trading volumes and may be subject to more abrupt or erratic price movements than the overall securities markets. | Enterprise Fund |
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Corresponding Share | ||||||
Large Cap Growth Fund | Capital Growth Fund | Enterprise Fund | Class of Acquiring Fund | |||
Class A and Investor Class | Class A | Class A | Class A | |||
Class B | Class B | Class B | Class B | |||
Class C | Class C | Class C | Class C | |||
Class R | Class R | — | Class R | |||
Class Y | Class Y | Class Y | Class Y | |||
Institutional Class | 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; |
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• | 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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Large Cap | Capital | Enterprise | ||||||||||||||
Growth Fund | Growth Fund | Fund | Acquiring Fund | |||||||||||||
(000,000s) | (000,000s) | (000,000s) | (000,000s) | |||||||||||||
at 4/30/2010 | at 6/30/2010 | at 6/30/2010 | at 2/28/2010 | |||||||||||||
Aggregate capital loss carryovers on a tax basis (1) | $ | (105.4 | ) | $ | (559.4 | ) | $ | (248.7 | ) | $ | (101.5 | ) | ||||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | $ | 212.5 | $ | (203.6 | ) | $ | 91.7 | $ | 53.1 | |||||||
Aggregate Net Asset Value | $ | 1,321.1 | $ | 3,333.2 | $ | 770.5 | $ | 243.5 | ||||||||
Approximate annual limitation (2) | $ | 52.6 | N/A | $ | 30.7 | $ | 9.7 |
(1) | Includes realized gain, to the extent not offset by expiring capital loss carryovers, or loss for the current fiscal year determined on the basis of generally accepted accounting principles; excludes any excess capital loss carryovers that are anticipated to expire on or prior to Closing. | |
(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 | ||||||||||||
Costs to be Paid | ||||||||||||
Estimated Proxy | Estimated Total | by the Target | ||||||||||
Solicitation Costs | Reorganization Costs | Funds | ||||||||||
Large Cap Growth Fund | $ | 853,000 | $ | 900,000 | $ | 900,000 | ||||||
Capital Growth Fund | $ | 4,455,000 | $ | 4,500,000 | $ | 0 | ||||||
Enterprise Fund | $ | 881,000 | $ | 920,000 | $ | 0 |
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Acquiring | ||||||||||||||||||||||||
Large Cap | Capital | Enterprise | Pro Forma | Fund (pro | ||||||||||||||||||||
Growth Fund | Growth Fund | Fund | Acquiring Fund | Adjustments | forma) | |||||||||||||||||||
Net assets (all classes) | $ | 1,233,390,031 | $ | 3,505,300,634 | $ | 824,291,962 | $ | 237,668,310 | $ | (900,000 | )1 | $ | 5,799,750,937 | |||||||||||
Class A net assets | $ | 675,839,890 | $ | 2,990,522,495 | $ | 758,181,703 | $ | 184,828,933 | $ | 201,446,013 | 1,3 | $ | 4,810,819,034 | |||||||||||
Class A shares outstanding | 63,761,656 | 251,562,814 | 49,134,291 | 17,261,911 | 67,520,580 | 2,3 | 449,241,252 | |||||||||||||||||
Class A net asset value per share | $ | 10.60 | $ | 11.89 | $ | 15.43 | $ | 10.71 | $ | 10.71 | ||||||||||||||
Class B net assets | $ | 96,312,861 | $ | 301,935,682 | $ | 53,109,971 | $ | 24,271,139 | $ | (70,279 | )1 | $ | 475,559,374 | |||||||||||
Class B shares outstanding | 9,837,626 | 26,952,251 | 3,896,143 | 2,303,220 | 2,123,251 | 2 | 45,112,491 | |||||||||||||||||
Class B net asset value per share | $ | 9.79 | $ | 11.20 | $ | 13.63 | $ | 10.54 | $ | 10.54 | ||||||||||||||
Class C net assets | $ | 85,334,770 | $ | 129,248,608 | $ | 11,582,114 | $ | 25,732,489 | $ | (62,268 | )1 | $ | 251,835,713 | |||||||||||
Class C shares outstanding | 8,716,151 | 11,674,406 | 840,075 | 2,433,558 | 159,071 | 2 | 23,823,261 | |||||||||||||||||
Class C net asset value per share | $ | 9.79 | $ | 11.07 | $ | 13.79 | $ | 10.57 | $ | 10.57 | ||||||||||||||
Class Y net assets | $ | 9,756,520 | $ | 45,551,838 | $ | 1,418,174 | $ | 2,835,749 | $ | (7,119 | )1 | $ | 59,555,162 | |||||||||||
Class Y shares outstanding | 919,496 | 3,790,198 | 91,394 | 263,798 | 475,689 | 2 | 5,540,575 | |||||||||||||||||
Class Y net asset value per share | $ | 10.61 | $ | 12.02 | $ | 15.52 | $ | 10.75 | $ | 10.75 | ||||||||||||||
Class R net assets | $ | 12,068,673 | $ | 2,823,852 | — | — | $ | (8,806 | )1 | $ | 14,883,719 | |||||||||||||
Class R shares outstanding | 1,156,997 | 239,555 | — | — | (6,914 | )2,4 | 1,389,638 | |||||||||||||||||
Class R net asset value per share | $ | 10.43 | $ | 11.79 | — | — | $ | 10.71 | ||||||||||||||||
Investor Class net assets | $ | 202,086,634 | — | — | — | $ | (202,086,634 | )1,3 | — | |||||||||||||||
Investor Class shares outstanding | 18,917,775 | — | — | — | (18,917,775 | )2,3 | — | |||||||||||||||||
Investor Class net asset value per share | $ | 10.68 | — | — | — | — |
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Acquiring | ||||||||||||||||||||||||
Large Cap | Capital | Enterprise | Pro Forma | Fund (pro | ||||||||||||||||||||
Growth Fund | Growth Fund | Fund | Acquiring Fund | Adjustments | forma) | |||||||||||||||||||
Institutional Class net assets | $ | 151,990,683 | $ | 35,218,159 | — | — | $ | (110,907 | )1 | $ | 187,097,935 | |||||||||||||
Institutional Class shares outstanding | 13,876,458 | 2,927,598 | — | — | 596,438 | 2,4 | 17,400,494 | |||||||||||||||||
Institutional Class net asset value per share | $ | 10.95 | $ | 12.03 | — | — | $ | 10.75 |
1. | Invesco Advisers will bear 100% of the Reorganization expenses of the Capital Growth Fund and Enterprise Fund. As a result, there are no pro forma adjustments to net assets for these Reorganizations. For the Reorganization of the Large Cap Growth Fund, pro forma net assets have been adjusted for the allocated portion of the Target Fund’s 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 the Large Cap Growth Fund. | |
2. | Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of the Target Funds’ shareholder accounts based on the relative value of the Target Funds’ and the Acquiring Fund’s net asset value per share. | |
3. | Holders of Investor Class shares of the Large Cap Growth Fund will receive Class A shares of the Acquiring Fund upon closing of the Reorganization. | |
4. | As of September 30, 2010, Class R and Institutional Class of the Acquiring Fund did not exist. Class R shares of the Acquiring Fund will commence operations at the net asset value per share of the Acquiring Fund’s Class A shares. Therefore, the net asset value per share shown for Class R shares of the Acquiring Fund in the table above is that of Acquiring Fund’s Class A shares. Institutional Class shares of the Acquiring Fund will commence operations at the net asset value per share of the 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 Acquiring Fund’s Class Y shares. |
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Target Fund/Share Classes | Number of Shares Outstanding | |
A-1
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Number of | Percent Owned of | |||||||||||||||
Name and Address | Fund | Class of Shares | Shares Owned | Record* | ||||||||||||
Name and Address | _____ | % |
* | The Target Trusts have 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* | ||||||||||||
Name and Address | _____ | % |
* | The Acquiring Trust has no knowledge of whether all or any portion of the shares owned of record are also owned beneficially. |
C-1
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Table of Contents
1. | DESCRIPTION OF THE REORGANIZATIONS |
Table of Contents
-2-
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2. | VALUATION |
3. | CLOSING AND CLOSING DATE |
-3-
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-4-
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4. | REPRESENTATIONS AND WARRANTIES |
-5-
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-6-
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-7-
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-8-
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5. | COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND |
-10-
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-11-
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6. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND |
7. | CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND |
-12-
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8. | FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE TARGET FUND |
-14-
Table of Contents
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 | Ratio of | |||||||||||||||||||||||||||||||||||||||||||||||
expenses to | expenses to | |||||||||||||||||||||||||||||||||||||||||||||||
Net assets, | average net | average net | Ratio of net | |||||||||||||||||||||||||||||||||||||||||||||
Net asset | Net | Net gains (losses) | Dividends | end of | assets with fee | assets without | investment | |||||||||||||||||||||||||||||||||||||||||
value, | investment | on securities | Total from | from net | Net asset | period | waivers and/or | fee waivers | income (loss) | |||||||||||||||||||||||||||||||||||||||
beginning of | income | (both realized | investment | investment | value, end | Total | (000s | expenses | and/or expenses | to average | Portfolio | |||||||||||||||||||||||||||||||||||||
period | (loss)(a) | and unrealized) | operations | income | of period | Return(b) | omitted) | absorbed(c) | absorbed(c) | net assets(c) | Turnover(d) | |||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | $9.42 | $(0.00 | ) | $1.38 | $1.38 | $(0.02 | ) | $10.78 | 14.62 | % | $729,442 | 1.41 | % | 1.41 | % | (0.13 | )% | 17 | % | |||||||||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 8.75 | (0.04 | ) | 1.28 | 1.24 | — | 9.99 | 14.17 | 112,495 | 2.16 | 2.16 | (0.88 | ) | 17 | ||||||||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 8.75 | (0.04 | ) | 1.28 | 1.24 | — | 9.99 | 14.17 | 92,520 | 2.16 | 2.16 | (0.88 | ) | 17 | ||||||||||||||||||||||||||||||||||
Class R | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 9.28 | (0.02 | ) | 1.36 | 1.34 | — | 10.62 | 14.44 | 11,719 | 1.66 | 1.66 | (0.38 | ) | 17 | ||||||||||||||||||||||||||||||||||
Class Y | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 9.43 | 0.01 | 1.38 | 1.39 | (0.04 | ) | 10.78 | 14.75 | 11,797 | 1.16 | 1.16 | 0.12 | 17 | |||||||||||||||||||||||||||||||||||
Investor Class | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 9.49 | (0.00 | ) | 1.39 | 1.39 | (0.02 | ) | 10.86 | 14.70 | 219,177 | 1.35 | 1.35 | (0.07 | ) | 17 | |||||||||||||||||||||||||||||||||
Institutional Class | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 04/30/10 | 9.72 | 0.03 | 1.43 | 1.46 | (0.07 | ) | 11.11 | 15.08 | 143,986 | 0.74 | 0.74 | 0.54 | 17 |
(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 $718,172, $121,646, $92,246, $11,327, $10,209, $213,935 and $142,021 for Class A, Class B, Class C, Class R, Class Y, Investor Class 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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Ratio of net | ||||||||||||||||||||||||||||||||||||||||
Net asset | Net | Net assets, | Ratio of | investment | ||||||||||||||||||||||||||||||||||||
value, | investment | Net realized and | Total from | Net asset | end of | expenses to | income (loss) | |||||||||||||||||||||||||||||||||
beginning of | income | unrealized gain | investment | value, end | Total | period (in | average net | to average | Portfolio | |||||||||||||||||||||||||||||||
period | (loss)(a) | (loss) | operations | of period | Return(b)* | millions) | assets(c) | net assets(c) | Turnover* | |||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | $ | 14.56 | $ | (0.04 | ) | $ | (0.56 | ) | $ | (0.60 | ) | $ | 13.96 | (4.19 | )% | $ | 706.6 | 1.09 | % | (0.59 | )% | 55 | % | |||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | 12.94 | (0.09 | ) | (0.50 | ) | (0.59 | ) | 12.35 | (4.64 | ) | 52.0 | 1.84 | (1.34 | ) | 55 | |||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | 13.08 | (0.09 | ) | (0.49 | ) | (0.58 | ) | 12.50 | (4.59 | ) | 10.8 | 1.84 | (1.33 | ) | 55 | |||||||||||||||||||||||||
Class Y^ | ||||||||||||||||||||||||||||||||||||||||
Six months ended 06/30/10 | 14.62 | (0.02 | ) | (0.57 | ) | (0.59 | ) | 14.03 | (4.10 | ) | 1.1 | 0.84 | (0.34 | ) | 55 |
(a) | Based on average shares outstanding. | |
(b) | Assumes reinvestment of all distributions for the period and does not include payment of the maximum Class A sales charge of 5.50% or contingent deferred sales charge (CDSC) on Class A Shares, Class B Shares or Class C Shares. For Class A shares purchased prior to June 1, 2010, the maximum sales charge was 5.75%. On purchases of $1 million or more of Class A Shares, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. Class B Shares are subject to a maximum CDSC of 5% charged on certain redemptions made within one year of purchase and declining to 0% after the fifth year. For shares purchased on or after June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the seventh year. Class C Shares are subject to a maximum CDSC of 1% charged on certain redemptions made within one year of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fees of up to 0.25% for Class A Shares, up to 1% for Class B Shares and Class C Shares and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. | |
(c) | Ratios are based on average daily net assets (000’s omitted) of $774,858, $60,470, $11,913 and $959 for Class A, Class B, Class C and Class Y shares, respectively. | |
* | Non-Annualized | |
^ | On June 1, 2010, the Fund’s former Class I shares were reorganized into Class Y shares. |
E-2
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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
Table of Contents
AIM Funds Group (Invesco Funds Group)
Houston, Texas 77046
(800) 959-4246
To Be Held on April 14, 2011
Target Funds | Acquiring Fund | |
Invesco Balanced Fund | Invesco Van Kampen Equity and Income Fund | |
Invesco Basic Balanced Fund |
Mr. Philip Taylor
President and Principal Executive Officer
Table of Contents
(Invesco Counselor Series Trust)
(Invesco Funds Group)
Houston, Texas 77046
(800) 959-4246
_____________, 2011
Table of Contents
• | Prospectuses for the Target Funds and the Acquiring Fund; | ||
• | Annual and semi-annual reports to shareholders of the Target Funds and the Acquiring Fund; and | ||
• | Statements of Additional Information (“SAIs”) for the Target Funds and the Acquiring Fund. |
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E-1 |
ii
Table of Contents
4
Table of Contents
Balanced Fund | Acquiring Fund | |
The Fund’s investment objective is to provide capital growth with reasonable current income. Basic Balanced Fund The Fund’s investment objective is long-term growth of capital and, secondarily, current income. | The Fund’s investment objective is to seek the highest possible income consistent with safety of principal. Long-term growth of capital is an important secondary investment objective. |
5
Table of Contents
Current | Combined Pro Forma | |||||||||||||||||||||||
Target Funds | Acquiring Fund | |||||||||||||||||||||||
Invesco Balanced | ||||||||||||||||||||||||
Fund | ||||||||||||||||||||||||
Target Funds + | + | |||||||||||||||||||||||
Invesco | Invesco Van | Acquiring Fund | Acquiring Fund | |||||||||||||||||||||
Invesco | Basic | Kampen Equity | (assumes both | (assumes only one | ||||||||||||||||||||
Balanced | Invesco Basic | Balanced | and Income | Reorganizations | Reorganization is | |||||||||||||||||||
Fund | Balanced Fund | Fund | Fund | are completed) | completed) | |||||||||||||||||||
Investor | ||||||||||||||||||||||||
Class A | Class A | Class2 | 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 | % | None | 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 | None | None | None | ||||||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||||||
Management Fees | 0.52 | % | 0.54 | % | 0.54 | % | 0.35 | % | 0.35 | % | 0.35 | % | ||||||||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | ||||||||||||
Other Expenses | 0.31 | %1 | 0.53 | % | 0.53 | % | 0.18 | %1 | 0.19 | % | 0.18 | % | ||||||||||||
Acquired Fund Fees and Expenses** | 0.00 | % | 0.01 | % | 0.01 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||
Total Annual Fund Operating Expenses | 1.08 | %1 | 1.33 | % | 1.33 | % | 0.78 | %1 | 0.79 | % | 0.78 | % |
Current | Combined Pro Forma | |||||||||||||||||||
Acquiring | ||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||
Invesco Basic | ||||||||||||||||||||
Balanced Fund | ||||||||||||||||||||
Target Funds + | + | |||||||||||||||||||
Invesco Van | Acquiring Fund | Acquiring Fund | ||||||||||||||||||
Invesco | Invesco Basic | Kampen | (assumes both | (assumes only one | ||||||||||||||||
Balanced | Balanced | Equity and | Reorganizations are | Reorganization is | ||||||||||||||||
Fund | Fund | Income Fund | completed) | completed) | ||||||||||||||||
Class B | Class B | 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 | 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 | % | 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 | 0.52 | % | 0.54 | % | 0.35 | % | 0.35 | % | 0.35 | % | ||||||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 0.38 | % | 0.42 | %3 | 0.41 | % | ||||||||||
Other Expenses | 0.31 | %1 | 0.53 | % | 0.18 | %1 | 0.19 | % | 0.19 | % | ||||||||||
Acquired Fund Fees and Expenses** | 0.00 | % | 0.01 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||
Total Annual Fund Operating Expenses | 1.83 | %1 | 2.08 | % | 0.91 | %1 | 0.96 | % | 0.93 | % |
6
Table of Contents
Current | Combined Pro Forma | |||||||||||||||||||
Acquiring | ||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||
Invesco Basic | ||||||||||||||||||||
Balanced Fund | ||||||||||||||||||||
Target Funds + | + | |||||||||||||||||||
Invesco Van | Acquiring Fund | Acquiring Fund | ||||||||||||||||||
Invesco | Invesco Basic | Kampen | (assumes both | (assumes only one | ||||||||||||||||
Balanced | Balanced | Equity and | Reorganizations are | Reorganization is | ||||||||||||||||
Fund | Fund | Income Fund | completed) | completed) | ||||||||||||||||
Class B | Class B | Class B | Class B | Class B | ||||||||||||||||
Fee Waiver and/or Expense Reimbursement | 0.00 | % | 0.00 | % | 0.00 | % | 0.04 | %3 | 0.00 | % | ||||||||||
Total Annual Operating Expenses after Fee Waiver and/or Expense Reimbursements | 1.83 | % | 2.08 | % | 0.91 | % | 0.92 | % | 0.95 | % |
Current | Combined Pro Forma | |||||||||||||||||||
Acquiring | ||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||
Invesco Balanced | ||||||||||||||||||||
Fund | ||||||||||||||||||||
Invesco Van | Target Funds + | + | ||||||||||||||||||
Kampen | Acquiring Fund | Acquiring Fund | ||||||||||||||||||
Invesco | Equity and | (assumes both | (assumes only one | |||||||||||||||||
Balanced | Invesco Basic | Income | Reorganizations are | Reorganization is | ||||||||||||||||
Fund | Balanced Fund | Fund | completed) | completed) | ||||||||||||||||
Class C | Class C | 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 | 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 | % | 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 | 0.52 | % | 0.54 | % | 0.35 | % | 0.35 | % | 0.35 | % | ||||||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 0.99 | % | 0.99 | % | 0.99 | % | ||||||||||
Other Expenses | 0.31 | %1 | 0.53 | % | 0.18 | %1 | 0.19 | % | 0.18 | % | ||||||||||
Acquired Fund Fees and Expenses** | 0.00 | % | 0.01 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||
Total Annual Fund Operating Expenses | 1.83 | %1 | 2.08 | % | 1.52 | %1 | 1.53 | % | 1.52 | % |
Current | Combined Pro Forma | |||||||||||||||
Target Funds | Acquiring Fund | |||||||||||||||
Invesco Balanced | ||||||||||||||||
Fund | ||||||||||||||||
Target Funds + | + | |||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||
Invesco Van | (assumes both | (assumes only one | ||||||||||||||
Invesco Basic Balanced | Kampen Equity and | Reorganizations are | Reorganization is | |||||||||||||
Fund | Income Fund | completed) | completed) | |||||||||||||
Class R | 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 | None | ||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | None |
7
Table of Contents
Current | Combined Pro Forma | |||||||||||||||
Target Funds | Acquiring Fund | |||||||||||||||
Invesco Balanced | ||||||||||||||||
Fund | ||||||||||||||||
Target Funds + | + | |||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||
Invesco Van | (assumes both | (assumes only one | ||||||||||||||
Invesco Basic Balanced | Kampen Equity and | Reorganizations are | Reorganization is | |||||||||||||
Fund | Income Fund | completed) | completed) | |||||||||||||
Class R | Class R | Class R | Class R | |||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||
Management Fees | 0.54 | % | 0.35 | % | 0.35 | % | 0.35 | % | ||||||||
Distribution and Service (12b-1) Fees | 0.50 | % | 0.50 | % | 0.50 | % | 0.50 | % | ||||||||
Other Expenses | 0.53 | % | 0.18 | %1 | 0.19 | % | 0.18 | % | ||||||||
Acquired Fund Fees and Expenses** | 0.01 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||
Total Annual Fund Operating Expenses | 1.58 | % | 1.03 | %1 | 1.04 | % | 1.03 | % |
Current | Combined Pro Forma | |||||||||||||||||||
Acquiring | ||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||
Invesco Balanced | ||||||||||||||||||||
Fund | ||||||||||||||||||||
Target Funds + | + | |||||||||||||||||||
Invesco Van | Acquiring Fund | Acquiring Fund | ||||||||||||||||||
Invesco | Kampen | (assumes both | (assumes only one | |||||||||||||||||
Balanced | Invesco Basic | Equity and | Reorganizations are | Reorganization is | ||||||||||||||||
Fund | Balanced Fund | Income Fund | completed) | completed) | ||||||||||||||||
Class Y | Class Y | 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 | None | None | |||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | None | None | |||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||
Management Fees | 0.52 | % | 0.54 | % | 0.35 | % | 0.35 | % | 0.35 | % | ||||||||||
Distribution and Service (12b-1) Fees | None | None | None | None | None | |||||||||||||||
Other Expenses | 0.31 | %1 | 0.53 | % | 0.18 | %1 | 0.19 | % | 0.18 | % | ||||||||||
Acquired Fund Fees and Expenses** | 0.00 | % | 0.01 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||
Total Annual Fund Operating Expenses | 0.83 | %1 | 1.08 | % | 0.53 | %1 | 0.54 | % | 0.53 | % |
8
Table of Contents
Current | Combined Pro Forma | |||||||||||||||
Target Funds | Acquiring Fund | |||||||||||||||
Invesco Balanced | ||||||||||||||||
Fund | ||||||||||||||||
Target Funds + | + | |||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||
Invesco Van | (assumes both | (assumes only one | ||||||||||||||
Invesco Basic Balanced | Kampen Equity and | Reorganizations are | Reorganization is | |||||||||||||
Fund | Income Fund | completed) | completed) | |||||||||||||
Institutional | Institutional | Institutional | Institutional | |||||||||||||
Class | 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 | None | ||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | None | ||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||
Management Fees | 0.54 | % | 0.35 | % | 0.35 | % | 0.35 | % | ||||||||
Distribution and Service (12b-1) Fees | None | None | None | None | ||||||||||||
Other Expenses | 0.23 | % | 0.10 | %1 | 0.10 | % | 0.10 | % | ||||||||
Acquired Fund Fees and Expenses** | 0.01 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||
Total Fund Operating Expenses | 0.78 | % | 0.45 | %1 | 0.45 | % | 0.45 | % |
* | Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in a Fund’s current prospectus) of the Balanced Fund (January 31, 2010), the Basic Balanced Fund (December 31, 2009) and the Acquiring Fund (August 31, 2010). Pro forma numbers are estimated as if the Reorganizations had been completed as of September 1, 2009 and do not include the estimated costs of the Reorganizations. The estimated Reorganization costs that the Basic Balanced Fund will bear is $430,000. Invesco Advisers estimates that shareholders will recoup these costs through reduced expenses in 4 months or less. The Balanced Fund is not expected to bear any Reorganization costs. For more information on the costs of the Reorganizations to be borne by the Funds, see “Costs of the Reorganizations” below. | |
** | Unless otherwise indicated, Acquired Fund Fees and Expenses are less than 0.01%. | |
1. | Based on estimated amounts for the current fiscal year. | |
2. | Investor Class shareholders will be issued Class A shares as part of the Reorganization. | |
3. | Effective upon the closing of the Reorganization, Invesco Distributors has contractually agreed, through at least June 30, 2012, to reimburse expenses of all Class B shares to the extent necessary to limit Distribution and Service (12b-1) fees of Class B shares to 0.38% of average daily net assets. Unless the Board and Invesco Distributors mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012. |
9
Table of Contents
One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Invesco Balanced Fund — Class A | $ | 654 | $ | 875 | $ | 1,113 | $ | 1,795 | ||||||||
Invesco Basic Balanced Fund — Class A | $ | 678 | $ | 948 | $ | 1,239 | $ | 2,063 | ||||||||
Acquiring Fund — Class A | $ | 625 | $ | 785 | $ | 959 | $ | 1,463 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class A (assuming Reorganizations are completed) | $ | 625 | $ | 785 | $ | 959 | $ | 1,463 | ||||||||
Combined Pro forma Invesco Balanced Fund + Acquiring Fund — Class A (assuming only one Reorganization is completed) | $ | 625 | $ | 785 | $ | 959 | $ | 1,463 | ||||||||
Invesco Balanced Fund — Class B | $ | 686 | $ | 876 | $ | 1,190 | $ | 1,951 | ||||||||
Invesco Balanced Fund — Class B (if you did not redeem your shares) | $ | 186 | $ | 576 | $ | 990 | $ | 1,951 | ||||||||
Invesco Basic Balanced Fund — Class B | $ | 711 | $ | 952 | $ | 1,319 | $ | 2,219 | ||||||||
Invesco Basic Balanced Fund — Class B (if you did not redeem your shares) | $ | 211 | $ | 652 | $ | 1,119 | $ | 2,219 | ||||||||
Acquiring Fund — Class B | $ | 593 | $ | 590 | $ | 704 | $ | 1,083 | ||||||||
Acquiring Fund — Class B (if you did not redeem your shares) | $ | 93 | $ | 290 | $ | 504 | $ | 1,083 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class B (assuming Reorganizations are completed) | $ | 593 | $ | 599 | $ | 722 | $ | 1,114 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class B (assuming Reorganizations are completed) (if you did not redeem your shares) | $ | 93 | $ | 299 | $ | 522 | $ | 1,114 | ||||||||
Combined Pro forma Invesco Basic Balanced Fund + Acquiring Fund — Class B (assuming only one Reorganization is completed) | $ | 595 | $ | 596 | $ | 715 | $ | 1,100 | ||||||||
Combined Pro forma Invesco Basic Balanced Fund + Acquiring Fund — Class B (assuming only one Reorganization is completed) (if you did not redeem your shares) | $ | 95 | $ | 296 | $ | 515 | $ | 1,100 | ||||||||
Invesco Balanced Fund — Class C | $ | 286 | $ | 576 | $ | 990 | $ | 2,148 | ||||||||
Invesco Balanced Fund — Class C (if you did not redeem your shares) | $ | 186 | $ | 576 | $ | 990 | $ | 2,148 | ||||||||
Invesco Basic Balanced Fund — Class C | $ | 311 | $ | 652 | $ | 1,119 | $ | 2,410 | ||||||||
Invesco Basic Balanced Fund — Class C (if you did not redeem your shares) | $ | 211 | $ | 652 | $ | 1,119 | $ | 2,410 | ||||||||
Acquiring Fund — Class C | $ | 255 | $ | 480 | $ | 829 | $ | 1,813 | ||||||||
Acquiring Fund — Class C (if you did not redeem your shares) | $ | 155 | $ | 480 | $ | 829 | $ | 1,813 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class C (assuming Reorganization s are completed) | $ | 255 | $ | 480 | $ | 829 | $ | 1,813 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class C (assuming Reorganizations are completed) (if you did not redeem your shares) | $ | 155 | $ | 480 | $ | 829 | $ | 1,813 | ||||||||
Combined Pro forma Invesco Balanced Fund + Acquiring Fund — Class C (assuming only one Reorganization is completed) | $ | 254 | $ | 477 | $ | 824 | $ | 1,802 | ||||||||
Combined Pro forma Invesco Balanced Fund + Acquiring Fund — Class C (assuming only one Reorganization is completed) (if you did not redeem your shares) | $ | 154 | $ | 477 | $ | 824 | $ | 1,802 | ||||||||
Invesco Basic Balanced Fund — Class R | $ | 161 | $ | 499 | $ | 860 | $ | 1,878 | ||||||||
Acquiring Fund — Class R | $ | 105 | $ | 328 | $ | 569 | $ | 1,259 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class R (assuming Reorganizations are completed) | $ | 105 | $ | 328 | $ | 569 | $ | 1,259 | ||||||||
Combined Pro forma Invesco Balanced Fund + Acquiring Fund — Class R (assuming only one Reorganization is completed) | $ | 104 | $ | 325 | $ | 563 | $ | 1,248 |
10
Table of Contents
One | Three | Five | Ten | |||||||||||||
Fund/Class | Year | Years | Years | Years | ||||||||||||
Invesco Balanced Fund — Class Y | $ | 85 | $ | 265 | $ | 460 | $ | 1,025 | ||||||||
Invesco Basic Balanced Fund — Class Y | $ | 110 | $ | 343 | $ | 595 | $ | 1,317 | ||||||||
Acquiring Fund — Class Y | $ | 54 | $ | 170 | $ | 296 | $ | 665 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class Y (assuming Reorganizations are completed) | $ | 54 | $ | 170 | $ | 296 | $ | 665 | ||||||||
Combined Pro forma Invesco Balanced Fund + Acquiring Fund — Class Y (assuming only one Reorganization is completed) | $ | 53 | $ | 167 | $ | 291 | $ | 653 | ||||||||
Invesco Basic Balanced Fund — Investor Class1 | $ | 135 | $ | 421 | $ | 729 | $ | 1,601 | ||||||||
Acquiring Fund — Class A | $ | 625 | $ | 785 | $ | 959 | $ | 1,463 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class A (assuming both Reorganizations are completed) | $ | 625 | $ | 785 | $ | 959 | $ | 1,463 | ||||||||
Combined Pro forma Invesco Balanced Fund + Acquiring Fund — Class A (assuming only one Reorganization is completed) | $ | 625 | $ | 785 | $ | 959 | $ | 1,463 | ||||||||
Invesco Basic Balanced Fund — Institutional Class | $ | 80 | $ | 249 | $ | 433 | $ | 966 | ||||||||
Acquiring Fund — Institutional Class | $ | 46 | $ | 144 | $ | 252 | $ | 567 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Institutional Class (assuming both Reorganizations are completed) | $ | 45 | $ | 141 | $ | 246 | $ | 555 | ||||||||
Combined Pro forma Invesco Balanced Fund + Acquiring Fund — Institutional Class (assuming only one Reorganization is completed) | $ | 45 | $ | 141 | $ | 246 | $ | 555 |
1. | Investor Class shareholders will be issued Class A shares as part of the Reorganization. |
10 Years/ | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Acquiring Fund – Class A1 (inception date: 08/03/1960) | ||||||||||||
Return Before Taxes | 0.70 | % | 1.32 | % | 3.61 | % | ||||||
Return After Taxes on Distributions | 0.13 | % | 0.39 | % | 2.51 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | 0.51 | % | 0.89 | % | 2.67 | % |
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10 Years/ | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Invesco Balanced Fund – Class A2 (inception date: 07/28/1997) | �� | |||||||||||
Return Before Taxes | (0.24 | %) | 0.45 | % | 3.15 | % | ||||||
Return After Taxes on Distributions | (0.66 | %) | (0.44 | %) | 2.37 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | (0.10 | %) | 0.26 | % | 2.48 | % | ||||||
Invesco Basic Balanced Fund – Class A (inception date: 09/28/2001) | ||||||||||||
Return Before Taxes | (1.15 | %) | (1.77 | %) | 1.74 | % | ||||||
Return After Taxes on Distributions | (1.48 | %) | (2.36 | %) | 1.24 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | (0.71 | %) | (1.74 | %) | 1.30 | % |
* | 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 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. | |
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 Balanced Fund on June 1, 2010. The returns shown for periods after June 1, 2010 are those of the Balanced Fund. The returns of the Balanced Fund are different from the predecessor fund as they had different expenses and sales charges. |
• | Invesco Asset Management Deutschland GmbH; | ||
• | Invesco Asset Management Limited; | ||
• | Invesco Australia Limited; | ||
• | Invesco Trimark Ltd. | ||
• | Invesco Hong Kong Limited; | ||
• | Invesco Asset Management (Japan) Limited; | ||
• | Invesco Senior Secured Management, Inc.; and |
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Principal Risk | Funds Subject to Risk | |
Market Risk. Market risk is the possibility that the market values of securities owned by the Fund will decline. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. With respect to the Acquiring Fund, the securities of small- and medium-sized companies are subject to more abrupt or erratic market movements and may have lower trading volumes or more erratic trading than securities of larger companies or the market averages in general. Investments in debt securities generally are affected by changes in interest rates and the creditworthiness of the issuer. The prices of such securities tend to fall as interest rates rise, and such declines tend to be greater among 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 Funds | |
Fixed-Income Securities. Investments in fixed-income securities generally are affected by changes in interest rates and the creditworthiness of the issuer. The prices of such securities tend to fall as interest rates rise, and such declines tend to be greater among securities with longer maturities. The creditworthiness of the issuer may affect the issuer’s ability to make timely payments of interest and principal. | Acquiring Fund Balanced Fund | |
Lower Rated Fixed-Income Securities (Junk Bonds). The Fund’s investments in fixed-income securities rated lower than investment grade, or if unrated, of comparable quality as determined by the Adviser (commonly known as junk bonds) pose significant risks. The prices of junk bonds are likely to be more sensitive to adverse economic changes or individual corporate developments than higher rated securities and involve a greater risk of default. The secondary market for junk bonds may be less liquid than the market for higher quality securities. | Balanced Fund | |
Foreign Risks. The risks of investing in securities of foreign issuers can include fluctuations in foreign currencies, foreign currency exchange controls, political and | Acquiring Fund Target Funds |
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Principal Risk | Funds Subject to Risk | |
economic instability, differences in financial reporting, differences in securities regulation and trading, and foreign taxation issues. The Fund may also invest in issuers in developing or emerging market countries, which are subject to greater risks than investments in securities of issuers in developed countries. | ||
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 Funds | |
Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results. | Acquiring Fund Target Funds | |
Value Investing. The Fund emphasizes a value style of investing. The Fund’s investment style presents the risk that the valuations may never improve or that the returns on value securities may be less than the returns on other styles of investing or the overall stock market. Different types of stocks tend to shift in and out of favor depending on market and economic conditions. Thus, the value of the Fund’s investments will vary and at times may be lower or higher than that of other types of investments. | Acquiring Fund Basic Balanced Fund | |
Income Risk. The ability of the Fund’s equity securities to generate income generally depends on the earnings and the continuing declaration of dividends by the issuers of such securities. The interest income on debt securities generally is affected by prevailing interest rates, which can vary widely over the short- and long-term. If dividends are reduced or continued or interest rates drop, distributions to shareholders from the Fund may drop as well. | Acquiring Fund | |
Call Risk. If interest rates fall, it is possible that issuers of callable securities held by the Fund will call or prepay their securities before their maturity dates. In this event, the proceeds from the called securities would most likely be reinvested by the Fund in securities bearing the new, lower interest rates, resulting in a possible decline in the Fund’s income and distributions to shareholders and termination of any conversion option on convertible securities. | Acquiring Fund | |
Credit Risk. Credit risk refers to an issuer’s ability to make timely payments of interest and principal. Because the Fund generally invests only in investment grade-quality debt securities, it is subject to a lower level of credit risk than a fund investing in lower-quality securities. | Acquiring Fund | |
Risks of Investing in REITs. Investing in REITs makes the Fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general and may involve duplication of management fees and certain other expenses. In addition, REITs depend upon specialized management skills, may less diversified, may have lower trading volume, and may be subject to more abrupt or erratic price movements than the overall securities markets. | Acquiring Fund Balanced 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 certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. | Acquiring Fund | |
Mortgage-Backed Securities. Mortgage-backed securities are subject to prepayment risk, which includes the possibility that, as interest rates fall, securities with stated interest rates may have the principal prepaid earlier than expected, requiring the Fund to invest the proceeds at generally lower interest rates. The Fund may invest in mortgage pass-through securities that are issued or guaranteed by the U.S. Government. It is possible that these issuers will not have the funds to meet their payment obligations in the future. To the extent the Fund invests in mortgage securities offered by non-governmental issuers, such as commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers, the risks of investing in mortgage-backed securities may be enhanced. | Acquiring Fund Balanced Fund | |
CMOs. Because of the uncertainty of the cash flows, the market prices and yields of | Acquiring Fund |
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Principal Risk | Funds Subject to Risk | |
CMOs are more volatile and may increase or decrease in value substantially with changes in interest rates and/or the rates of prepayment. In addition, if the collateral securing CMOs or any third party guarantees are insufficient to make payments, the Fund could sustain a loss. | Balanced Fund | |
Asset-Backed Securities. Asset-backed securities have risk characteristics similar to mortgage-backed securities. Asset-backed securities also involve the risk that various federal and state consumer laws and other legal, regulatory and economic factors may result in the collateral backing the securities being insufficient to support payment on the securities. | Balanced Fund |
Balanced Fund | ||
Share Classes | Acquiring Fund Share Classes | |
A | A | |
B | B | |
C | C | |
Y | Y |
Basic Balanced Fund | ||
Share Classes | Acquiring Fund Share Classes | |
A | A | |
B | B |
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Basic Balanced Fund | ||
Share Classes | Acquiring Fund Share Classes | |
C | C | |
Y | Y | |
R | R | |
Investor | A | |
Institutional | Institutional |
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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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Basic Balanced | ||||||||||||
Balanced Fund | Fund | Acquiring Fund | ||||||||||
(000,000s) | (000,000s) | (000,000s) | ||||||||||
at 1/31/2010 | at 6/30/2010 | at 6/30/2010 | ||||||||||
Aggregate capital loss carryovers on a tax basis (1) | $ | (37.7 | ) | $ | (191.1 | ) | $ | (1,227.2 | ) | |||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | $ | (4.4 | ) | $ | (16.4 | ) | $ | (332.0 | ) | |||
Aggregate Net Asset Value | $ | 171.0 | $ | 583.1 | $ | 10,794.4 | ||||||
Approximate annual limitation (2) | $ | 6.8 | $ | 23.2 | 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 | ||||||||||
Invesco Balanced Fund | $ | 99,000 | $ | 140,000 | $ | 0 | ||||||
Invesco Basic Balanced Fund | $ | 391,000 | $ | 430,000 | $ | 430,000 |
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Invesco | ||||||||||||||||||||
Basic | ||||||||||||||||||||
Invesco | Balanced | Acquiring | Pro Forma | Acquiring Fund | ||||||||||||||||
Balanced Fund | Fund | Fund | Adjustments | (pro forma) | ||||||||||||||||
Net assets (all classes) | $ | 157,072,267 | $ | 606,473,017 | $ | 11,188,108,853 | $ | (430,000 | ) | $ | 11,951,224,137 | |||||||||
Class A net assets | $ | 80,283,235 | $ | 376,281,483 | $ | 7,914,363,744 | $ | 114,018,753 | 1 | $ | 8,484,947,215 | |||||||||
Class A shares outstanding | 6,589,801 | 36,589,676 | 996,060,646 | 28,569,303 | 2 | 1,067,809,426 | ||||||||||||||
Class A net asset value per share | $ | 12.18 | $ | 10.28 | $ | 7.95 | $ | 7.95 | ||||||||||||
Class B net assets | $ | 27,720,278 | $ | 47,294,644 | $ | 1,322,687,167 | $ | (33,533 | )1 | $ | 1,397,668,556 | |||||||||
Class B shares outstanding | 2,269,671 | 4,609,177 | 169,697,065 | 2,744,940 | 2 | 179,320,853 | ||||||||||||||
Class B net asset value per share | $ | 12.21 | $ | 10.26 | $ | 7.79 | $ | 7.79 | ||||||||||||
Class C net assets | $ | 48,832,747 | $ | 59,302,065 | $ | 1,262,548,201 | $ | (42,046 | )1 | $ | 1,370,640,967 | |||||||||
Class C shares outstanding | 4,000,153 | 5,776,394 | 161,149,091 | 4,032,315 | 2 | 174,957,953 | ||||||||||||||
Class C net asset value per share | $ | 12.21 | $ | 10.27 | $ | 7.83 | $ | 7.83 | ||||||||||||
Class R net assets | $ | — | $ | 7,041,105 | $ | 179,107,192 | $ | (4,992 | )1 | $ | 186,143,305 | |||||||||
Class R shares outstanding | — | 684,875 | 22,440,605 | 196,769 | 2 | 23,322,249 | ||||||||||||||
Class R net asset value per share | $ | — | $ | 10.28 | $ | 7.98 | $ | 7.98 | ||||||||||||
Class Y net assets | $ | 236,007 | $ | 1,754,275 | $ | 443,376,711 | $ | (1,244 | )1 | 445,365,749 | ||||||||||
Class Y shares outstanding | 19,400 | 170,597 | 55,792,195 | 60,237 | 2 | 56,042,429 | ||||||||||||||
Class Y net asset value per share | $ | 12.17 | $ | 10.28 | $ | 7.95 | 7.95 | |||||||||||||
Investor Class net assets | $ | — | $ | 114,366,631 | $ | — | $ | (114,366,631 | )1 | $ | — | |||||||||
Investor Class shares outstanding | — | 11,123,058 | 3 | — | (11,123,058 | )2, 3 | — | |||||||||||||
Investor Class net asset value per share | $ | — | $ | 10.28 | $ | — | $ | — | ||||||||||||
Institutional Class net assets | $ | — | $ | 432,814 | $ | 66,025,838 | $ | (307 | )1 | $ | 66,458,345 | |||||||||
Institutional Class shares outstanding | — | 42,135 | 8,308,075 | 12,259 | 2 | 8,362,469 | ||||||||||||||
Institutional Class net asset value per share | $ | — | $ | 10.27 | $ | 7.95 | $ | 7.95 |
1. | Pro forma net assets have been adjusted for the allocated portion of the Basic Balanced Fund’s 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 the Basic Balanced 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 Funds’ and the Acquiring Fund’s net asset value per share. | |
3. | Holders of Basic Balanced Fund Investor Class shares will receive Class A shares of the Acquiring Fund upon closing of the Reorganization. |
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Target Fund/Share Classes | Number of Shares Outstanding | |
A-1
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Number of | Percent Owned of | |||||||||||||||
Name and Address | Fund | Class of Shares | Shares Owned | Record* | ||||||||||||
Name and Address | _____ | % |
* | AIM Counselor Series Trust and AIM Funds Group have 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* | ||||||||||||
Name and Address | _____ | % |
* | AIM Counselor Series Trust has 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 |
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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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Less: | Ratio of net | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net asset | Distributions | Less: | Ratio of | investment | ||||||||||||||||||||||||||||||||||||||||||||||||
value, | Net | Net realized and | Total from | from net | Distributions | Net asset | Net assets, end | expenses to | income to | |||||||||||||||||||||||||||||||||||||||||||
beginning of | investment | unrealized | investment | investment | from net | Total | value, end of | of period (in | average net | average net | Portfolio | |||||||||||||||||||||||||||||||||||||||||
period | income | gain/loss | operations | income | realized gain | Distributions | the period | Total Return | millions) | assets | assets | Turnover | ||||||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 6/30/10 | $ | 7.79 | $ | 0.08 | (a) | $ | (0.43 | ) | $ | (0.35 | ) | $ | 0.08 | $ | -0- | $ | 0.08 | $ | 7.36 | (4.60 | )% (b)* | $ | 7,590.50 | 0.80 | %(c) | 1.95 | %(c) | 17 | %* | |||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 6/30/10 | 7.64 | 0.07 | (a) | (0.42 | ) | (0.35 | ) | 0.07 | -0- | 0.07 | 7.22 | (4.64 | )%(d)(e)* | 1,310.5 | 0.94 | %(e)(f) | 1.81 | %(e)(f) | 17 | %* | ||||||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 6/30/10 | 7.68 | 0.05 | (a) | (0.42 | ) | (0.37 | ) | 0.05 | -0- | 0.05 | 7.26 | (4.90 | )% (g)(e)* | 1,225.4 | 1.54 | %(e)(h) | 1.21 | %(e)(h) | 17 | %* | ||||||||||||||||||||||||||||||||
Class Y(m) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 6/30/10 | 7.79 | 0.09 | (a) | (0.44 | ) | (0.35 | ) | 0.08 | -0- | 0.08 | 7.36 | (4.48 | )%(k)* | 435.8 | 0.55 | %(l) | 2.20 | %(l) | 17 | %* | ||||||||||||||||||||||||||||||||
Class R | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 6/30/10 | 7.83 | 0.07 | (a) | (0.44 | ) | (0.37 | ) | 0.07 | -0- | 0.07 | 7.39 | (4.83 | )%(i)* | 168.5 | 1.05 | %(j) | 1.70 | %(j) | 17 | %* | ||||||||||||||||||||||||||||||||
Institutional Class | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 6/30/10 | 7.59 | 0.02 | (a) | (0.21 | ) | (0.19 | ) | 0.04 | — | — | 7.36 | (2.51 | )% (k)* | 63.7 | 0.37 | %(n) | 2.61 | %(n) | 17 | %(o) |
(a) | Based on average shares outstanding. | |
(b) | Assumes reinvestment of all distributions for the period and does not include payment of the maximum sales charge of 5.50% or contingent deferred sales charge (CDSC). For shares purchased prior to June 1, 2010, the maximum sales charge was 5.75%. On purchases of $1 million or more, a CDSC of 1% may be imposed on certain redemptions made within eighteen months of purchase. If the sales charges were included, total returns would be lower. These returns include combined Rule 12-1 fees and service fees of up to 0.25% and do not reflect the deduction of taxes that a shareholder would pay on Fund distribution or the redemption of Fund shares. | |
(c) | Ratios are based on average daily net assets (000s omitted) of $8,360,309. | |
(d) | Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 5.00%, charged on certain redemptions made within one year of purchase. For shares purchased prior to June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the sixth year. For shares purchased on or after June 1, 2010, the CDSC on Class B shares declines from 5% at the time of purchase to 0% at the beginning of the seventh year. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fee of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. | |
(e) | The Total Return, Ratio of Expenses to Average Net Assets and Ratio of Net Investment Income to Average Net Assets reflect action 12b-1 fees of less than 1%. | |
(f) | Ratios are based on average daily net assets (000s omitted) of $1,526,739. |
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(g) | Assumes reinvestment of all distributions for the period and does not include payment of the maximum CDSC of 1.00%, charged on certain redemptions made within one year of purchase. If the sales charge was included, total returns would be lower. These returns include combined Rule 12b-1 fees and service fee of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. | |
(h) | Ratios are based on average daily net assets (000s omitted) of $1,361,400. | |
(i) | Assumes reinvestment of all distributions for the period. These returns include combined Rule 12b-1 fees and service fee of up to 1% and do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. | |
(j) | Ratios are based on average daily net assets (000s omitted) of $179,152. | |
(k) | Assumes reinvestment of all distributions for the period. This return does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. | |
(l) | Ratios are based on average daily net assets (000s omitted) of $534,814. | |
(m) | On June 1, 2010, the Fund’s former Class I Shares were reorganized into Class Y Shares. | |
(n) | Ratios are based on average daily net assets (000s omitted) of $10. | |
(o) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. | |
* | Non-Annualized. |
Income from | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income from | Income from | Investment | Less dividends | Less dividends | Less dividends | |||||||||||||||||||||||||||||||||||||||||||||||||||
Investment | Investment | Operations: | and | and | and distributions | Ratios to | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net Asset | Operations: | Operations: | Total income | distributions | distributions | from: | Net assets, | Ratios to | average net | Ratios to | ||||||||||||||||||||||||||||||||||||||||||||||
Value, | Net | Net Realized | (loss) from | from: Net | from: | Total dividends | Net Asset | end of | average net | assets: Net | average net | Supplemental | ||||||||||||||||||||||||||||||||||||||||||||
Beginning | investment | and unrealized | investment | Investment | Net Realized | and | Value, end | Total | period | assets: Total | investment | assets: Rebate | data: Portfolio | |||||||||||||||||||||||||||||||||||||||||||
of Period | income(a) | gain (loss) | operations | Income | Gain | distributions | of period | Return(b) | (000’s) | expenses | income | from affiliates | turnover(d) | |||||||||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Seven months ended 08/31/10 | $ | 11.79 | $ | 0.09 | $ | (0.18 | ) | $ | (0.09 | ) | $ | (0.09 | ) | — | $ | (0.09 | ) | $ | 11.61 | (0.82 | )% | $ | 76,745 | 1.13 | %(c) | 1.33 | %(c) | — | 22 | %(d) | ||||||||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Seven months ended 08/31/10 | 11.81 | 0.04 | (0.18 | ) | (0.14 | ) | (0.04 | ) | — | (0.04 | ) | 11.63 | (1.20 | )% | 27,785 | 1.88 | %(e) | 0.58 | %(e) | — | 22 | % | ||||||||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Seven months ended 08/31/10 | 11.80 | 0.04 | (0.18 | ) | (0.14 | ) | (0.04 | ) | — | (0.04 | ) | 11.62 | (1.19 | )% | 47,272 | 1.88 | %(f) | 0.58 | %(f) | — | 22 | % | ||||||||||||||||||||||||||||||||||
Class Y | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Seven months ended 08/31/10 | 11.77 | 0.11 | (0.18 | ) | (0.07 | ) | (0.10 | ) | — | (0.10 | ) | 11.60 | (0.62 | )% | 197 | 0.88 | %(g) | 1.58 | %(g) | — | 22 | % |
(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 assets 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) | Rations are annualized and based on average daily net assets (000s omitted) of $79,552. | |
(d) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. | |
(e) | Rations are annualized and based on average daily net assets (000s omitted) of $34,694. | |
(f) | Rations are annualized and based on average daily net assets (000s omitted) of $51,042. | |
(g) | Rations are annualized and based on average daily net assets (000s omitted) of $211. |
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Ratio of expenses | Ratio of expenses | Ratio of net | ||||||||||||||||||||||||||||||||||||||||||||||
Net gains (losses) | Net assets, | to average net | to average net | investment | ||||||||||||||||||||||||||||||||||||||||||||
Net asset value, | on securities (both | Total from | Dividends from | Net asset | end of | assets with fee | assets without fee | income to | ||||||||||||||||||||||||||||||||||||||||
beginning of | Net investment | realized and | investment | net investment | value, end of | Total | period (000s | waivers and/or | waivers and/or | average net | Portfolio | |||||||||||||||||||||||||||||||||||||
period | income | unrealized) | operations | income | period | Return(a) | omitted) | expenses absorbed | expenses absorbed | assets | Turnover(b) | |||||||||||||||||||||||||||||||||||||
Class A | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 6/30/10 | $ | 10.34 | $ | 0.05 | (c) | $ | (0.76 | ) | $ | (0.71 | ) | $ | (0.05 | ) | $ | 9.58 | (6.89 | )% | $ | 360,490 | 1.20 | %(d) | 1.21 | %(d) | 0.97 | %(d) | 75 | % | ||||||||||||||||||||
Class B | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 6/30/10 | 10.32 | 0.01 | (c) | (0.76 | ) | (0.75 | ) | (0.01 | ) | 9.56 | (7.25 | ) | 47,988 | 1.95 | (d) | 1.96 | (d) | 0.22 | (d) | 75 | ||||||||||||||||||||||||||||
Class C | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 6/30/10 | 10.33 | 0.01 | (c) | (0.77 | ) | (0.76 | ) | (0.01 | ) | 9.56 | (7.34 | ) | 57,513 | 1.95 | (d) | 1.96 | (d) | 0.22 | (d) | 75 | ||||||||||||||||||||||||||||
Class Y | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 6/30/10 | 10.34 | 0.06 | (c) | (0.76 | ) | (0.70 | ) | (0.06 | ) | 9.58 | (6.78 | ) | 1,731 | 0.95 | (d) | 0.96 | (d) | 1.22 | (d) | 75 | ||||||||||||||||||||||||||||
Class R | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 6/30/10 | 10.34 | 0.04 | (c) | (0.77 | ) | (0.73 | ) | (0.04 | ) | 9.57 | (7.10 | ) | 6,832 | 1.45 | (d) | 1.46 | (d) | 0.72 | (d) | 75 | ||||||||||||||||||||||||||||
Investor Class | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 6/30/10 | 10.34 | 0.05 | (c) | (0.77 | (0.72 | ) | (0.05 | ) | 9.57 | (6.99 | ) | 108,156 | 1.20 | (d) | 1.21 | (d) | 0.97 | (d) | 75 | |||||||||||||||||||||||||||||
Institutional Class | ||||||||||||||||||||||||||||||||||||||||||||||||
Six months ended 6/30/10 | 10.33 | 0.08 | (c) | (0.76 | ) | (0.68 | ) | (0.08 | ) | 9.57 | (6.68 | ) | 399 | 0.72 | (d) | 0.73 | (d) | 1.45 | (d) | 75 |
(a) | 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. | |
(b) | Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable. | |
(c) | Calculated using average shares outstanding. | |
(d) | Ratios are annualized and based on average daily net assets (000s omitted) of $403,223, $59,018, $65,336, $6,802, $1,547, $122,542 and $407 for Class A, Class B, Class C, Class R, Class Y, Investor Class 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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(Invesco Counselor Series Trust)
Houston, Texas 77046
(800) 959-4246
To Be Held on April 14, 2011
Target Funds | Acquiring Fund | |
Invesco Fundamental Value Fund | Invesco Van Kampen Growth and Income Fund | |
Invesco Large Cap Relative Value Fund | Invesco Van Kampen Growth and Income Fund |
Mr. Philip Taylor
President and Principal Executive Officer
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11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246
_______, 2011
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• | Prospectuses for the Target Funds and the Acquiring Fund; | ||
• | Annual and semi-annual reports to shareholders of the Target Funds and the Acquiring Fund; and | ||
• | Statements of Additional Information (“SAIs”) for the Target Funds and the Acquiring Fund. |
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Investment Objectives | ||
Fundamental Value Fund | Acquiring Fund | |
To provide total return. | To seek income and long-term growth of capital. | |
Large Cap Value Fund | ||
To seek high total return. |
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Current | Combined Pro Forma | |||||||||||||||||||
Large Cap Value | ||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||
+ | + | |||||||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||||||
Target Funds | (assumes both | (assumes only one | ||||||||||||||||||
Fundamental | Large Cap | Acquiring | Reorganizations are | Reorganization is | ||||||||||||||||
Value Fund | Value Fund | Fund | completed) | completed) | ||||||||||||||||
Class A | Class A | 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 | % | 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 | None | None | |||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||
Management Fees | 0.67 | % | 0.48 | % | 0.36 | % | 0.36 | % | 0.36 | % | ||||||||||
Distribution and Service (12b-1) Fees | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | 0.25 | % | ||||||||||
Other Expenses | 0.61 | %1 | 0.19 | %1 | 0.14 | %1 | 0.14 | % | 0.14 | % | ||||||||||
Total Annual Fund Operating Expenses | 1.53 | %1 | 0.92 | %1 | 0.75 | %1 | 0.75 | %2 | 0.75 | %2 |
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Current | Combined Pro Forma | |||||||||||||||||||
Large Cap Value | ||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||
+ | + | |||||||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||||||
Target Funds | (assumes both | (assumes only one | ||||||||||||||||||
Fundamental | Large Cap | Acquiring | Reorganizations are | Reorganization is | ||||||||||||||||
Value Fund | Value Fund | Fund | completed) | completed) | ||||||||||||||||
Class B | Class B | 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 | 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 | % | 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 | 0.67 | % | 0.48 | % | 0.36 | % | 0.36 | % | 0.36 | % | ||||||||||
Distribution and Service (12b-1) Fees | 0.28 | % | 1.00 | % | 0.40 | % | 0.39 | % | 0.40 | % | ||||||||||
Other Expenses | 0.61 | %1 | 0.19 | %1 | 0.14 | %1 | 0.14 | % | 0.14 | % | ||||||||||
Total Annual Fund Operating Expenses | 1.56 | %1 | 1.67 | %1 | 0.90 | %1 | 0.89 | %2 | 0.90 | %2 |
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Current | Combined Pro Forma | |||||||||||||||||||
Large Cap Value | ||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||
+ | + | |||||||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||||||
Target Funds | (assumes both | (assumes only one | ||||||||||||||||||
Fundamental | Large Cap | Acquiring | Reorganizations are | Reorganization is | ||||||||||||||||
Value Fund | Value Fund | Fund | completed) | completed) | ||||||||||||||||
Class C | Class C | 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 | 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 | % | 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 | 0.67 | % | 0.48 | % | 0.36 | % | 0.36 | % | 0.36 | % | ||||||||||
Distribution and Service (12b-1) Fees | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | 1.00 | % | ||||||||||
Other Expenses | 0.61 | %1 | 0.19 | %1 | 0.14 | %1 | 0.14 | % | 0.14 | % | ||||||||||
Total Annual Fund Operating Expenses | 2.28 | %1 | 1.67 | %1 | 1.50 | %1 | 1.50 | %2 | 1.50 | %2 |
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Current | Combined Pro Forma | |||||||||||||||||||
Large Cap Value | ||||||||||||||||||||
Target Funds | Fund | |||||||||||||||||||
+ | + | |||||||||||||||||||
Acquiring Fund | Acquiring Fund | |||||||||||||||||||
Target Funds | (assumes both | (assumes only one | ||||||||||||||||||
Fundamental | Large Cap | Acquiring | Reorganizations are | Reorganization is | ||||||||||||||||
Value Fund | Value Fund | Fund | completed) | completed) | ||||||||||||||||
Class Y | Class Y | 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 | None | None | |||||||||||||||
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less) | None | None | None | None | None | |||||||||||||||
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) | ||||||||||||||||||||
Management Fees | 0.67 | % | 0.48 | % | 0.36 | % | 0.36 | % | 0.36 | % | ||||||||||
Distribution and Service (12b-1) Fees | None | None | None | None | None | |||||||||||||||
Other Expenses | 0.61 | %1 | 0.19 | %1 | 0.14 | %1 | 0.14 | % | 0.14 | % | ||||||||||
Total Annual Fund Operating Expenses | 1.28 | %1 | 0.67 | %1 | 0.50 | %1 | 0.50 | %2 | 0.50 | %2 |
* | Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in each Fund’s current prospectus) of August 31, 2010. Pro forma numbers are estimated as if the Reorganization had been completed as of September 1, 2009 and do not include the estimated costs of the Reorganization. The estimated Reorganization costs that the Large Cap Value Fund will bear are $80,000. Invesco Advisers estimates that shareholders will recoup these costs through reduced expenses in 2 months or less. The Fundamental Value 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. | |
1. | Based on estimates for the current fiscal year. | |
2. | Effective upon closing of the Reorganizations, Invesco Advisers 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 0.88%, Class B shares to 1.63%, Class C shares to 1.63% and Class Y shares to 0.63% 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 Acquiring 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 | ||||||||||||
Fundamental Value Fund — Class A | $ | 697 | $ | 1,007 | $ | 1,338 | $ | 2,273 | ||||||||
Large Cap Value Fund — Class A | $ | 639 | $ | 827 | $ | 1,031 | $ | 1,619 | ||||||||
Acquiring Fund — Class A | $ | 647 | $ | 801 | $ | 968 | $ | 1,452 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class A (assuming both Reorganizations are completed) | $ | 622 | $ | 777 | $ | 944 | $ | 1,429 | ||||||||
Combined Pro forma Large Cap Value Fund + Acquiring Fund — Class A (assuming only one Reorganization is completed) | $ | 622 | $ | 777 | $ | 944 | $ | 1,429 | ||||||||
Fundamental Value Fund — Class B | $ | 659 | $ | 793 | $ | 1,050 | $ | 1,848 | ||||||||
Fundamental Value Fund — Class B (if you did not redeem your shares) 1 | $ | 159 | $ | 493 | $ | 850 | $ | 1,848 | ||||||||
Large Cap Value Fund — Class B | $ | 670 | $ | 826 | $ | 1,107 | $ | 1,777 | ||||||||
Large Cap Value Fund — Class B (if you did not redeem your shares) | $ | 170 | $ | 526 | $ | 907 | $ | 1,777 | ||||||||
Acquiring Fund — Class B | $ | 592 | $ | 587 | $ | 698 | $ | 1,065 | ||||||||
Acquiring Fund — Class B (if you did not redeem your shares) | $ | 92 | $ | 287 | $ | 498 | $ | 1,065 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class B (assuming both Reorganizations are completed) | $ | 591 | $ | 584 | $ | 693 | $ | 1,056 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class B (assuming both Reorganizations are completed) (if you did not redeem your shares) | $ | 91 | $ | 284 | $ | 493 | $ | 1,056 | ||||||||
Combined Pro forma Large Cap Value Fund + Acquiring Fund — Class B (assuming only one Reorganization is completed) | $ | 592 | $ | 587 | $ | 698 | $ | 1,065 | ||||||||
Combined Pro forma Large Cap Value Fund + Acquiring Fund — Class B (assuming only one Reorganization is completed) (if you did not redeem your shares) | $ | 92 | $ | 287 | $ | 498 | $ | 1,065 | ||||||||
Fundamental Value Fund — Class C | $ | 331 | $ | 712 | $ | 1,220 | $ | 2,615 | ||||||||
Fundamental Value Fund — Class C (if you did not redeem your shares) | $ | 231 | $ | 712 | $ | 1,220 | $ | 2,615 | ||||||||
Large Cap Value Fund — Class C | $ | 270 | $ | 526 | $ | 907 | $ | 1,976 | ||||||||
Large Cap Value Fund — Class C (if you did not redeem your shares) | $ | 170 | $ | 526 | $ | 907 | $ | 1,976 | ||||||||
Acquiring Fund — Class C | $ | 253 | $ | 474 | $ | 818 | $ | 1,791 | ||||||||
Acquiring Fund — Class C (if you did not redeem your shares) | $ | 153 | $ | 474 | $ | 818 | $ | 1,791 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class C (assuming both Reorganizations are completed) | $ | 253 | $ | 474 | $ | 818 | $ | 1,791 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class C (assuming both Reorganizations are completed) (if you did not redeem your shares) | $ | 153 | $ | 474 | $ | 818 | $ | 1,791 | ||||||||
Combined Pro forma Large Cap Value Fund + Acquiring Fund — Class C (assuming only one Reorganization is completed) | $ | 253 | $ | 474 | $ | 818 | $ | 1,791 | ||||||||
Combined Pro forma Large Cap Value Fund + Acquiring Fund — Class C (assuming only one Reorganization is completed) (if you did not redeem your shares) | $ | 153 | $ | 474 | $ | 818 | $ | 1,791 | ||||||||
Fundamental Value Fund — Class Y | $ | 130 | $ | 406 | $ | 702 | $ | 1,545 | ||||||||
Large Cap Value Fund — Class Y | $ | 68 | $ | 214 | $ | 373 | $ | 835 | ||||||||
Acquiring Fund — Class Y | $ | 51 | $ | 160 | $ | 280 | $ | 628 | ||||||||
Combined Pro forma Target Funds + Acquiring Fund — Class Y (assuming both Reorganizations are completed) | $ | 51 | $ | 160 | $ | 280 | $ | 628 | ||||||||
Combined Pro forma Large Cap Value Fund + Acquiring Fund — Class Y (assuming only one Reorganization is completed) | $ | 51 | $ | 160 | $ | 280 | $ | 628 |
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10 Years or | ||||||||||||
1 Year | 5 Years | Since Inception | ||||||||||
Acquiring Fund — Class A (inception date: 08/01/1946)1 | ||||||||||||
Return Before Taxes | (1.64 | %) | (0.60 | %) | 2.31 | % | ||||||
Return After Taxes on Distributions | (2.03 | %) | (1.37 | %) | 1.47 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | (1.01 | %) | (0.52 | %) | 1.79 | % | ||||||
Fundamental Value Fund — Class A (inception date: 10/29/2002)2 | ||||||||||||
Return Before Taxes | (2.08 | %) | (0.35 | %) | 5.86 | % | ||||||
Return After Taxes on Distributions | (2.25 | %) | (1.53 | %) | 4.77 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | (1.12 | %) | (0.29 | %) | 5.00 | % | ||||||
Large Cap Value Fund — Class A (inception date: 01/02/96) 3 | ||||||||||||
Return Before Taxes | (1.76 | %) | (0.58 | %) | 1.91 | % | ||||||
Return After Taxes on Distributions | (2.14 | %) | (1.19 | %) | 1.15 | % | ||||||
Return After Taxes on Distributions and Sale of Fund Shares | (1.04 | %) | (0.50 | %) | 1.39 | % |
* | 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 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. | |
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. | |
3. | 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 Management Inc. and was reorganized into the Target Fund on June 1, 2010. The returns shown for periods after |
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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 Asset Management Limited; |
• Invesco Australia Limited; |
• Invesco Trimark Ltd. • Invesco Hong Kong Limited; • Invesco Asset Management (Japan) Limited; • Invesco Senior Secured Management, Inc.; and |
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Principal Risk | Funds Subject to Risk | |
Market Risk. Market risk is the possibility that the market values of securities owned by the Funds will decline. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Investments in equity securities generally are affected by changes in the stock markets which fluctuate substantially over time, sometimes suddenly and sharply, in response to activities specific to a company as well as general market, economic and political conditions. Small or medium-sized companies are often subject to more abrupt or erratic market movements than securities of larger, more established companies or the market averages in general. The ability of the Funds’ portfolio holdings to generate income is dependent on the earnings and the continuing declaration of dividends by the issuers of such securities. The values of income-producing equity securities may or may not fluctuate in tandem with overall changes in the stock markets. The Funds’ investments in other fixed-income or debt securities generally are affected by changes in interest rates and the creditworthiness of the issuer. The market prices of such securities tend to fall as interest rates rise, and such declines may be greater among securities with longer maturities. The values of convertible securities tend to decline as interest rates rise and, because of the conversion feature, tend to vary with fluctuations in the market value of the underlying equity security. A portion of the Funds’ convertible investments may be rated below investment grade. | Acquiring Fund Fundamental Value Fund Large Cap Value Fund |
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Principal Risk | Funds Subject to Risk | |
Foreign Risks. The risks of investing in securities of foreign issuers, including emerging markets issuers, can include fluctuations in foreign currencies, foreign currency exchange controls, political and economic instability, differences in financial reporting, differences in securities regulation and trading, and foreign taxation issues. The Fundamental Value Fund and the Large Cap Value Fund are subject to the additional risk that hedging the Funds’ currency risks through forward foreign currency exchange contracts involves the risk of mismatching the Funds’ 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 Funds’ securities are not denominated. | Acquiring Fund Fundamental Value Fund Large Cap Value Fund | |
Risks of Investing in REITs. Investing in REITs makes the Funds more susceptible to risks associated with the ownership of real estate and with the real estate industry in general and may involve duplication of management fees and certain other expenses. In addition, REITs 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. | Acquiring Fund Fundamental Value Fund Large Cap Value 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 certain transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the transactions may not be liquid. The Fundamental Value Fund and the Large Cap Value Fund are subject to the additional risk that certain derivative transactions may give rise to a form of leverage, which magnifies the potential for gain and the risk of loss. | Acquiring Fund Fundamental Value Fund Large Cap Value Fund | |
Fixed-Income Securities. All fixed-income securities are subject to two types of risk: credit risk and interest rate risk. When the general level of interest rates goes up, the prices of most fixed-income securities go down. When the general level of interest rates goes down, the prices of most fixed-income securities go up. | Acquiring Fund Fundamental Value Fund | |
Lower Rated Securities (Junk Bonds). The prices of these securities are likely to be more sensitive to adverse economic changes, resulting in increased volatility of market prices of these securities during periods of economic uncertainty, or adverse individual corporate developments, than higher-rated securities. In addition, during an economic downturn or substantial period of rising interest rates, junk bond issuers and, in particular, highly leveraged issuers may experience financial stress. | Acquiring Fund Fundamental Value Fund | |
Value Investing Style. The Funds emphasize a value style of investing, which focuses on undervalued companies with characteristics for improved valuations. This style of investing is subject to the risk that the valuations never improve or that the returns on value equity securities are less than returns on other styles of investing or the overall stock market. Value stocks also may decline in price, even though in theory they are already underpriced. | Fundamental Value Fund Large Cap Value Fund |
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Target Fund Share Classes | Acquiring Fund Share Classes | |
Fundamental Value Fund | Acquiring Fund | |
Class A | Class A | |
Class B | Class B | |
Class C | Class C | |
Class Y | Class Y | |
Large Cap Value Fund | ||
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 |
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such shares of the Target Fund are capital assets in the hands of such shareholder as of the Closing). |
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Fundamental Value | ||||||||||||
Fund | Large Cap Value Fund | Acquiring Fund | ||||||||||
(000,000s) | (000,000s) | (000,000s) | ||||||||||
at 3/31/2010 | at 6/30/2010 | at 5/31/2010 | ||||||||||
Aggregate capital loss carryovers on a tax basis (1) | $ | (4.6 | ) | $ | (44.9 | ) | $ | (805.7 | ) | |||
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis | $ | 4.9 | $ | (22.6 | ) | $ | 90.9 | |||||
Aggregate Net Asset Value | $ | 49.4 | $ | 229.3 | $ | 6,339.5 | ||||||
Approximate annual limitation (2) | $ | 2.0 | $ | 9.1 | N/A |
(1) | Includes realized gain, to the extent not offset by expiring capital loss carryovers, or loss for the current fiscal year determined on the basis of generally accepted accounting principles; excludes any excess capital loss carryovers that are anticipated to expire on or prior to Closing. | |
(2) | Based on the long-term tax-exempt rate for ownership changes during October 2010 of 3.98%. |
Estimated Portion | ||||||||||||
of Total | ||||||||||||
Estimated Total | Reorganization | |||||||||||
Estimated Proxy | Reorganization | Costs to be Paid | ||||||||||
Solicitation Costs | Costs | by the Funds | ||||||||||
Fundamental Value Fund | $ | 31,000 | $ | 70,000 | $ | 0 | ||||||
Large Cap Value Fund | $ | 37,000 | $ | 80,000 | $ | 80,000 |
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Fundamental | Large Cap | Pro Forma | Acquiring Fund | |||||||||||||||||
Value Fund | Value Fund | Acquiring Fund | Adjustments | (pro forma) | ||||||||||||||||
Net assets (all classes) | $ | 40,292,026 | $ | 245,169,972 | $ | 6,474,110,867 | $ | (80,000 | ) | $ | 6,759,492,865 | |||||||||
Class A net assets | $ | 13,235,240 | $ | 39,935,722 | $ | 4,418,594,895 | $ | (13,031 | ) 1 | $ | 4,471,752,826 | |||||||||
Class A shares outstanding | 1,338,309 | 4,166,920 | 255,585,021 | (2,431,664 | ) 2 | 258,658,586 | ||||||||||||||
Class A net asset value per share | $ | 9.89 | $ | 9.58 | $ | 17.29 | $ | 17.29 | ||||||||||||
Class B net assets | $ | 23,509,493 | $ | 15,559 | $ | 241,060,237 | $ | (5 | ) 1 | $ | 264,585,284 | |||||||||
Class B shares outstanding | 2,397,805 | 1,625 | 14,054,294 | (1,028,349 | ) 2 | 15,425,375 | ||||||||||||||
Class B net asset value per share | $ | 9.80 | $ | 9.57 | $ | 17.15 | $ | 17.15 | ||||||||||||
Class C net assets | $ | 3,276,830 | $ | 10,555 | $ | 284,973,816 | $ | (4 | ) 1 | $ | 288,261,197 | |||||||||
Class C shares outstanding | 336,347 | 1,102 | 16,622,056 | (145,700 | ) 2 | 16,813,805 | ||||||||||||||
Class C net asset value per share | $ | 9.74 | $ | 9.58 | $ | 17.14 | $ | 17.14 | ||||||||||||
Class Y net assets | $ | 270,463 | $ | 205,208,136 | $ | 1,322,673,816 | $ | (66,960 | ) 1 | $ | 1,528,085,455 | |||||||||
Class Y shares outstanding | 27,347 | 21,401,749 | 76,478,027 | (9,546,720 | ) 2 | 88,360,403 | ||||||||||||||
Class Y net asset value per share | $ | 9.89 | $ | 9.59 | $ | 17.29 | $ | 17.29 |
1. | Pro forma net assets have been adjusted for the allocated portion of the Large Cap Value Fund’s 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 the Large Cap Value Fund. |
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2. | Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of the Target Funds’ shareholder accounts based on the relative value of the Target Funds’ and the Acquiring Fund’s net asset value per share. |
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Target Fund/Share Classes | Number of Shares Outstanding | |||
Invesco Fundamental Value Fund | ||||
Class A | ||||
Class B | ||||
Class C | ||||
Class Y | ||||
Invesco Large Cap Relative Value 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* | ||||
* | AIM Counselor Series Trust (Invesco Counselor Series 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* | ||||
* | AIM Counselor Series Trust (Invesco Counselor Series 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 |
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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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STATEMENT OF ADDITIONAL INFORMATION
January _ , 2011
To the
Registration Statement on Form N-14 Filed by:
Houston, Texas 77046-1173
(800) 959-4246
Invesco Basic Balanced Fund
Invesco Core Bond Fund
Invesco Fundamental Value Fund
Invesco Large Cap Growth Fund
Invesco Large Cap Relative Value Fund
Invesco Select Equity Fund
Invesco Van Kampen California Insured Tax Free Fund
Invesco Van Kampen Capital Growth Fund
Invesco Van Kampen Core Plus Fixed Income Fund
Invesco Van Kampen Enterprise Fund
Invesco Van Kampen Equity Premium Income Fund
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Target Fund | Acquiring Fund | |
Invesco Van Kampen California Insured Tax Free Fund | Invesco California Tax-Free Income Fund | |
Invesco Core Bond Fund | Invesco Core Plus Bond Fund | |
Invesco Van Kampen Core Plus Fixed Income Fund | Invesco Core Plus Bond Fund | |
Invesco Van Kampen Equity Premium Income Fund | Invesco Structured Core Fund | |
Invesco Select Equity Fund | Invesco Structured Core Fund | |
Invesco Large Cap Growth Fund | Invesco Van Kampen American Franchise Fund | |
Invesco Van Kampen Capital Growth Fund | Invesco Van Kampen American Franchise Fund | |
Invesco Van Kampen Enterprise Fund | Invesco Van Kampen American Franchise Fund | |
Invesco Balanced Fund | Invesco Van Kampen Equity and Income Fund | |
Invesco Basic Balanced Fund | Invesco Van Kampen Equity and Income Fund | |
Invesco Fundamental Value Fund | Invesco Van Kampen Growth and Income Fund | |
Invesco Large Cap Relative Value Fund | Invesco Van Kampen Growth and Income Fund |
1. | Statement of Additional Information dated October 29, 2010, for AIM Counselor Series Trust (Invesco Counselor Series Trust) with respect to Invesco California Tax-Free Income Fund, Invesco Van Kampen American Franchise Fund, Invesco Van Kampen Equity and Income Fund, Invesco Van Kampen Growth and Income Fund, Invesco Van Kampen Equity Premium Income Fund, Invesco Balanced Fund, Invesco Fundamental Value Fund and Invesco Large Cap Relative Value Fund (filed via EDGAR on October 28, 2010, Accession No. 0000950123-10-097527). | ||
2. | The audited financial statements and related report of the independent public accounting firm included in the AIM Counselor Series Trust (Invesco Counselor Series Trust) Annual Report to Shareholders for the fiscal year ended August 31, 2010, with respect to Invesco California Tax-Free Income Fund, Invesco Van Kampen American Franchise Fund, Invesco Van Kampen Equity and Income Fund, Invesco Van Kampen Growth and Income Fund, Invesco Van Kampen Equity Premium Income Fund, Invesco Fundamental Value Fund, Invesco Large Cap Relative Value Fund, Invesco Core Plus Bond Fund and Invesco Structured Core Fund (filed via EDGAR on November 8, 2010, Accession No. 0000950123-10-102371). | ||
3. | The audited financial statements and related report of the independent public accounting firm included in the Morgan Stanley Balanced Fund Annual Report to Shareholders for the fiscal year |
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ended January 31, 2010, with respect to the predecessor fund of Invesco Balanced Fund (filed via EDGAR on April 12, 2010, Accession No. 0000950123-10-034080). | |||
4. | Statement of Additional Information dated December 4, 2009, for AIM Counselor Series Trust (Invesco Counselor Series Trust) with respect to Invesco Core Plus Bond Fund and Invesco Structured Core Fund (filed via EDGAR on December 3, 2009, Accession No. 0000950123-09-068096) (“ACST SAI”). | ||
5. | Supplement dated December 4, 2009 to ACST SAI (filed via EDGAR on December 4, 2009, Accession No. 0000950123-09-068301). | ||
6. | Supplement dated January 13, 2010 to ACST SAI (filed via EDGAR on January 13, 2010, Accession No. 0000950123-10-002324). | ||
7. | Supplement dated February 4, 2010 to ACST SAI (filed via EDGAR on February 4, 2010, Accession No. 0000950123-10-008645). | ||
8. | Supplement dated February 26, 2010 to ACST SAI (filed via EDGAR on February 26, 2010, Accession No. 0000950123-10-017729). | ||
9. | Supplement dated June 15, 2010 to ACST SAI (filed via EDGAR on June 15, 2010, Accession No. 0000950123-10-058300). | ||
10. | Supplement dated June 21, 2010 to ACST SAI (filed via EDGAR on June 21, 2010, Accession No. 0000950123-10-059567). | ||
11. | Supplement dated July 1, 2010 to ACST SAI (filed via EDGAR on July 1, 2010, Accession No. 0000950123-10-063167). | ||
12. | Statement of Additional Information dated March 11, 2010, for AIM Equity Funds (Invesco Equity Funds) with respect to Invesco Large Cap Growth Fund (filed via EDGAR on March 10, 2010, Accession No. 0000950123-10-023088) (“AEF SAI”). | ||
13. | Supplement dated March 30, 2010 to AEF SAI (filed via EDGAR on March 30, 2010, Accession No. 0000950123-10-029928). | ||
14. | Supplement dated April 6, 2010 to AEF SAI (filed via EDGAR on April 6, 2010, Accession No. 0000950123-10-032499). | ||
15. | Supplement dated April 30, 2010 to AEF SAI (filed via EDGAR on April 30, 2010, Accession No. 0000950123-10-041321). | ||
16. | Supplement dated May 12, 2010 to AEF SAI (filed via EDGAR on May 12, 2010, Accession No. 0000950123-10-048448). | ||
17. | Supplement dated May 13, 2010 to AEF SAI (filed via EDGAR on May 13, 2010, Accession No. 0000005272-10-000001). | ||
18. | Supplement dated June 2, 2010 to AEF SAI (filed via EDGAR on June 2, 2010, Accession No. 0000950123-10-055209). | ||
19. | Supplement dated June 15, 2010 to AEF SAI (filed via EDGAR on June 15, 2010, Accession No. 0000950123-10-058297). | ||
20. | Supplement dated June 29, 2010 to AEF SAI (filed via EDGAR on June 29, 2010, Accession No. 0000950123-10-062271). | ||
21. | The unaudited financial statements included in the AIM Equity Funds (Invesco Equity Funds) Semi-Annual Report to Shareholders for the fiscal period ended April 30, 2010, with respect to Invesco Large Cap Growth Fund (filed via EDGAR on July 8, 2010, Accession No. 0000950123-10-064232). | ||
22. | The audited financial statements and related report of the independent public accounting firm included in the AIM Equity Funds (Invesco Equity Funds) Annual Report to Shareholders for the fiscal year ended October 31, 2009, with respect to Invesco Large Cap Growth Fund (filed via EDGAR on January 7, 2010, Accession No. 0000950123-10-000890). | ||
23. | Statement of Additional Information dated June 1 2010, for AIM Investment Securities Funds (Invesco Investment Securities Funds) with respect to Invesco Van Kampen Core Plus Fixed Income Fund (filed via EDGAR on May 28, 2010, Accession No. 0000950123-10-054206) (“AIS SAI”). | ||
24. | Supplement dated June 15, 2010 to the AIS SAI (filed via EDGAR on June 15, 2010, Accession No. 0000950123-10-058308). | ||
25. | Supplement dated June 30, 2010 to the AIS SAI (filed via EDGAR on June 30, 2010, Accession No. 0000950123-10-062847). |
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26. | The audited financial statements and related report of the independent public accounting firm included in the AIM Investment Securities Funds (Invesco Investment Securities Funds) Annual Report to Shareholders for the fiscal year ended August 31, 2010, with respect to Invesco Van Kampen Core Plus Fixed Income Fund (filed via EDGAR on November 8, 2010, Accession No. 0000950123-10-102239). | ||
27. | Statement of Additional Information dated June 29, 2010, for AIM Investment Securities Funds (Invesco Investment Securities Funds) with respect to Invesco Core Bond Fund (filed via EDGAR on November 8, 2010, Accession No. 0000950123-10-062131). | ||
28. | The unaudited financial statements included in the AIM Investment Securities Funds (Invesco Investment Securities Funds) Semi-Annual Report to Shareholders for the fiscal period ended August 31, 2010, with respect to Invesco Core Bond Fund (filed via EDGAR on November 8, 2010, Accession No. 0000950123-10-102354). | ||
29. | The audited financial statements and related report of the independent public accounting firm included in the AIM Investment Securities Funds (Invesco Investment Securities Funds) Annual Report to Shareholders for the fiscal year ended February 28, 2010, with respect to Invesco Core Bond Fund (filed via EDGAR on April 14, 2010, Accession No. 0000950123-10-034672). | ||
30. | Statement of Additional Information dated June 1, 2010, for AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) with respect to Invesco Van Kampen California Insured Tax Free Fund (filed via EDGAR on May 28, 2010, Accession No. 0000950123-10-054089) (“ATEF SAI”). | ||
31. | Supplement dated June 15, 2010 to the ATEF SAI (filed via EDGAR on June 15, 2010, Accession No. 0000950123-10-058302). | ||
32. | The unaudited financial statements included in the Van Kampen Tax Free Trust Semi-Annual Report to Shareholders for the fiscal period ended March 31, 2010, with respect to the predecessor fund of Invesco Van Kampen California Insured Tax Free Fund (filed on May 26, 2010, Accession No. 0000950123-10-053070). | ||
33. | The audited financial statements and related report of the independent public accounting firm included in the Van Kampen Tax Free Trust Annual Report to Shareholders for the fiscal year ended September 30, 2009, with respect to the predecessor fund of Invesco Van Kampen California Insured Tax Free Fund (filed on November 27, 2009, Accession No. 0000950123-09-066382). | ||
34. | Statement of Additional Information dated April 30, 2010, for AIM Funds Group (Invesco Funds Group) with respect to Invesco Select Equity Fund and Invesco Basic Balanced Fund (filed via EDGAR on April 28, 2010, Accession No. 0000950123-10-038947) (“AFG SAI”). | ||
35. | Supplement dated May 12, 2010 to AFG SAI (filed via EDGAR on May 12, 2010, Accession No. 0000950123-10-048440). | ||
36. | Supplement dated June 15, 2010 to AFG SAI (filed via EDGAR on June 15, 2010, Accession No. 0000950123-10-058321). | ||
37. | Supplement dated June 29, 2010 to AFG SAI (filed via EDGAR on June 29, 2010, Accession No. 0000950123-10-062272). | ||
38. | Supplement dated August 13, 2010 to AFG SAI (filed via EDGAR on August 13, 2010, Accession No. 0000950123-10-077185). | ||
39. | The unaudited financial statements included in the AIM Funds Group (Invesco Funds Group) Semi-Annual Report to Shareholders for the fiscal period ended June 30, 2010, with respect to Invesco Select Equity Fund and Invesco Basic Balanced Fund (filed via EDGAR on September 3, 2010, Accession No. 0000950123-10-083728). | ||
40. | The audited financial statements and related report of the independent public accounting firm included in the AIM Funds Group (Invesco Funds Group) Annual Report to Shareholders for the fiscal year ended December 31, 2009, with respect to Invesco Select Equity Fund and Invesco Basic Balanced Fund (filed via EDGAR on March 5, 2010, Accession No. 0000950123-10-021441). | ||
41. | Statement of Additional Information dated November 10, 2010, for AIM Sector Funds (Invesco Sector Funds) with respect to Invesco Van Kampen Capital Growth Fund and Invesco Van Kampen Enterprise Fund (filed via EDGAR on November 9 2010, Accession No. 0000950123-10-102688). | ||
42. | The audited financial statements and related report of the independent public accounting firm included in the AIM Sector Funds (Invesco Sector Funds) Annual Report to Shareholders for the |
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fiscal year ended June 30, 2010, with respect to Invesco Van Kampen Capital Growth Fund (filed via EDGAR on September 3, 2010, Accession No. 0000950123-10-083865). |
43. | The unaudited financial statements in the AIM Sector Funds (Invesco Sector Funds) Semi-Annual Report to shareholders for the fiscal period ended June 30, 2010, with respect to Invesco Van Kampen Enterprise Fund (filed via EDGAR on September 3, 2010, Accession No. 0000950123-10-083679). | ||
44. | The audited financial statements and related report of the Independent public accounting firm included in the Van Kampen Enterprise Fund Annual Report to Shareholders for the fiscal year ended December 31, 2009, with respect to the predecessor fund of Invesco Van Kampen Enterprise Fund (filed via EDGAR on February 25, 2010, Accession No. 0000950123-10-017035). |
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Invesco Van Kampen California Insured Tax Free into Invesco California Tax-Free
Income Fund
12 Month Period | ||||
Target Fund | Acquiring Fund | Ended | ||
Invesco Van Kampen California Insured Tax Free Fund | Invesco California Tax-Free Income Fund | June 30, 2010 |
Target Fund Share Class | Shares Exchanged | Acquiring Fund Share Class | ||||||
Class A | 14,073,681 | Class A | ||||||
Class B | 570,858 | Class B | ||||||
Class C | 767,549 | Class C | ||||||
Class Y | 34,734 | Class Y |
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Fund | Net Assets | As-of Date | ||||||
Invesco Van Kampen California Insured Tax Free Fund (Target Fund) | $ | 175,679,418 | June 30, 2010 | |||||
Invesco California Tax-Free Income Fund (Acquiring Fund) | 320,892,386 | June 30, 2010 | ||||||
Invesco California Tax-Free Income Fund (Pro Forma Combined) | 496,491,804 | June 30, 2010 |
Increase (decrease) | ||||
Expense Category | in expense | |||
Advisory fees (1) | $ | (14,414 | ) | |
Administrative services fees (2) | (163,008 | ) | ||
Distribution fees (3) | (21,551 | ) | ||
Interest (4) | 35,802 | |||
Professional fees (5) | (53,339 | ) | ||
Trustees’ and officers fees and benefits (6) | (14,600 | ) | ||
Fee waiver and/or expense reimbursements (1) | 35,618 |
(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 and Class Y shares to 0.85%, 1.35%, 1.35% and 0.60% 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. |
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(3) | Under the terms of the master distribution agreement of the Acquiring Fund, distribution fees have been adjusted to reflect the contractual rates for Class C shares of the Acquiring Fund. | |
(4) | Interest fees were increased to reflect the investment strategy of the Acquiring Fund. | |
(5) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. | |
(6) | 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 Core Bond Fund and Invesco Van Kampen Core Plus Fixed Income Fund
into Invesco Core Plus Bond Fund
12 Month | ||||
Target Fund | Acquiring Fund | Period Ended | ||
Invesco Core Bond Fund | Invesco Core Plus Bond Fund | August 31, 2010 | ||
Invesco Van Kampen Core Plus Fixed Income Fund | Invesco Core Plus Bond Fund | August 31, 2010 |
Shares Exchanged | ||||||||||||
Target Funds | ||||||||||||
Invesco Van | ||||||||||||
Invesco Core Bond | Kampen Core Plus | |||||||||||
Target Fund Share Class | Fund | Fixed Income Fund | Acquiring Fund Share Class | |||||||||
Class A | 11,197,269 | 8,578,756 | Class A | |||||||||
Class B | 2,073,069 | 853,712 | Class B | |||||||||
Class C | 2,551,856 | 1,190,860 | Class C | |||||||||
Class R | 204,978 | — | Class R | |||||||||
Class Y | 90,547 | 70,360 | Class Y | |||||||||
Institutional Class | 17,829,254 | — | Institutional Class |
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Fund | Net Assets | As-of Date | ||||||
Invesco Core Bond Fund (Target Fund) | 364,689,319 | August 31, 2010 | ||||||
Invesco Van Kampen Core Plus Fixed Income Fund (Target Fund) | 115,014,089 | August 31, 2010 | ||||||
Invesco Core Plus Bond Fund (Acquiring Fund) | 9,428,497 | August 31, 2010 | ||||||
Invesco Core Plus Bond Fund (Pro Forma Combined) | 489,131,905 | August 31, 2010 |
Increase (decrease) | ||||
Expense Category | in expense | |||
Advisory fees (1) | $ | 342,141 | ||
Administrative services fees (2) | (112,167 | ) | ||
Professional fees (3) | (106,251 | ) | ||
Trustees’ and officers fees and benefits (4) | (29,200 | ) | ||
Fee waiver and/or expense reimbursements (1) | (263,433 | ) |
(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, 2013 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, 2013, 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 R, Class Y and Institutional Class shares to 0.75%, 1.50%, 1.50%, 1.00%, 0.50% and 0.50% 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, 2013. | |
(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 Select Equity Fund and Invesco Van Kampen Equity Premium Income
Fund into Invesco Structured Core Fund
Target Fund | Acquiring Fund | 12 month Period Ended | ||
Invesco Select Equity Invesco Van Kampen Equity Premium Income Fund | Invesco Structured Core Fund | August 31, 2010 |
Invesco Van Kampen | ||||||
Invesco Select | Equity Premium | |||||
Equity Fund (Target | Income Fund | |||||
Target Funds Share | Fund) | (Target Fund) | Acquiring Fund | |||
Class | Shares Exchanged | Shares Exchanged | Share Class | |||
Class A | 24,134,721 | 13,087,441 | Class A | |||
Class B | 2,104,509 | 2,325,095 | Class B | |||
Class C | 1,769,011 | 9,490,736 | Class C | |||
Class Y | 250,713 | 475,488 | Class Y |
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Fund | Net Assets | As-of Date | ||||
Invesco Select Equity Fund (Target Fund) | $ | 177,695,701 | August 31, 2010 | |||
Invesco Van Kampen Equity Premium Fund (Target Fund) | 158,812,009 | August 31, 2010 | ||||
Invesco Structured Core Fund (Acquiring Fund) | 84,562,728 | August 31, 2010 | ||||
Invesco Structured Core Fund (Pro Forma Combined) | 420,880,438 | August 31, 2010 |
Increase (decrease) | ||||
Expense Category | in expense | |||
Advisory fees (1) | $ | (570,333 | ) | |
Administrative services fees (2) | 6,132 | |||
Professional fees (3) | (109,460 | ) | ||
Trustees’ and officers fees and benefits (4) | (29,200 | ) | ||
Fee waiver and/or expense reimbursements (1) | (772,763 | ) |
(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 December 31, 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 December 31, 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, Class R, Investor Class and Institutional Class shares to 1.00%, 1.75%, 1.75%, 0.75%, 1.25%, 1.00% and 0.75% 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 December 31, 2012. | |
(2) | Administrative services fees were adjusted for the increase in the pricing structure pursuant to the master administrative services agreement for the Acquiring Fund. This increase was offset somewhat by the elimination of the duplicative costs of administering two funds. | |
(3) | Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services. |
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(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 Large Cap Growth Fund, Invesco Van Kampen Capital Growth Fund and
Invesco Van Kampen Enterprise Fund into Invesco Van Kampen American
Franchise Fund
12 Month Period | ||||
Target Funds | Acquiring Fund | Ended | ||
Invesco Large Cap Growth Fund Invesco Van Kampen Capital Growth Fund Invesco Van Kampen Enterprise Fund | Invesco Van Kampen American Franchise Fund | August 31, 2010 |
Shares | Acquiring Fund | |||||
Target Fund Share Class | Exchanged | Share Class | ||||
Class A — Invesco Large Cap Growth Fund | 63,826,546 | Class A | ||||
Class B — Invesco Large Cap Growth Fund | 9,380,920 | Class B | ||||
Class C — Invesco Large Cap Growth Fund | 8,176,612 | Class C | ||||
Class R — Invesco Large Cap Growth Fund | 1,112,151 | Class R | ||||
Class Y — Invesco Large Cap Growth Fund | 895,865 | Class Y | ||||
Investor Class — Invesco Large Cap Growth Fund | 18,985,585 | Class A | ||||
Institutional Class — Invesco Large Cap Growth Fund | 11,471,022 | Institutional Class | ||||
Class A — Invesco Van Kampen Capital Growth Fund | 280,930,402 | Class A | ||||
Class B — Invesco Van Kampen Capital Growth Fund | 29,239,580 | Class B | ||||
Class C — Invesco Van Kampen Capital Growth Fund | 12,299,702 | Class C | ||||
Class R — Invesco Van Kampen Capital Growth Fund | 261,495 | Class R |
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Shares | Acquiring Fund | |||||
Target Fund Share Class | Exchanged | Share Class | ||||
Class Y — Invesco Van Kampen Capital Growth Fund | 4,213,363 | Class Y | ||||
Institutional Class — Invesco Van Kampen Capital Growth Fund | 5,200,780 | Institutional Class | ||||
Class A — Invesco Van Kampen Enterprise Fund | 71,365,028 | Class A | ||||
Class B — Invesco Van Kampen Enterprise Fund | 5,155,282 | Class B | ||||
Class C — Invesco Van Kampen Enterprise Fund | 1,099,168 | Class C | ||||
Class Y — Invesco Van Kampen Enterprise Fund | 123,020 | Class Y |
Fund | Net Assets | As-of Date | ||||
Invesco Large Cap Growth Fund (Target Fund) | $ | 1,113,596,227 | August 31, 2010 | |||
Invesco Van Kampen Capital Growth Fund (Target Fund) | $ | 3,246,846,595 | August 31, 2010 | |||
Invesco Van Kampen Enterprise Fund (Target Fund) | $ | 760,232,992 | August 31, 2010 | |||
Invesco Van Kampen American Franchise Fund (Acquiring Fund) | $ | 217,373,776 | August 31, 2010 | |||
Invesco Van Kampen American Franchise Fund (Pro Forma Combined) | $ | 5,337,149,590 | August 31, 2010 |
Increase (decrease) | ||||
Expense Category | in expense | |||
Advisory fees (1) | 6,771,148 | |||
Administrative services fees (2) | (441,679 | ) | ||
Professional fees (3) | (223,761 | ) | ||
Trustees’ and officers fees and benefits (4) | (43,800 | ) | ||
Fee waiver and/or expense reimbursements (1) | (12,172,188 | ) |
(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. Effective upon the closing of the Reorganization, the Acquiring Fund’s advisory fee schedule has changed and will be paid to Invesco Advisers, Inc., the Acquiring Fund’s investment adviser (the “Adviser”), based on the annual rate of the Fund’s average daily net assets as follows: 0.695% of the first $250 million, plus 0.67% of the next $250 million, plus 0.645% of the next $500 million, plus 0.62% of the next $1.5 billion, plus 0.60% of the next $3.45 billion, plus 0.595% of the next $250 million, plus 0.57% of the next $2.25 billion, plus 0.545% of the next $2.5 billion, plus |
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0.52% of the Fund’s average daily net assets in excess of $10 billion. Correspondingly, advisory fee waivers have been adjusted to reflect the contractual agreement by the Adviser to waive advisory fees and/or reimburse expenses through at least June 30, 2013 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, 2013, 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 R, Class Y and Institutional Class shares to 1.05%, 1.80%, 1.80%, 1.30%, 0.80% and 0.80% 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, 2013. | ||
(2) | Administrative services fees were adjusted to eliminate the duplicative costs of administering four funds pursuant to the master administrative services agreement for the Target Funds 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 Second 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 Second Amended and Restated Agreement and Declaration of Trust dated December 6, 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 limits up to $80,000,000 (plus an additional $20,000,000 limit that applies to independent directors/trustees only). | ||
Section 16 of the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc. (Invesco) provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Invesco or any of its officers, directors or employees, that Invesco shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of Invesco to any series of the Registrant shall not automatically 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 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 the final adjudication of such issue. |
Item 16. | Exhibits |
(1)(a) | — | (1) Second Amended and Restated Agreement and Declaration of Trust of Registrant dated December 6, 2005 incorporated herein by reference to Registrant’s PEA No. 19 on Form N-1A, filed on December 7, 2005. | ||
— | (2) Amendment No. 1, dated January 9, 2006, to the Second Amended and Restated Agreement and Declaration of Trust of Registrant incorporated herein by reference to Registrant’s PEA No. 21 on Form N-1A, filed on January 13, 2006. | |||
— | (3) Amendment No. 2, dated May 24, 2006, to the Second Amended and Restated Agreement and Declaration of Trust of Registrant incorporated herein by reference to Registrant’s PEA No. 25 on Form N-1A, filed on September 22, 2006. | |||
— | (4) Amendment No. 3, dated July 5, 2006, to the Second Amended and Restated Agreement and Declaration of Trust of Registrant incorporated herein by reference to Registrant’s PEA No. 25 on Form N-1A, filed on September 22, 2006. | |||
— | (5) Amendment No. 4, dated September 19, 2006, to the Second Amended and Restated Agreement and Declaration of Trust of Registrant incorporated herein by reference to Registrant’s PEA No. 25 on Form N-1A, filed on September 22, 2006. | |||
— | (6) Amendment No. 5, dated April 23, 2007, to the Second Amended and Restated Agreement and Declaration of Trust of Registrant incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. |
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— | (7) Amendment No. 6, dated October 16, 2007, to the Second Amended and Restated Agreement and Declaration of Trust of Registrant dated December 6, 2005 incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (8) Amendment No. 7, dated May 1, 2008, to the Second Amended and Restated Agreement and Declaration of Trust of Registrant incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A filed on September 23, 2008. | |||
— | (9) Amendment No. 8, dated June 19, 2008, to the Second Amended and Restated Agreement and Declaration of Trust of Registrant incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A filed on September 23, 2008. | |||
— | (10) Amendment No. 9, dated March 3, 2009, to the Second Amended and Restated Agreement and Declaration of Trust of Registrant incorporated herein by reference to Registrant’s PEA No. 36 on Form N-1A filed on May 28, 2009. | |||
— | (11) Amendment No. 10, dated April 14, 2009, to the Second Amended and Restated Agreement and Declaration of Trust of Registrant incorporated herein by reference to Registrant’s PEA No. 36 on Form N-1A filed on May 28, 2009. | |||
— | (12) Amendment No. 11, dated November 12, 2009, to the Second Amended and Restated Agreement and Declaration of Trust of Registrant incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A filed on December 3, 2009. | |||
— | (13) Amendment No. 12, dated February 12, 2010, to the Second Amended and Restated Agreement and Declaration of Trust of Registrant, incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (14) Amendment No. 13, dated April 30, 2010 to Amend and Restated Agreement and Declaration of Trust of Registrant, effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (15) Amendment No. 14, dated June 7, 2010 to Amend and Restated Agreement and Declaration of Trust of Registrant, effective September 14, 2005, is filed herewith. | |||
— | (16) Amendment No. 15, dated June 15, 2010, to Amend and Restated Agreement and Declaration of Trust of Registrant, effective September 14, 2005, is filed herewith. | |||
— | (17) Amendment No. 16, dated September 15, 2010, to Amend and Restated Agreement and Declaration of Trust of Registrant, effective September 14, 2005, is filed herewith. | |||
— | (16) Amendment No. 17, dated October 14, 2010, to Amend and Restated Agreement and Declaration of Trust of Registrant, effective September 14, 2005, is filed herewith. | |||
(2)(a) | — | (1) Amended and Restated Bylaws, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 18 on Form N-1A, filed on October 19, 2005. |
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— | (2) Amendment to Amended and Restated Bylaws of Registrant, adopted effective August 1, 2006, incorporated herein by reference to Registrant’s PEA No. 25 on Form N-1A, filed on September 22, 2006. | |||
— | (3) Amendment No. 2 to Amended and Restated Bylaws of Registrant, adopted effective March 23, 2006, incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (4) Amendment No. 3 to Amended and Restated Bylaws of Registrant, adopted effective January 1, 2008, incorporated herein by reference to Registrant’s PEA No. 32 on Form N-1A, filed on February 15, 2008. | |||
— | (5) Amendment No. 4 to Amended and Restated Bylaws of Registrant, adopted effective, incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 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 the Joint Proxy Statement Prospectus contained in this Registration Statement. | ||
(5) | — | Articles II, VI, VII, VIII and IX of the Second Amended and Restated Agreement and Declaration of Trust, as amended, and Articles IV, V and VI of the Amended and Restated Bylaws, as amended, define rights of holders of shares. | ||
(6)(a) | — | (1) Master Investment Advisory Agreement dated November 25, 2003 between Registrant and A I M Advisors, Inc. incorporated herein by reference to Registrant’s PEA No. 16 on Form N-1A, filed on March 2, 2004. | ||
— | (2) Amendment No. 1, dated October 15, 2004, to the Master Investment Advisory Agreement between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 17 on Form N-1A, filed on November 30, 2004. | |||
— | (3) Amendment No. 2, dated March 31, 2006, to the Master Investment Advisory Agreement between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 24 on Form N-1A, filed on April 13, 2006. | |||
— | (4) Amendment No. 3, dated April 14, 2006, to the Master Investment Advisory Agreement between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 25 on Form N-1A, filed on September 22, 2006. | |||
— | (5) Amendment No. 4, dated March 9, 2007, to the Master Investment Advisory Agreement between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (6) Amendment No. 5, dated April 23, 2007, to the Master Investment Advisory Agreement between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (7) Amendment No. 6, dated July 1, 2007, to the Master Investment Advisory Agreement between the Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. |
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— | (8) Amendment No. 7, dated June 2, 2009, to the Master Investment Advisory Agreement between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 37 on Form N-1A, filed on December 3, 2009. | |||
— | (9) Amendment No. 8, dated January 1, 2010, to the Master Investment Advisory Agreement between Registrant and Invesco Advisers, Inc., successor by merger to Invesco Aim Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 40 on Form N-1A, filed on February 12, 2010. | |||
— | (10) Amendment No. 9, dated February 12, 2010 to the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc., incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (11) Amendment No. 10, dated April 30, 2010, to the Master Investment Advisory Agreement between the Registrant and Invesco Advisers, Inc., successor by merger to Invesco Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 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. 33 on Form N-1A, filed on September 23, 2008. | ||
— | (2) Amendment No. 1, dated June 9, 2009, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008, between Invesco Aim Advisors, Inc. on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd., incorporated herein by reference to Registrant’s PEA No. 40 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., 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. 40 on Form N-1A, filed on February 11, 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 Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. |
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— | (5) Amendment No. 4 to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated April 30, 2010 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., incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
7 (a) | — | (1) 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 except Class B shares) and A I M Distributors. Inc. incorporated herein by reference to Registrant’s PEA No. 26 on Form N-1A, filed on October 13, 2006. | ||
— | (2) Amendment No. 1 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 except Class B shares) and A I M Distributors. Inc., dated December 8, 2006 incorporated herein by reference to Registrant’s PEA No. 29 on Form N-1A, filed on March 12, 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. 29 on Form N-1A filed on March 12, 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. 29 on Form N-1A filed on March 12, 2007. | |||
— | (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. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (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. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (7) Amendment No. 6, dated September 28, 2007, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), between Registrant and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (8) Amendment No. 7, dated December 20, 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. 32 on Form N-1A, filed on February 15, 2008. | |||
— | (9) Amendment No. 8, dated April 28, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. |
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— | (10) Amendment No. 9, dated April 30, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | |||
— | (11) Amendment No. 10, dated May 1, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | |||
— | (12) Amendment No. 11, dated July 24, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | |||
— | (13) Amendment No. 12, dated October 3, 2008, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), incorporated herein by reference to Registrant’s PEA No. 34 on Form N-1A, filed on December 17, 2008. | |||
— | (14) Amendment No. 13, dated May 29, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), incorporated herein by reference to Registrant’s PEA No. 36 on Form N-1A, filed on May 28, 2009. | |||
— | (15) Amendment No. 14, dated June 2, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (16) Amendment No. 15, dated July 14, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (17) Amendment No. 16, dated September 25, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (18) Amendment No. 17, dated November 4, 2009, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (19) Amendment No. 18, dated February 1, 2010, to the First Restated Master Distribution Agreement (all classes of shares except Class B shares), incorporated herein by reference to Registrant’s PEA No. 40 on Form N-1A, filed on February 12, 2010. | |||
— | (20) Amendment No. 19, dated February 12, 2010, to the First Restated Master Distribution Agreement (all classes of shares except Class B and Class B5 shares), incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. |
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— | (21) Amendment No. 20, dated February 12, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B and B5 shares) and Invesco Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (22) Amendment No. 21, dated April 30, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B and B5 shares) and Invesco Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (23) Amendment No. 22, dated June 14, 2010, to the First Restated Master Distribution Agreement, (all Classes of Shares except Class B and B5 shares) and Invesco Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on July 26, 2010. | |||
(b) | — | (1) Second Restated Master Distribution Agreement, dated August 18, 2003, as subsequently amended and restated September 20, 2006 and May 4, 2010, between Registrant (Class B and Class B5 shares) and Invesco Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on July 26, 2010. | ||
— | (2) Amendment No. 1, dated June 1, 2010, to the Second Restated Master Distribution Agreement (Class B and Class B5 shares) between Registrant and Invesco Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on July 26, 2010. | |||
— | (3) Amendment No. 2, dated June 14, 2010, to the First Restated Master Distribution Agreement (Class B and Class B5 shares) between Registrant and Invesco Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on July 26, 2010. | |||
(c) | — | Form of Selected Dealer Agreement between A I M Distributors, Inc. and selected dealers incorporated herein by reference to Registrant’s PEA No. 35 on Form N-1A, filed on March 11, 2009. | ||
(d) | — | Form of Bank Selling Group Agreement between A I M Distributors, Inc. and banks incorporated herein by reference to Registrant’s PEA No. 35 on Form N-1A, filed on March 11, 2009. | ||
(8)(a) | — | Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as amended and restated January 1, 2008 incorporated herein by reference to Registrant’s PEA No. 35 on Form N-1A, filed on March 11, 2009. | ||
(b) | — | (1) Form of Invesco Funds Trustee Deferred Compensation Agreement, as amended June 16, 2010, incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on July 26, 2010. | ||
(9)(a) | — | (1) Amended and Restated Master Custodian Contract between Registrant and State Street Bank and Trust Company dated June 1, 2010, incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on July 26, 2010. | ||
(b) | — | Foreign Assets Delegation Agreement, dated November 6, 2006, between A I M Advisors, Inc. and Registrant, is filed herewith. |
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(10)(a) | — | (1) First Restated Master Distribution Plan effective as of August 18, 2003 and as subsequently amended, and as restated September 20, 2006 (Class A shares) incorporated herein by reference to Registrant’s PEA No. 25 on Form N-1A, filed on September 22, 2006. | ||
— | (2) Amendment No. 1 to the First Restated Master Distribution Plan effective as of August 18, 2003 and as subsequently amended, and as restated September 20, 2006 (Class A shares), dated January 31, 2007 incorporated herein by reference to Registrant’s PEA No. 29 on Form N-1A, filed on March 12, 2007. | |||
— | (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. 29 on Form N-1A, filed on March 12, 2007. | |||
— | (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. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (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. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (6) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan (Class A shares) incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | |||
— | (7) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan (Class A shares) incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | |||
— | (8) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan (Class A shares) incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | |||
— | (9) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan (Class A shares) incorporated herein by reference to Registrant’s PEA No. 36 on Form N-1A, filed on May 28, 2009. | |||
— | (10) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan (Class A shares) incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (11) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan (Class A shares) incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (12) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan (Class A shares) incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (13) Amendment No. 12, dated February 1, 2010 to the First Restated Master Distribution Plan (Class A shares) incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (14) Amendment No. 13, dated February 12, 2010, to the First Restated Master |
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Distribution Plan (Class A shares) incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | ||||
— | (15) Amendment No. 14, dated April 30, 2010, to the First Restated Master Distribution Plan (Class A shares) incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (16) Amendment No. 15, dated May 4, 2010, to the First Restated Master Distribution Plan (Class A shares) incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (17) Amendment No. 16, dated June 14, 2010 to the First Restated Master Distribution Plan (Class A shares) incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on July 26, 2010. | |||
(b) | — | (1) First Restated Master Distribution Plan effective as of August 18, 2003 and as restated September 20, 2006 (Class B shares)(Securitization) incorporated herein by reference to Registrant’s PEA No. 25 on Form N-1A, filed on September 22, 2006. | ||
— | (2) Amendment No. 1 to the First Restated Master Distribution Plan effective as of August 18, 2003 and as restated September 20, 2006 (Class B shares)(Securitization), dated January 31, 2007 incorporated herein be reference to Registrant’s PEA No. 29 on Form N-1A, filed on March 12, 2007. | |||
— | (3) Amendment No. 2, dated February 28, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 29 on Form N-1A, filed on March 12, 2007. | |||
— | (4) Amendment No. 3, dated March 9, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (5) Amendment No. 4, dated April 23, 2007, to the Registrant’s First Restated Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (6) Amendment No. 5, dated April 30, 2008, to the Registrant’s First Restated Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | |||
— | (7) Amendment No. 6, dated May 1, 2008, to the Registrant’s First Restated Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | |||
— | (8) Amendment No. 7, dated July 24, 2008, to the Registrant’s First Restated Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | |||
— | (9) Amendment No. 8, dated May 29, 2009, to the Registrant’s First Restated Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 36 on Form N-1A, filed on May 28, 2009. | |||
— | (10) Amendment No. 9, dated June 2, 2009, to the Registrant’s First Restated |
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Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | ||||
— | (11) Amendment No. 10, dated July 1, 2009, to the Registrant’s First Restated Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (12) Amendment No. 11, dated November 4, 2009, to the Registrant’s First Restated Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (13) Amendment No. 12, dated February 12, 2010, to the Registrant’s First Restated Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (14) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (15) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (16) Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan (Class B shares)(Securitization), incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on July 26, 2010. | |||
(c) | — | (1) First Restated Master Distribution Plan (Class C shares) effective as of August 18, 2003 and as subsequently amended, and as restated September 20, 2006, incorporated herein by reference to Registrant’s PEA No. 25 on Form N-1A, filed on September 22, 2006. | ||
— | (2) Amendment No. 1 to the First Restated Master Distribution Plan effective as of August 18, 2003 and as amended, and as restated September 20, 2006 (Class C shares), dated January 31, 2007 incorporated herein by reference to Registrant’s PEA No. 29 on Form N-1A, filed on March 12, 2007. | |||
— | (3) Amendment No. 2, dated February 28, 2007, to the Registrant’s First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 29 on Form N-1A, filed on March 12, 2007. | |||
— | (4) Amendment No. 3, dated March 9, 2007, to the Registrant’s First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (5) Amendment No. 4, dated April 23, 2007, to the Registrant’s First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (6) Amendment No. 5, dated April 30, 2008, to the Registrant’s First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No.33 on Form N-1A, filed on September 23, 2008. |
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— | (7) Amendment No. 6, dated May 1, 2008, to the Registrant’s First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | |||
— | (8) Amendment No. 7, dated July 24, 2008, to the Registrant’s First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | |||
— | (9) Amendment No. 8, dated May 29, 2009, to the Registrant’s First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 36 on Form N-1A, filed on May 28, 2009. | |||
— | (10) Amendment No. 9, dated June 2, 2009, to the Registrant’s First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (11) Amendment No. 10, dated July 1, 2009, to the Registrant’s First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (12) Amendment No. 11, dated November 4, 2009, to the Registrant’s First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (13) Amendment No. 12, dated February 12, 2010, to the Registrant’s First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (14) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (15) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (16) Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on July 26, 2010. | |||
(d) | — | (1) First Restated Master Distribution Plan effective as of August 18, 2003 and as subsequently amended, and as restated September 20, 2006 (Class R shares) incorporated herein by reference to Registrant’s PEA No. 25 on Form N-1A, filed on September 22, 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. 29 on Form N-1A, filed on March 12, 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. 29 on Form N-1A, filed on March 12, 2007. | |||
— | (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 |
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Registrant’s PEA No.33 on Form N-1A, filed on September 23, 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. 36 on Form N-1A, filed on May 28, 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. 37 on Form N-1A, filed on December 3, 2009. | |||
— | (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. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (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. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (9) Amendment No. 8, dated April 30, 2010, to the First Restated Master Distribution Plan (Class R shares) incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (10) Amendment No. 9, dated June 14, 2010, to the First Restated Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on July 26, 2010. | |||
(e) | — | (1) First Restated Master Distribution Plan (Compensation) (Investor Class Shares), effective July 1, 2004 and as subsequently amended, incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. | ||
— | (2) Amendment No. 1, dated December 20, 2007, to the Registrant’s First Restated Master Distribution Plan (Compensation) (Investor Class Shares), effective July 1, 2004 and as subsequently amended, incorporated herein by reference to Registrant’s PEA No. 32 on Form N-1A, filed on February 15, 2008. | |||
— | (3) Amendment No. 2, dated April 28, 2008, to the Registrant’s First Restated Master Distribution Plan (Compensation) (Investor Class Shares), effective July 1, 2004 and as subsequently amended, incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | |||
— | (4) Amendment No. 3, dated April 30, 2010, to the First Restated Master Distribution Plan (Compensation) effective July 1, 2004 as subsequently amended (Investor Class Shares) incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
(f) | — | Form of Master Distribution Plan (Class A, Class B, and Class C Shares) (Reimbursement) incorporated herein by reference to Registrant’s PEA No. 40 on Form N-1A, filed on February 12, 2010. | ||
(g) | — | Form of Master Distribution Plan (Class R Shares)(Reimbursement) incorporated herein by reference to Registrant’s PEA No. 40 on Form N-1A, filed on February 12, 2010. | ||
(h) | — | Form of Master Distribution Plan (Class A, Class A5, Class B, Class B5, Class C, Class C5, Class R and Class R5 Shares)(Reimbursement) incorporated herein by |
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reference to Registrant’s PEA No. 40 on Form N-1A, filed on February 11, 2010. | ||||
(i) | — | Master Related Agreement to the First Restated Master Distribution Plan (Class A shares) incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | ||
(j) | — | Master Related Agreement to the First Restated Master Distribution Plan (Class C shares) incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | ||
(k) | — | Master Related Agreement to the First Restated Master Distribution Plan (Class R shares) incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | ||
(l) | — | Master Related Agreement to First Restated Master Distribution Plan (Compensation) (Investor Class Shares), incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on September 23, 2008. | ||
(m) | — | Form of Service Plan (Class R Shares)(Reimbursement) for certain Invesco Funds, incorporated herein by reference to Registrant’s PEA No. 40 on Form N-1A, filed on February 12, 2010. | ||
(n) | — | Form of Service Plan (Class A, Class A5, Class B, Class B5, Class C, Class C5, Class R and Class R5 Shares)(Reimbursement) for certain AIM and Van Kampen Funds incorporated herein by reference to Registrant’s PEA No. 40 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) | — | Fourth Amended and Restated Transfer Agency and Service Agreement between Registrant and Invesco Investment Services, Inc. dated July 1, 2010 incorporated herein by reference to Registrant’s PEA No. 44 on Form N-1A, filed on October 15, 2010. | |
(b) | — | (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. 25 on Form N-1A, filed on September 22, 2006. | ||
— | (2) Amendment No. 1, dated March 9, 2007, to the Second Amended and Restated Master Administrative Services Agreement, incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (3) Amendment No. 2, dated April 23, 2007, to the Second Amended and Restated Master Administrative Services Agreement, incorporated herein by reference to Registrant’s PEA No. 30 on Form N-1A, filed on October 18, 2007. | |||
— | (4) Amendment No. 3, dated June 2, 2009, to the Second Amended and Restated Master Administrative Services Agreement incorporated herein by reference to Registrant’s PEA No. 38 on Form N-1A, filed on December 3, 2009. | |||
— | (5) Amendment No. 4, dated January 1, 2010, to the Second Amended and |
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Restated Master Administrative Services Agreement incorporated herein by reference to Registrant’s PEA No. 40 on Form N-1A, filed on February 12, 2010. | ||||
— | (6) Amendment No. 5, dated February 12, 2010, to the Second Amended and Restated Master Administrative Services Agreement incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
— | (7) Amendment No. 6, dated April 30, 2010, to the Second Amended and Restated Master Administrative Services Agreement, incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | |||
(c) | — | (1) Sixth Amended and Restated Memorandum of Agreement, regarding securities lending administrative fee waiver dated July 1, 2010 between Registrant and Invesco Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on July 26, 2010. | ||
— | (2) Memorandum of Agreement, regarding advisory fee waivers and affiliated Money Market fee waivers, dated July 1, 2010, between Registrant and Invesco Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on July 26, 2010. | |||
— | (3) Memorandum of Agreement, regarding expense limitations, dated July 1, 2010, between Invesco Advisers, Inc. and Registrant incorporated herein by reference to Registrant’s PEA No. 43 on Form N-1A, filed on July 26, 2010. | |||
(d) | — | Third Amended and Restated Interfund Loan Agreement, dated December 30, 2005, between Registrant and AIM Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 33 on Form N-1A, filed on November 16, 2006. | ||
(e) | — | Eighteenth Amended and Restated Multiple Class Plan of The AIM Family of Funds®, effective December 12, 2001, as amended and restated April 10, 2010 incorporated herein by reference to Registrant’s PEA No. 41 on Form N-1A, filed on May 28, 2010. | ||
(14) | (a) | — | Consent of Ernst & Young LLP is filed herewith. | |
(b) | — | Consent of Deloitte & Touche LLP is filed herewith. | ||
(c) | — | Consent of PricewaterhouseCoopers 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 is filed herewith. | |
(b) | — | Power of Attorney for Mr. Frischling is filed herewith. | ||
17 | — | Form of Proxy Cards relating to the Special Meeting of Shareholders is filed herewith. |
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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 filed 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 in the prospectus will by Post-Effective Amendment. |
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By: | /s/ Philip A. Taylor | |||
Philip A. Taylor, President | ||||
SIGNATURES | TITLE | DATE | ||
/s/ Philip A. Taylor | Trustee & President (Principal Executive Officer) | November 24, 2010 | ||
/s/ David C. Arch* | Trustee | November 24, 2010 | ||
/s/ Bob R. Baker* | Trustee | November 24, 2010 | ||
/s/ Frank S. Bayley* | Trustee | November 24, 2010 | ||
/s/ James T. Bunch* | Trustee | November 24, 2010 | ||
/s/ Bruce L. Crockett* | Chair & Trustee | November 24, 2010 | ||
/s/ Rod Dammeyer* | Trustee | November 24, 2010 | ||
/s/ Albert R. Dowden* | Trustee | November 24, 2010 | ||
/s/ Jack M. Fields* | Trustee | November 24, 2010 | ||
/s/ Martin L. Flanagan* | Trustee | November 24, 2010 | ||
/s/ Carl Frischling* | Trustee | November 24, 2010 | ||
/s/ Prema Mathai-Davis* | Trustee | November 24, 2010 |
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SIGNATURES | TITLE | DATE | ||
/s/ Lewis F. Pennock* | Trustee | November 24, 2010 | ||
/s/ Larry Soll* | Trustee | November 24, 2010 | ||
/s/ Hugo F. Sonnenschein* | Trustee | November 24, 2010 | ||
/s/ Raymond Stickel, Jr.* | Trustee | November 24, 2010 | ||
/s/ Wayne W. Whalen* | Trustee | November 24, 2010 | ||
/s/ Sheri Morris | Vice President & Treasurer (Principal Financial and Accounting Officer) | November 24, 2010 |
*By | /s/ Philip A. Taylor | ||
Philip A. Taylor | |||
Attorney-in-Fact |
* | Philip A. Taylor, pursuant to powers of attorney dated November 5 and 8, 2010, filed herewith. |
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Exhibit | ||
Number | Description | |
1(a)(15) | Amendment No. 14 dated June 7, 2010 to Amend and Restated Agreement and Declaration of Trust of Registrant, effective September 14, 2005 | |
1(a)(16) | Amendment No. 15 dated June 15, 2010, to Amend and Restated Agreement and Declaration of Trust of Registrant, effective September 14, 2005 | |
1(a)(17) | Amendment No. 16 dated September 15, 2010, to Amend and Restated Agreement and Declaration of Trust of Registrant, effective September 14, 2005 | |
1(a)(18) | Amendment No. 17 dated October 14, 2010, to Amend and Restated Agreement and Declaration of Trust of Registrant, effective September 14, 2005 | |
9(b) | Foreign Asset Delegation Agreement, dated November 6, 2006, between A I M Advisors, Inc. and Registrant | |
11 | Opinion and Consent of Stradley Ronon Stevens & Young, LLP | |
14(a) | Consent of Ernst & Young LLP | |
14(b) | Consent of Deloitte & Touche LLP | |
14(c) | Consent of PricewaterhouseCoopers 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 relating to the Special Meeting of Shareholders |