e485bpos

As filed with the Securities and Exchange Commission on December 30, 2010
Securities Act Registration No. 333-170822

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


o Pre-effective Amendment No. ____		þ Post-effective Amendment No. 1
(Check appropriate box or boxes)

AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)

(Exact Name of Registrant as Specified in Charter)

11 Greenway Plaza, Suite 2500
Houston, TX 77046
(Address of Principal Executive Offices)

(713) 626-1919
(Registrant’s Telephone Number, including Area Code)

John M. Zerr, Esquire
11 Greenway Plaza, Suite 2500, Houston, TX 77046
(Name and Address of Agent for Service of Process)

With Copies to:


Elisa Mitchell, Esquire		Kenneth L. Greenberg, Esquire
Invesco Advisers, Inc.		Stradley Ronon Stevens and Young, LLP
Two Peachtree Pointe		2600 One Commerce Square
1555 Peachtree Street, N.E., Suite 1800		Philadelphia, PA 19103
Atlanta, Georgia 30309

Approximate Date of Proposed Public Offering: As soon as practicable after the Registration Statement becomes effective under the Securities Act of 1933.

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933, as amended.

The title of the securities being registered are Class A, Class B, Class C, Class Y and Institutional Class shares of Invesco Charter Fund; and

Class A, Class B, Class C, Class R, Class Y and Investor Class shares of Invesco Diversified Dividend Fund.

No filing fee is due in reliance on Section 24(f) of the Investment Company Act of 1940.

December 30, 2010

Dear Shareholder,

On June 1, Invesco completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments.

The Invesco and Van Kampen/Morgan Stanley retail investment capabilities were highly complementary, enabling Invesco to provide a more balanced product offering to Invesco Funds’ shareholders. As a result of the combination, Invesco gained investment talent for a number of investment strategies, including U.S. Value Equity, U.S. Small Cap Growth Equity, Tax-Free Municipals, Bank Loans and others. With this enhanced expertise and a comprehensive range of diverse investment capabilities, Invesco is better positioned than ever to meet the needs of investors across the U.S. and around the globe.

Since June 1, Invesco has been conducting a comprehensive review of its product line to sharpen its offerings to investors. A key goal of this effort is to reduce overlap and enhance efficiency across the product line for the benefit of Invesco Funds’ shareholders and Invesco.

As the next step in the process of integrating the combined business, the Invesco Funds Boards have approved a realignment of fund offerings, subject to shareholder approval. If approved by shareholders, the proposed realignment will:

	§		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.

In addition, most Funds will continue to be managed by their existing investment management teams post-reorganization and many shareholders will experience a reduction in total expense ratio, decreasing the cost of their investment. In cases where management fee expenses are scheduled to increase as a result of a proposed reorganization, Invesco has instituted a cap on the total expense ratio of the Acquiring Fund intended to provide an expense ratio that is at or near the lowest current expense ratio of all Target Funds in each proposed set of reorganizations (excluding certain investment-related costs) for a period of time post reorganization.

The independent trustees of your Board believe that the reorganization proposed in this proxy is in the best interest of your Fund and the attached proxy seeks your vote in favor of the proposed reorganization.

Your vote is important. Please take a moment after reviewing the enclosed materials to sign and return your proxy card in the enclosed postage paid return envelope. If you attend the meeting, you may vote your shares in person. If you expect to attend the meeting in person, or have questions, please notify us by calling 1-800-959-4226. You may also vote your shares by telephone or through a website established for that purpose by following the instructions that appear on the enclosed proxy card. If we do not hear from you after a reasonable amount of time, you may receive a telephone call from our proxy solicitor, Computershare Fund Services, Inc., reminding you to vote your shares.

Sincerely,

Mr. Philip Taylor
President and Principal Executive Officer

AIM COUNSELOR SERIES TRUST
(Invesco Counselor Series Trust)

11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on April 14, 2011

A special meeting (the “Meeting”) of the shareholders of the Invesco Multi-Sector Fund (the “Target Fund”), a series of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Target Trust”), will be held on April 14, 2011 at 3:00 p.m., Central time, at 11 Greenway Plaza, Suite 2500, Houston, Texas 77046 to vote on the following proposal:

To approve an Agreement and Plan of Reorganization between the Target Fund and the Invesco Charter Fund (the “Acquiring Fund”), a series of AIM Equity Funds (Invesco Equity Funds) (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”).

Shareholders of record as of the close of business on January 14, 2011 are entitled to notice of, and to vote at, the Meeting or any adjournment of the Meeting. The proposal will be effected only if the Target Fund’s shareholders approve the proposal.

The Board of Trustees of the Target Trust (the “Board”) requests that you vote your shares by completing the enclosed proxy card and returning it in the enclosed postage paid return envelope, or by voting by telephone or via the Internet using the instructions on the proxy card.

The Board recommends that you cast your vote FOR the above proposal as described in the Proxy Statement/Prospectus.

Please sign and promptly return the proxy card in the postage paid return envelope regardless of the number of shares owned.

Proxy card instructions may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy card or by attending the Meeting and voting in person.



Mr. Philip Taylor
President and Principal Executive Officer

December 30, 2010

AIM COUNSELOR SERIES TRUST
(Invesco Counselor Series Trust)

AIM EQUITY FUNDS (Invesco Equity Funds)

11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246

PROXY STATEMENT/PROSPECTUS

December 30, 2010

Introduction

This Proxy Statement/Prospectus contains information that shareholders of the Invesco Multi-Sector Fund (the “Target Fund”), a series of AIM Counselor Series Trust (Invesco Counselor Series Trust) (the “Target Trust”) should know before voting on the proposed reorganization that is described herein, and should be retained for future reference. The document is both the proxy statement of the Target Fund and also a prospectus for the Invesco Charter Fund (the “Acquiring Fund”) which is a series of AIM Equity Funds (Invesco Equity Funds) (the “Acquiring Trust”). The Target Fund and the Acquiring Fund are series of a registered open-end management investment company. The Target Fund and the Acquiring Fund collectively are referred to as the “Funds” and individually as a “Fund.”

A special meeting of the shareholders of the Target Fund (the “Meeting”) will be held at 11 Greenway Plaza, Suite 2500, Houston, Texas 77046 on April 14, 2011 at 3:00 p.m. Central time. At the Meeting, shareholders of the Target Fund will be asked to consider the following proposal:

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”).

The total value of the Acquiring Fund shares of each class that shareholders will receive in the Reorganization will be the same as the total value of the shares of each class of the Target Fund that shareholders held immediately prior to the Reorganization. The Reorganization is anticipated to be a tax-free transaction, meaning that shareholders should not be required to pay any federal income tax in connection with the Reorganization. No sales charges or redemption fees will be imposed in connection with the Reorganization.

The Board of Trustees of the Target Trust (the “Board”) has fixed the close of business on January 14, 2011 as the record date (“Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment thereof. Shareholders of the Target Fund on the Record Date will be entitled to one vote for each share of the Target Fund held (and a proportionate fractional vote for each fractional share). This Proxy Statement/Prospectus, the enclosed Notice of Special Meeting of Shareholders and the enclosed proxy card will be mailed on or about January 19, 2011 to all shareholders eligible to vote on the Reorganization.

The Board has approved the Agreement and Plan of Reorganization and has determined that the Reorganization is in the best interest of the Target Fund and the Acquiring Fund and will not dilute the interests of the existing shareholders of the Target Fund or the Acquiring Fund. If shareholders of the Target Fund do not approve the Reorganization, the Board will consider what further action is appropriate for the Target Fund.

Additional information about the Funds is available in the:

•

Prospectuses for the Target Fund and the Acquiring Fund;

	•		Annual and semi-annual reports to shareholders of the Target Fund and Acquiring Fund; and

	•		Statements of Additional Information (“SAIs”) for the Target Fund and the Acquiring Fund.

These documents are on file with the Securities and Exchange Commission (the “SEC”). The current prospectus of the Target Fund is incorporated herein by reference and is legally deemed to be part of this Proxy Statement/Prospectus. A copy of the current prospectus of the Acquiring Fund accompanies this Proxy Statement/Prospectus and is incorporated herein by reference and deemed to be part of this Proxy Statement/Prospectus. The SAI to this Proxy Statement/Prospectus, dated the same date as this Proxy Statement/Prospectus, also is incorporated herein by reference and is deemed to be part of this Proxy Statement/Prospectus. The Target Fund prospectuses, the most recent annual report to shareholders, containing audited financial statements for the most recent fiscal year, and the most recent semi-annual report to shareholders of the Target Fund have been previously mailed to shareholders and are available on the Target Fund’s website at www.invesco.com.

Copies of all of these documents are available upon request without charge by visiting or writing to the Target Fund, at 11 Greenway Plaza, Suite 2500, Houston, Texas 77046, or calling (800) 959-4246.

You also may view or obtain these documents from the SEC’s Public Reference Room, which is located at 100 F Street, N.E., Washington, D.C. 20549-1520, or from the SEC’s website at www.sec.gov. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. You can also request copies of these materials, upon payment at the prescribed rates of the duplicating fee, by electronic request to the SEC’s e-mail address (publicinfo@sec.gov) or by writing the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington, D.C. 20549-1520.

These securities have not been approved or disapproved by the Securities and Exchange Commission nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of this Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense. An investment in the Funds is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. You may lose money by investing in the Funds.

PROPOSAL: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION

Shareholders of the Target Fund are being asked to consider and approve an Agreement and Plan of Reorganization (the “Agreement”) that will have the effect of reorganizing the Target Fund with and into the Acquiring Fund, as summarized below. The Agreement provides 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.

SUMMARY OF KEY INFORMATION

The following is a summary of certain information contained elsewhere in this Proxy Statement/Prospectus, in the Agreement, and/or in the prospectuses and SAIs of the Funds. Shareholders should read the entire Proxy Statement/Prospectus and the prospectus of the Acquiring Fund carefully for more complete information.

On what am I being asked to vote?

As a shareholder of the Target Fund, you are being asked to consider and vote to approve the Agreement under which the assets and liabilities of the Target Fund will be transferred to the Acquiring Fund.

If shareholders of the Target Fund approve the Agreement, shares of each class of the Target Fund will be exchanged for Acquiring Fund shares of the corresponding class of equal value, which will result in your holding shares of the Acquiring Fund equal to the value of your shares of the corresponding class of the Target Fund, and the Target Fund will be liquidated and terminated.

Has my Fund’s Board of Trustees approved the Reorganization?

Yes. The Board has carefully reviewed the proposal and unanimously approved the Agreement and the Reorganization. The Board recommends that shareholders of the Target Fund vote in favor of the Agreement.

What are the reasons for the proposed Reorganization?

On June 1, 2010, Invesco Ltd. (“Invesco”), the indirect parent company of Invesco Advisers, Inc., the Funds’ investment adviser (“Invesco Advisers” or “Adviser”), acquired the retail mutual fund business of Morgan Stanley, which included 92 Morgan Stanley and Van Kampen branded funds. This transaction filled gaps in Invesco’s product line-up and has enabled the company to expand its investment offerings to retail customers. The transaction also resulted in significant product overlap. The Reorganization proposed in this Proxy Statement/Prospectus is part of a larger group of reorganizations across Invesco’s mutual fund platform. The reorganizations are designed to put forth Invesco’s most compelling investment processes and strategies, reduce product overlap, and create scale in the resulting funds.

In considering the Reorganization and the Agreement, the Board considered these and other factors in concluding that the Reorganization would be in the best interest of the Target Fund. The Board’s considerations are described in more detail in the “THE PROPOSED REORGANIZATION — Board Considerations in Approving the Reorganization” section below.

What effect will the Reorganization have on me as a shareholder?

Immediately after the Reorganization, you will hold shares of a class of the Acquiring Fund that are equal in value to the shares of the corresponding class of the Target Fund that you held immediately prior to the closing of the Reorganization. The principal differences between the Target Fund and the Acquiring Fund are described in this Proxy Statement/Prospectus. The prospectus of the Acquiring Fund that accompanies this Proxy Statement/Prospectus contains additional information about the Acquiring Fund that you will hold shares of following the Reorganization, if approved.

How do the Funds’ investment objectives, principal investment strategies and risks compare?

The Acquiring Fund and the Target Fund have similar investment objectives, as described below. Each Fund’s investment objective is classified as non-fundamental, which means that it can be changed by the Board without shareholder approval, although there is no present intention to do so.

Investment Objectives


Target Fund		Acquiring Fund
Capital growth		Long-term growth of capital

The principal investment strategies of the Acquiring Fund are similar to the principal investment strategies of the Target Fund, although the Acquiring Fund may invest in different types of investments and have different investment policies and limitations than the Target Fund. As a result the risks of owning shares of the Acquiring Fund are similar to the risks of owning shares of the Target Fund, although the risks of the Funds may not be exactly the same. The sections below entitled “ADDITIONAL INFORMATION ABOUT THE FUNDS — Comparison of Principal Investment Strategies” and “Comparison of the Principal Risks of Investing in the Funds” compare the principal investment strategies and risks of the Target Fund and the Acquiring Fund and highlight certain key differences.

How do the Funds’ expenses compare?

The tables below provide a summary comparison of the expenses of the Target Fund and the Acquiring Fund, as well as estimated expenses on a pro forma basis giving effect to the proposed Reorganization. The pro forma expense ratios show projected estimated expenses but actual expenses may be greater or less than those shown.

Expense Tables and Expense Examples ^*


	Current						*Pro Forma*
							Target Fund
							+
							Acquiring Fund
							(assumes
	Multi-Sector			Charter Fund			Reorganization is
	Fund (Target)			(Acquiring)			completed)
	Class A			Class A			Class A
Shareholder Fees (Fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)		5.50	%		5.50	%		5.50	%
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)	None¹			None			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.69	%		0.63	%		0.62	%³
Distribution and Service (12b-1) Fees		0.25	%		0.25	%		0.25	%
Other Expenses		0.38	%		0.41	%		0.40	%
Acquired Fund Fees and Expenses		0.00	%**		0.03	%		0.03	%
Total Annual Fund Operating Expenses		1.32	%		1.32	%		1.30	%

Fee Waiver and/or Expense Reimbursement		0.00	%		0.01	%²		0.00	%
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement		1.32	%		1.31	%		1.30	%


	Current						*Pro Forma*
							Target Fund
							+
							Acquiring Fund
							(assumes
	Multi-Sector			Charter Fund			Reorganization is
	Fund (Target)			(Acquiring)			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		0.69	%		0.63	%		0.62	%³
Distribution and Service (12b-1) Fees		1.00	%		1.00	%		1.00	%
Other Expenses		0.38	%		0.41	%		0.40	%
Acquired Fund Fees and Expenses		0.00	%**		0.03	%		0.03	%
Total Annual Fund Operating Expenses		2.07	%		2.07	%		2.05	%

Fee Waiver and/or Expense Reimbursement		0.00	%		0.01	%²		0.00	%
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement		2.07	%		2.06	%		2.05	%


	Current						*Pro Forma*
							Target Fund
							+
							Acquiring Fund
							(assumes
	Multi-Sector			Charter Fund			Reorganization is
	Fund (Target)			(Acquiring)			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		0.69	%		0.63	%		0.62	%³
Distribution and Service (12b-1) Fees		1.00	%		1.00	%		1.00	%
Other Expenses		0.38	%		0.41	%		0.40	%
Acquired Fund Fees and Expenses		0.00	%**		0.03	%		0.03	%

Total Annual Fund Operating Expenses		2.07	%		2.07	%		2.05	%

Fee Waiver and/or Expense Reimbursement		0.00	%		0.01	%²		0.00	%
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement		2.07	%		2.06	%		2.05	%


	Current						*Pro Forma*
							Target Fund
							+
							Acquiring Fund
							(assumes
	Multi-Sector			Charter Fund			Reorganization is
	Fund (Target)			(Acquiring)			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		0.69	%		0.63	%		0.62	%³
Distribution and Service (12b-1) Fees	None			None			None
Other Expenses		0.38	%		0.41	%		0.40	%
Acquired Fund Fees and Expenses		0.00	%**		0.03	%		0.03	%

Total Annual Fund Operating Expenses		1.07	%		1.07	%		1.05	%

Fee Waiver and/or Expense Reimbursement		0.00	%		0.01	%²		0.00	%
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement		1.07	%		1.06	%		1.05	%


	Current						*Pro Forma*
							Target Fund
							+
							Acquiring Fund
							(assumes
	Multi-Sector			Charter Fund			Reorganization is
	Fund (Target)			(Acquiring)			completed)
	Institutional			Institutional			Institutional
	Class			Class			Class
Shareholder Fees (Fees paid directly from your investment)
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None			None			None
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price or redemption proceeds, whichever is less)	None			None			None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees		0.69	%		0.63	%		0.62	%³
Distribution and Service (12b-1) Fees	None			None			None
Other Expenses		0.10	%		0.15	%		0.12	%
Acquired Fund Fees and Expenses		0.00	%**		0.03	%		0.03	%

Total Annual Fund Operating Expenses		0.79	%		0.81	%		0.77	%

Fee Waiver and/or Expense Reimbursement		0.00	%		0.01	%²		0.00	%
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement		0.79	%		0.80	%		0.77	%


*		Expense ratios reflect annual fund operating expenses for the most recent fiscal year (as disclosed in the Funds’ current prospectuses) of the Target Fund (August 31, 2010) and the Acquiring Fund (October 31, 2009). Pro forma numbers are estimated as if the Reorganization had been completed as of November 1, 2008 and do not include the estimated costs of the Reorganization. The estimated Reorganization costs that the Target Fund will bear are $200,000. Invesco Advisers estimates shareholders will recoup these costs through reduced expenses in 3 months or less. For more information on the costs of the Reorganization to be borne by the Funds, see “Costs of the Reorganization” below.


**		Amount is less then 0.01%.


¹		A contingent deferred sales charge may apply for purchases of $1,000,000 or more that are redeemed within 18 months of purchase (or one year of purchase in the case of an employee benefit plan).

²		Through December 31, 2012, Invesco Advisers has contractually agreed to waive a portion of its advisory fees to the extent necessary so that the advisory fees payable by the Acquiring Fund do not exceed a specified maximum annual advisory fee rate, wherein the fee rate includes breakpoints and is based upon net asset levels. The Acquiring Fund’s maximum annual advisory fee rate ranges from 0.75% (for average net assets up to $150 million) to 0.52% (for average net assets over $10 billion). The Board or Invesco Advisers. may mutually agree to terminate the fee waiver arrangements at any time.

³		Effective upon the closing of the Reorganization, the Acquiring Fund’s advisory fee schedule has been amended. The advisory fee rates to be paid to the Adviser based on the annual rate of the Fund’s average daily net assets are as follows: 0.695% of the first $250 million, plus 0.615% of the next $4.05 billion, plus 0.57% of the next $3.9 billion, plus 0.545% of the next $1.8 billion, plus 0.52% of the Fund’s average daily net assets in excess of $10 billion. Management fees have been restated to reflect the new contractual management fee schedule that will be effective upon closing of the Reorganization.

Expense Example

This Example is intended to help you compare the costs of investing in different classes of the Target Fund and the Acquiring Fund with the cost of investing in other mutual funds. Pro forma combined costs of investing in different classes of the Acquiring Fund after giving effect to the Reorganization of the Target Fund into the Acquiring Fund are also provided. All costs are based upon the information set forth in the Fee Tables above.

The Example assumes that you invest $10,000 for the time periods indicated and shows the expenses that you would pay if you redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year and that the operating expenses remain the same. The Example reflects fee waivers and/or expense reimbursements that are contractual, if any, but does not reflect voluntary fee waivers and/or expense reimbursements. To the extent fees are waived and/or expenses are reimbursed on a voluntary basis, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:


	One		Three		Five		Ten
Fund/Class	Year		Years		Years		Years
Multi-Sector Fund (Target) — Class A	$	677	$	945	$	1,234	$	2,053
Charter Fund (Acquiring) — Class A	$	676	$	942	$	1,231	$	2,050
Combined *Pro forma* Target Fund + Acquiring Fund — Class A (assuming the Reorganization is completed)	$	675	$	939	$	1,224	$	2,032

Multi-Sector Fund (Target) — Class B	$	710	$	949	$	1,314	$	2,208	¹
Multi-Sector Fund (Target) — Class B (if you did not redeem your shares)	$	210	$	649	$	1,114	$	2,208	¹
Charter Fund (Acquiring) — Class B	$	709	$	946	$	1,311	$	2,205
Charter Fund (Acquiring) — Class B (if you did not redeem your shares)	$	209	$	646	$	1,111	$	2,205
Combined *Pro forma* Target Fund + Acquiring Fund -Class B (assuming the Reorganization is completed)	$	708	$	943	$	1,303	$	2,187
Combined *Pro forma* Target Fund + Acquiring Fund -Class B (assuming the Reorganization is completed) (if you did not redeem your shares)	$	208	$	643	$	1,103	$	2,187

Multi-Sector Fund (Target) — Class C	$	310	$	649	$	1,114	$	2,400
Multi-Sector Fund (Target) — Class C (if you did not redeem your shares)	$	210	$	649	$	1,114	$	2,400
Charter Fund (Acquiring) — Class C	$	309	$	646	$	1,111	$	2,398
Charter Fund (Acquiring) — Class C (if you did not redeem your shares)	$	209	$	646	$	1,111	$	2,398
Combined *Pro forma* Target Fund + Acquiring Fund -Class C (assuming the Reorganization is completed)	$	308	$	643	$	1,103	$	2,379
Combined *Pro forma* Target Fund + Acquiring Fund -Class C (assuming the Reorganization is completed) (if you did not redeem your shares)	$	208	$	643	$	1,103	$	2,379

Multi-Sector Fund (Target) — Class Y	$	109	$	340	$	590	$	1,306
Charter Fund (Acquiring) — Class Y	$	108	$	337	$	587	$	1,303
Combined *Pro forma* Target Fund + Acquiring Fund -Class Y (assuming the Reorganization is completed)	$	107	$	334	$	579	$	1,283

Multi-Sector Fund (Target) — Institutional Class	$	81	$	252	$	439	$	978
Charter Fund (Acquiring) — Institutional Class	$	82	$	255	$	447	$	999
Combined *Pro forma* Target Fund + Acquiring Fund - Institutional Class (assuming the Reorganization is completed)	$	79	$	246	$	428	$	954


1.		Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on.

The Example is not a representation of past or future expenses. Each Fund’s actual expenses, and an investor’s direct and indirect expenses, may be more or less than those shown. The table and the assumption in the

Example of a 5% annual return are required by regulations of the SEC applicable to all mutual funds. The 5% annual return is not a prediction of and does not represent the Funds’ projected or actual performance.

For further discussion regarding the Board’s consideration of the fees and expenses of the Funds in approving the Reorganization, see the section entitled “THE PROPOSED REORGANIZATION — Board Considerations in Approving the Reorganization” in this Proxy Statement/Prospectus.

How do the performance records of the Funds compare?

The performance history of each Fund for certain periods as of September 30, 2010 is shown below. The returns below may not be indicative of a Fund’s future performance. The table below compares the performance history of the Acquiring Fund’s oldest share class to the performance history of the comparable class of the Target Fund as of September 30, 2010. Since inception performance is only provided for share classes with less than 10 years of performance history. Other classes of shares that are not presented would have had substantially similar annual returns because the shares are invested in the same portfolio of securities and the annual returns will differ only to the extent that the classes do not have the same expenses. The prospectuses for the Funds contain additional performance information under the headings “Performance Information” and “Financial Highlights.” Additional performance information and a discussion of performance are also included in each Fund’s most recent annual report to shareholders.

Average Annual Total Returns*


							10 Years or
	1 Year			5 Years			Since Inception
Charter Fund (Acquiring) — Class A (inception date: November 26, 1968)
Return Before Taxes		(1.23	)%		2.44	%		(1.71	)%
Return After Taxes on Distributions		(1.32	)%		2.29	%		(1.90	)%
Return After Taxes on Distributions and Sale of Fund Shares		(0.68	)%		2.08	%		(1.47	)%

Multi-Sector Fund (Target) — Class A (inception date: September 3, 2002)
Return Before Taxes		(0.97	)%		(2.01	)%		5.62	%
Return After Taxes on Distributions		(1.02	)%		(2.45	)%		5.10	%
Return After Taxes on Distributions and Sale of Fund Shares		(0.57	)%		(1.73	)%		4.75	%


*		The above total return figures reflect the maximum front-end sales charge (load) of 5.50% applicable to Class A shares.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

How do the management, investment adviser and other service providers of the Funds compare?

Each Fund is overseen by the same Board and officers. In addition, Invesco Advisers, a registered investment adviser, serves as primary investment adviser for each Fund pursuant to an investment advisory agreement that contains substantially identical terms (except for fees) for each Fund. The advisory fee of the Acquiring Fund at certain breakpoint levels is higher than the advisory fee of the Target Fund but additional breakpoint levels will be added to the Acquiring Fund’s advisory fee schedule to ensure that the Acquiring Fund advisory fee schedule is equal to or lower than the Target Fund’s advisory fee schedule at all asset levels. As a result, shareholders of the Target Fund that are reorganized into the Acquiring Fund should experience a net effective management fee decrease. Invesco Advisers is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. Invesco Advisers has acted as an investment adviser since its organization in 1976. As of September 30, 2010, Invesco Advisers had $300.3 billion under management. Invesco Advisers is an indirect, wholly owned subsidiary of Invesco.

The advisory agreement applicable to the Funds provides that Invesco Advisers may delegate any and all of its rights, duties and obligations to one or more wholly owned affiliates of Invesco as sub-advisers (the “Invesco Sub-Advisers”). Pursuant to Master Intergroup Sub-Advisory Contracts, the Invesco Sub-Advisers may be appointed by Invesco Advisers from time to time to provide discretionary investment management services, investment advice, and/or order execution services to a Fund. The Invesco Sub-Advisers, each of which is an indirect, wholly owned subsidiary of Invesco and a registered investment adviser under the Investment Advisers Act of 1940, are:


•	Invesco Asset Management Deutschland GmbH;	•	Invesco Hong Kong Limited;

•	Invesco Asset Management Limited;	•	Invesco Asset Management (Japan) Limited;

•	Invesco Australia Limited;	•	Invesco Senior Secured Management, Inc.; and

•	Invesco Trimark Ltd.

Other key service providers to the Target Fund, including the administrator, transfer agent, custodian, distributor and auditor, provide the same or substantially the same services to the Acquiring Fund. The Acquiring Fund’s prospectus and SAI describe the services and other arrangements with these service providers.

How do the Funds’ purchase and redemption procedures and exchange policies compare?

The purchase and redemption procedures and exchange policies for each class of the Target Fund are the same as those of the corresponding class of the Acquiring Fund.

How do the Funds’ sales charges and distribution arrangements compare?

The sales charges and sales charge exemptions for each class of the Target Fund are the same as those of the corresponding class of the Acquiring Fund. For more information on the sales charges and distribution and shareholder servicing arrangements of the Funds, see the section entitled “Comparison of Share Classes and Distribution Arrangements.”

Will the Acquiring Fund have different portfolio managers than the Target Fund?

Yes. The portfolio management team of the Target Fund and the Acquiring Fund will be different. Please see the Acquiring Fund’s prospectus for a complete discussion of the Acquiring Fund’s portfolio management team.

Will there be any tax consequences resulting from the proposal?

The Reorganization is designed to qualify as a tax-free reorganization for federal income tax purposes and the Target Fund anticipates receiving a legal opinion to that effect. Thus, while there can be no guarantee that the Internal Revenue Service (“IRS”) will adopt a similar position, it is expected that shareholders will have no adverse federal income tax consequences as a result of the Reorganization. Shareholders should consult their tax adviser about state and local tax consequences of the Reorganization, if any, because the information about tax consequences in this Proxy Statement/Prospectus relates to the federal income tax consequences of the Reorganization only.

When is the Reorganization expected to occur?

If shareholders of the Target Fund approve the Reorganization, it is anticipated that the Reorganization will occur in the second quarter of 2011.

How do I vote on the Reorganization?

There are several ways you can vote your shares, including in person at the Meeting, by mail, by telephone or via the Internet. The proxy card that accompanies this Proxy Statement/Prospectus provides detailed instructions on how you may vote your shares. If you properly fill in and sign your proxy card and send it to us in time to vote at the Meeting, your “proxy” (the individuals named on your proxy card) will vote your shares as you have directed. If you sign your proxy card but do not make specific choices, your proxy will vote your shares FOR the proposal, as recommended by the Board, and in their best judgment on other matters.

What will happen if shareholders of the Target Fund do not approve the Reorganization?

If the shareholders of the Target Fund do not approve the Reorganization, the Target Fund’s Board will consider other possible courses of action for the Target Fund.

What if I do not wish to participate in the Reorganization?

If you do not wish to have your shares of your Target Fund exchanged for shares of the Acquiring Fund as part of the Reorganization that is approved by shareholders, you may redeem your shares prior to the consummation of the Reorganization. If you redeem your shares, you will incur any applicable deferred sales charge and if you hold shares in a taxable account, you will recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them.

Why are you sending me the Proxy Statement/Prospectus?

You are receiving this Proxy Statement/Prospectus because you own shares in the Target Fund as of the Record Date and have the right to vote on the very important proposal described herein concerning the Target Fund. This Proxy Statement/Prospectus contains information that shareholders of the Target Fund should know before voting on the proposed Reorganization. This document is both a proxy statement of the Target Fund and also a prospectus for the Acquiring Fund.

Where can I find more information about the Funds and the Reorganization?

Additional information about the Funds can be found in their respective prospectuses and SAIs. The remainder of this Proxy Statement/Prospectus contains additional information about the Reorganization. You are encouraged to read the entire document. If you need any assistance, or have any questions regarding the Reorganization or how to vote, please call Invesco Client Services at 1-800-959-4246.

ADDITIONAL INFORMATION ABOUT THE FUNDS

Comparison of Principal Investment Strategies

The following section compares the principal investment strategies of the Target Fund with the principal investment strategies of the Acquiring Fund and highlights any key differences. In addition to the principal investment strategies described below, each Fund is also subject to certain additional investment policies and limitations, which are described in each Fund’s prospectus and SAI. The cover page of this Proxy Statement/Prospectus describes how you can obtain copies of these documents. A comparison of the principal risks associated with the Funds’ investment strategies is described below under “Comparison of Principal Risks of Investing in the Funds.”

Principal Investment Strategies. The Acquiring Fund’s portfolio management team seeks to construct a portfolio of issuers that have high or improving return on invested capital (ROIC), quality management, a strong competitive position and which are trading at compelling valuations. The Acquiring Fund invests primarily in equity securities. In selecting securities for the Acquiring Fund, the portfolio managers conduct fundamental research of issuers to gain a thorough understanding of their business prospects, appreciation potential and return on invested capital. The process they use to identify potential investments for the Acquiring Fund includes three phases: financial analysis, business analysis and valuation analysis. The portfolio managers will generally invest in an issuer when they have determined it potentially has high or improving ROIC, quality management, a strong competitive position and is trading at an attractive valuation. The Acquiring Fund’s portfolio managers consider

selling a security when it exceeds the target price, has not shown a demonstrable improvement in fundamentals or a more compelling investment opportunity exists.

The Target Fund seeks to meet its objective by investing, normally, one-fifth of its assets in equity securities of issuers doing business in each of the following five sectors: energy, financial services, health care, leisure and technology. The Target Fund considers an issuer to be doing business in a particular sector if it meets at least one of the following tests: (1) at least 50% of its gross income or its net sales comes from activities in the particular sector; (2) at least 50% of its assets are devoted to producing revenues in the particular sector; or (3) based on other available information, the portfolio managers determine that its primary business is within the particular sector. The Target Fund invests primarily in equity securities, specifically common and preferred stocks, convertible securities, rights and warrants to purchase common stock and depositary receipts. In selecting securities, the Target Fund’s portfolio managers use a research-oriented “bottom-up” investment approach, focusing on issuer fundamentals, growth and value prospects. In general, the Target Fund emphasizes companies that the Adviser believes are well managed and should generate above-average long-term capital appreciation. Investments are made without regard to market capitalization. The portfolio managers will consider selling a company in any of the sectors if, among other things, the portfolio managers conclude: (1) a securities price reaches its valuation target; (2) an issuer’s fundamentals deteriorate; (3) it no longer meets the investment criteria; or (4) a more attractive investment opportunity is identified.

Foreign Securities. The Acquiring Fund may invest up to 25% of its total assets in foreign securities, which includes debt and equity securities. The Target Fund may invest up to 100% its net assets in foreign securities, specifically common and preferred stocks, convertible securities, rights and warrants to purchase common stock and depositary receipts.

Portfolio Repositioning. The Reorganization may result in the sale of some of the portfolio securities of the Target Fund following the Reorganization as the Acquiring Fund’s portfolio managers align the combined portfolio with the Acquiring Fund’s investment strategy. The transaction costs incurred in connection with the sale of such portfolio securities following to the Reorganization are estimated not to be material.

The sale of such portfolio securities may also result in the realization of capital gains to the Acquiring Fund that, to the extent not offset by capital losses, would be distributed to shareholders, and those distributions (if any) would be taxable to shareholders who hold shares in taxable accounts. Invesco Advisers anticipates that any such sales of portfolio securities by the Acquiring Fund as a result of the Reorganizations (as distinct from normal portfolio turnover) will be limited in scope and likely not result in any significant amounts of capital gains to be distributed to shareholders by the Acquiring Fund.

Comparison of Principal Risks of Investing in the Funds

The table below describes the principal risks that may affect each Fund’s investment portfolio. For more information on the risks associated with the Acquiring Fund, see the “Investment Strategies and Risks” section of the Acquiring Fund’s SAI.


Principal Risk		Funds Subject to Risk
Market Risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.		Acquiring Fund Target 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 Fund’s foreign investments will be affected by changes in the foreign country’s exchange rates; political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.		Acquiring Fund Target Fund


Principal Risk		Funds Subject to Risk
Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may not produce the desired results.		Acquiring Fund Target Fund

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 Target Fund

Cash/Cash Equivalents Risk. Holding cash or cash equivalents may negatively affect performance.		Acquiring Fund

Sector Fund Risk. The Fund’s investments are concentrated in comparatively narrow segments of the economy. This means that the Fund’s investment concentration in the energy, financial-services, health care, leisure and technology sectors is higher than most mutual funds and the broad securities market. Consequently, the Fund tends to be more volatile than other mutual funds, and the value of the Fund’s investments and consequently an investment in the Fund tends to go up and down more rapidly.		Target Fund

Energy Industry Sector Risk. The businesses in the energy sector may be adversely affected by foreign, federal or state regulations governing energy production, distribution and sale. Although individual security selection drives the performance of the Fund, short-term fluctuations in commodity prices may cause price fluctuations in the Fund’s shares.		Target Fund

Financial Services Sector Risk. The financial services sector is subject to extensive government regulation, which may change frequently. In addition, the profitability of businesses in the financial services sector depends on the availability and cost of money and may fluctuate significantly in response to changes in government regulation, interest rates and general economic conditions. Businesses in the financial services sector often operate with substantial financial leverage.		Target Fund

Health Care Sector Risk. The Fund’s performance is vulnerable to factors affecting the health care industry, including government regulation, obsolescence caused by scientific advances and technological innovations.		Target Fund

Leisure Industry Risk. The leisure sector depends on consumer discretionary spending, which generally falls during economic downturns. Securities of gambling casinos are often subject to high price volatility and are considered speculative. Video and electronic games are subject to the risk of rapid obsolescence.		Target Fund

Technology Sector Risk. Many of the products and services offered in technology-related industries are subject to rapid obsolescence, which may lower the value of the securities of the companies of this sector.		Target Fund


Principal Risk		Funds Subject to Risk
Small- and Mid-Capitalization Risk. Stocks of small and mid sized companies tend to be more vulnerable to adverse developments and may have little or no operating history or track record of success, and limited product lines, markets, management and financial resources. The securities of small and mid sized companies may be more volatile due to less market interest and less publicly available information about the issuer. They also may be illiquid or restricted as to resale, or may trade less frequently and in smaller volumes, all of which may cause difficulty when establishing or closing a position at a desirable price.		Target Fund

Independent Management of Sector Risk. The Fund invests in different, independently-managed sectors. Accordingly, poor performance of an investment in one sector may have a significant effect on the Fund’s net asset value. Additionally, active rebalancing of the Fund’s investments among the sectors may result in increased transaction costs. Independent management of sectors may also result in adverse tax consequences when one or more of the Fund’s portfolio managers effect transactions in the same security at or about the same time.		Target Fund

Comparison of Fundamental and Non-Fundamental Investment Restrictions

Except as otherwise noted below, the Funds have identical fundamental investment restrictions, including those relating to diversification, borrowing, issuing senior securities, underwriting, investing in real estate, investing in physical commodities, making loans, and concentrating in particular industries. A fundamental investment restriction may be changed only by a vote of such Fund’s outstanding shares. A non-fundamental restriction may be changed by the Board without shareholder approval.

The Acquiring Fund, unlike the Target Fund, has a non-fundamental restriction providing that, in complying with the Acquiring Fund’s fundamental restriction regarding issuer diversification, if the Acquiring Fund invests in municipal securities, it will regard each state (including the District of Columbia and Puerto Rico), territory and possession of the United States, each political subdivision, agency, instrumentality and authority thereof, and each multi-state agency of which a state is a member as a separate “issuer.” When the assets and revenues of an agency, authority, instrumentality or other political subdivision are separate from the government creating the subdivision and the security is backed only by assets and revenues of the subdivision, such subdivision would be deemed to be the sole issuer. Similarly, in the case of an Industrial Development Bond or Private Activity bond, if that bond is backed only by the assets and revenues of the non-governmental user, then that non-governmental user would be deemed to be the sole issuer. However, if the creating government or another entity guarantees a security, then to the extent that the value of all securities issued or guaranteed by that government or entity and owned by the Acquiring Fund exceeds 10% of the Acquiring Fund’s total assets, the guarantee would be considered a separate security and would be treated as issued by that government or entity. Securities issued or guaranteed by a bank or subject to financial guaranty insurance are not subject to the limitations set forth in the preceding sentence

Both the Target Fund and the Acquiring Fund may be subject to other investment restrictions that are not identified above. A full description of the Target Fund’s and the Acquiring Fund’s investment policies and restrictions may be found in their respective SAIs.

Comparison of Share Classes and Distribution Arrangements

Shares of each class of the Target Fund will be exchanged for shares of a specific class of the Acquiring Fund. The following sub-sections identify the Acquiring Fund share class that corresponds with the Target Fund share class as well as the different distribution arrangements among the various share classes.

Class Structure. The Funds each offer multiple share classes. Each such class offers a distinct structure of sales charges, distribution and/or service fees, and reductions and waivers thereto, which are designed to address a variety of shareholder servicing needs. In addition, some share classes have certain eligibility requirements that must be met to invest in that class of shares. The eligibility requirements are the same for each Fund and are described in the Funds’ prospectuses.

The share classes offered by the Target Fund and the corresponding share classes of the Acquiring Fund that Target Fund shareholders will receive in connection with a Reorganization are as follows:


Target Fund Share Classes		Acquiring Fund Share Classes
Class A shares		Class A shares
Class B shares		Class B shares
Class C shares		Class C shares
Class Y shares		Class Y shares
Institutional Class shares		Institutional Class shares

Neither Fund currently offers Class B shares to new investors. Existing investors of the Target Fund that owned Class B shares before their closure will continue to receive reinvested dividends in the form of new Class B shares but may no longer add to their existing positions in Class B shares. Shareholders who receive Class B shares in connection with the Reorganization may continue to hold those shares and reinvest dividends until the scheduled conversion date of the Class B shares to Class A shares but may not purchase new Class B shares.

Sales Charges. The sales charge schedule (if any) of the share classes of the Target Fund are substantially the same as the sales charge schedule (if any) of the corresponding share classes of the Acquiring Fund. Class A shares of each Fund are sold with an initial sales charge that ranges from 5.50% to zero depending on the amount of your investment. Class B and Class C shares of each Fund are sold with a contingent deferred sales charge that may be imposed when the shares are sold. Class A shares may also be subject to a contingent deferred sales charge on purchases of $1 million or more if redeemed prior to 18 months after the date of purchase. Each Fund offers reductions and waivers of the initial sales charge and contingent deferred sale charge to certain eligible investors or under certain circumstances, which are substantially the same between the Funds. Class Y and Institutional Class shares are sold without any initial sales charge or contingent deferred sales charge. Each share class except Class Y and Institutional Class imposes an asset based sales charge or service fee under one or more plans adopted by the Board, which are described in the following section. The Funds’ prospectuses describe the sales charge schedules and applicable waivers and exemptions of each such share class.

You will not pay an initial sales charge on Acquiring Fund Class A shares that you receive in connection with the Reorganization. In addition, the exchange of Class A shares, Class B shares or Class C shares of the Target Fund for corresponding classes of the Acquiring Fund at the consummation of the Reorganization will not result in the imposition of any contingent deferred sales charge that applies to those share classes. Upon consummation of the Reorganization, former Target Fund shareholders of Class A shares, Class B shares or Class C shares will be credited for the period of time from their original date of purchase of the Target Fund Class A shares, Class B shares or Class C shares for purposes of determining the amount of any contingent deferred sales charge that may be due upon subsequent redemption, if any. In addition, the CDSC schedule that applies to the Class B shares of the Target Fund that you own will continue to apply to the Class B shares of the Acquiring Fund that you receive in the Reorganization. The Acquiring Fund initial sales charges for Class A shares and contingent deferred sales charges that apply to Class A shares and Class C shares will apply to any Class A shares or Class C shares of the Acquiring Fund purchased after the Reorganization, unless you are eligible for a reduction or waiver of the initial sales charge or contingent deferred sales charge.

Distribution Fees. The Funds have adopted distribution plans and service plans (together, the “Distribution Plans”) pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), with respect to each of their Class A, Class B and Class C shares. Class Y and Institutional Class shares of the Funds are not subject to the Distribution Plans.

Pursuant to the Distribution Plans, each Fund is authorized to make payments to Invesco Distributors, Inc. (“IDI”), the Funds’ principal underwriter in connection with the distribution of Fund shares and providing shareholder services at the annual rate of 0.25% of the Fund’s average daily net assets attributable to Class A shares and at the annual rate of 1.00% of the Fund’s average daily net assets attributable to Class B and Class C shares. Amounts received by IDI may be spent for activities or expenses primarily intended to result in the sale of shares or the servicing of shareholders.

IDI is entitled to be paid by each Fund the maximum amounts described above (i.e., 0.25% for Class A shares and 1.00% for Class B and Class C shares) regardless of the amount IDI has spent on activities or expenses intended to result in the sale of shares or the servicing of shareholders. This type of Distribution Plan is sometimes referred to as a “compensation-type” plan because the underwriter is compensated at a fixed rate, regardless of its actual distribution and service-related expenditures.

The fee table under the “SUMMARY OF KEY INFORMATION — How do the Funds’ expenses compare” section of this Proxy Statement/Prospectus describes the fees paid under each Fund’s Distribution Plan for a recent period as well as an estimate of the fees to be paid under the Acquiring Fund’s Distribution Plans following the Reorganization.

Comparison of Purchase and Redemption Procedures

The purchase procedures employed by the Target Fund and the Acquiring Fund are substantially the same. Each Fund offers shares through its distributor on a continuous basis. Shares of the Funds may be purchased directly through the transfer agent and through other authorized financial intermediaries. Investors may purchase both initial and additional shares by mail, wire, telephone or the Internet. The Acquiring Fund’s prospectus enclosed with this Proxy Statement/Prospectus describes in detail how shareholders can purchase Acquiring Fund shares. Class A, Class B (closed to new investments, except dividend reinvestments), Class C and Class Y shares of the Funds require a minimum investment of $1,000 ($250 for IRA, Roth IRA, and Coverdell Education Savings Accounts). Institutional Class shares of the Target Fund and the Acquiring Fund each require a minimum initial investment that ranges from $0 to $10 million, depending on the type of account making the investment. The Acquiring Fund’s prospectus describes the types of accounts to which the minimum initial investment applies. For accounts participating in a systematic investment program, the minimum investment is $50 ($25 for IRA, Roth IRA, and Coverdell Education Savings Accounts). Certain exemptions apply as set forth in the Funds’ prospectuses. The foregoing investment minimums will not apply to shares received in connection with the Reorganization. However, investors may be charged a small-account fee if account balances remain below the required investment minimum for certain periods. See the Funds’ prospectuses for details.

Comparison of Distribution Policies

Both Funds generally declare and pay dividends from net investment income, if any, annually, and capital gains distributions, if any, at least annually. Each Fund may declare and pay capital gains distributions more than once per year as permitted by law. Each Fund automatically reinvests any dividends from net investment income or capital gains distributions unless otherwise instructed by a shareholder to pay dividends and distributions in cash.

Forms of Organization and Securities to be Issued

The Target Fund and the Acquiring Fund are series of the Acquiring Trust or Target Trust (together, the “Trusts”), each of which is a Delaware statutory trust. In addition, the Trusts’ governing instruments, including a declaration of trust and bylaws, are substantially the same. As a result, there are no material differences between the rights of shareholders under the governing state laws of the Target Fund and the Acquiring Fund. Each share of the Acquiring Fund represents an equal proportionate interest with each other share of the Fund, and each such share is entitled to equal dividend, liquidation, redemption and voting rights, except where class voting is required by the Trust’s governing instruments, the Board or applicable law, in which case shareholders of a class will have exclusive

voting rights on matters affecting only that class. The assets and liabilities of each Fund are legally separate from the assets and liabilities of any other fund that is a series of the respective Trust. More information about the voting, dividend and other rights associated with shares of the Funds can be found in each Fund’s SAI.

Pending Litigation

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain Invesco Funds, INVESCO Funds Group, Inc. (the former investment adviser to certain funds), a predecessor to Invesco Advisers, IDI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; and (ii) that certain funds inadequately employed fair value pricing. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the Acquiring Fund’s SAI.

Where to Find More Information

For more information with respect to each Fund concerning the following topics, please refer to the following sections of the Funds’ prospectuses: (i) see “Fund Management” for more information about the management of a Fund; (ii) see “Other Information” for more information about a Fund’s policy with respect to dividends and distributions; and (iii) see “Shareholder Account Information” for more information about the pricing, purchase, redemption and repurchase of shares of a Fund, tax consequences to shareholders of various transactions in shares of a Fund, and distribution arrangements of a Fund.

THE PROPOSED REORGANIZATION

Summary of Agreement and Plan of Reorganization

The terms and conditions under which the Reorganization may be consummated are set forth in the Agreement. Significant provisions of the Agreement are summarized below; however, this summary is qualified in its entirety by reference to the form of Agreement, a copy of which is attached as Exhibit D to this Proxy Statement/Prospectus.

With respect to the Reorganization, if shareholders of the Target Fund approve the Agreement and other closing conditions are satisfied, the assets of the Target Fund will be delivered to the Acquiring Fund’s custodian for the account of the Acquiring Fund in exchange for the assumption by the Acquiring Fund of the liabilities of the Target Fund and delivery by the Acquiring Fund to the Target Fund for further delivery to the holders of record as of the Effective Time (as defined below) of the issued and outstanding shares of the Target Fund of a number of shares of the Acquiring Fund (including, if applicable, fractional shares rounded to the nearest thousandth), having an aggregate net asset value equal to the value of the net assets of the Target Fund so transferred, all determined and adjusted as provided in the Agreement. The value of your account with the Acquiring Fund immediately after the Reorganization will be the same as the value of your account with the Target Fund immediately prior to the Reorganization.

The class or classes of Acquiring Fund shares that shareholders will receive in connection with the Reorganization will depend on the class or classes of Target Fund shares that shareholders hold, as described above under “ADDITIONAL INFORMATION ABOUT THE FUNDS — Comparison of Share Classes and Distribution Arrangements”.

The Target Fund and Acquiring Fund will be required to make representations and warranties in the form of the Agreement that are customary in matters such as the Reorganization.

If shareholders approve the Reorganization and if all of the closing conditions set forth in the Agreement are satisfied or waived, consummation of the Reorganization (the “Closing”) is expected to occur in the second quarter of 2011 (the “Closing Date”), immediately prior to the opening of regular trading on the New York Stock Exchange on the Closing Date (the “Effective Time”). Following receipt of the requisite shareholder vote in favor of the Reorganization and as soon as reasonably practicable after the Closing, the

outstanding shares of the Target Fund will be terminated in accordance with its governing documents and applicable law.

If shareholders of a Target Fund do not approve the Agreement or if the Reorganization does not otherwise close, the Board of the Target Trust will consider what additional action to take. The Agreement may be terminated and the Reorganization may be abandoned at any time by mutual agreement of the parties. The Agreement may be amended or modified in a writing signed by the parties to the Agreement.

Board Considerations in Approving the Reorganization

As discussed above, on June 1, 2010, Invesco acquired the retail mutual fund business of Morgan Stanley, which included 92 Morgan Stanley and Van Kampen branded funds. This transaction filled gaps in Invesco’s product line-up and has enabled Invesco to expand its investment offerings to retail customers. The transaction also resulted in significant product overlap. The Reorganization proposed in this Proxy Statement/Prospectus is part of a larger group of reorganizations across Invesco’s mutual fund platform. The reorganizations are designed to put forth Invesco’s most compelling investment processes and strategies, reduce product overlap and create scale in the resulting funds.

Because of the large number of proposed reorganizations, each Board of Trustees of the Invesco Funds created an ad hoc committee comprised of both Invesco Fund trustees and Van Kampen legacy trustees (the “Ad Hoc Merger Committee”). The Ad Hoc Merger Committee of the Board met separately three times, from September 2, 2010 through October 13, 2010 to discuss the proposed Reorganization. Two separate meetings of the full Board were also held to review and consider the Reorganization, including presentations by the Ad Hoc Merger Committee. The trustees who are not “interested persons,” as that term is defined in the 1940 Act, of the Trust (the “Independent Trustees”) held a separate meeting prior to the meeting of the full Board to consider these matters. The Independent Trustees have been advised on this matter by independent counsel to the Independent Trustees and by the independent Senior Officer, an officer of the Trust who reports directly to the Independent Trustees. The Board requested and received from Invesco Advisers and IDI written materials containing relevant information about the Funds and the proposed Reorganization, including fee and expense information on an actual and pro forma estimated basis, and comparative portfolio composition and performance data.

The Board considered the potential benefits and costs of the Reorganization to the Target Fund, Acquiring Fund and their respective shareholders. The Board reviewed detailed information comparing the following information for the Target Fund and the Acquiring Fund: (1) investment objectives, policies and restrictions; (2) portfolio management; (3) portfolio composition; (4) the comparative short-term and long-term investment performance; (5) the current expense ratios and expense structures, including contractual investment advisory fees; (6) the expected federal income tax consequences to the Funds, including any impact on capital loss carry forwards; and (7) relative asset size and net purchase (redemption) trends. The Board also considered the benefits to the Target Fund of (i) combining with a similar fund to create a larger fund with a more diversified shareholder base, and (ii) the expected tax free nature of the Reorganization for the Target Fund shareholders for federal income tax purposes. The Board also considered the overall goal of the reorganizations to rationalize the Invesco Funds to enable IDI to better focus on the combined funds to promote additional asset growth.

With respect to the Reorganization, the Board further considered that (i) the investment objective, strategies and related risks of the Target Fund the Acquiring Fund are similar, with comparable portfolio composition strategies and securities selection techniques; (ii) the Funds do not have the same portfolio management team; (iii) Target Fund shareholders would become shareholders of a Fund with a lower effective management fee and an estimated lower overall total expense ratio on a pro forma basis; and (iv) additional breakpoints will be added to the Acquiring Fund’s advisory fee schedule to ensure that its advisory fee schedule is equal to or lower than the Target Fund’s advisory fee schedule at all asset levels.

Based upon the information and considerations described above, the Board, on behalf of the Target Fund and the Acquiring Fund, approved the Reorganization in order to combine the Target Fund with a similar Fund in terms of investment objectives, strategies and risks, portfolio management and portfolio composition to create a

larger fund with a relatively more diversified shareholder base. The Board also determined that shareholders of the Funds could potentially benefit from the growth in assets realized by the Reorganization. The Board concluded that the Reorganization is in the best interests of the Target Fund and the Acquiring Fund and that no dilution of value would result to the shareholders of the Target Fund or the Acquiring Fund from the Reorganization. Consequently, the Board approved the Agreement and the Reorganization on October 27, 2010.

Federal Income Tax Considerations

The following is a general summary of the material U.S. federal income tax considerations of the Reorganization and is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the existing U.S. Treasury Regulations thereunder, current administrative rulings of the IRS and published judicial decisions, all of which are subject to change. These considerations are general in nature and individual shareholders should consult their own tax advisors as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to shareholders who hold their shares in a tax-deferred account.

The Reorganization is intended to be a tax-free reorganization pursuant to Section 368(a) of the Code. The principal federal income tax considerations that are expected to result from the Reorganization of the Target Fund into the Acquiring Fund are as follows:

	•		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).

Neither the Target Fund nor the Acquiring Fund have requested or will request an advance ruling from the IRS as to the federal tax consequences of the Reorganization. As a condition to Closing, Stradley Ronon Stevens & Young, LLP will render a favorable opinion to the Target Fund and the Acquiring Fund as to the foregoing federal income tax consequences of the Reorganization, which opinion will be conditioned upon, among other things, the accuracy, as of the Effective Time, of certain representations of the Target Fund and the Acquiring Fund upon which Stradley Ronon Stevens & Young, LLP will rely in rendering its opinion. A copy of the opinion will be filed with the SEC and will be available for public inspection. See “Where to Find Additional Information.” Opinions of counsel are not binding upon the IRS or the courts. If the Reorganization is consummated but the IRS or the courts determine that the Reorganization does not qualify as a tax-free reorganization under the Code, and thus is taxable, the Target Fund would recognize gain or loss on the transfer of its assets to the Acquiring Fund and each shareholder of the Target Fund would recognize a taxable gain or loss equal to the difference between its tax basis in its Target Fund shares and the fair market value of the shares of the Acquiring Fund it receives.

Prior to the Closing of the Reorganization, the Target Fund will distribute, and the Acquiring Fund may distribute, to their respective shareholders any undistributed income and gains (net of available capital loss carryovers) to the extent required to avoid entity level tax or as otherwise deemed desirable. Such distributions, if made, are anticipated to be made in the 2011 calendar year and would be taxable to shareholders in such year.

The tax attributes, including capital loss carryovers, of the Target Fund move to the Acquiring Fund in the Reorganization. The capital loss carryovers of the Target Fund and the Acquiring Fund are available to offset future gains recognized by the combined Fund, subject to limitations under the Code. Where these limitations apply, all or

a portion of a Fund’s capital loss carryovers may become unavailable the effect of which may be to accelerate the recognition of taxable gain to the combined Fund and its shareholders post-Closing. First, the capital loss carryovers of the Target Fund, increased by any current year loss or decreased by any current year gain, together with any net unrealized depreciation in the value of its portfolio investments (collectively, its “aggregate capital loss carryovers”), are expected to become subject to an annual limitation. Losses in excess of that limitation may be carried forward to succeeding tax years, subject to an overall eight-year carryover period. The annual limitation will generally equal the net asset value of the Target Fund on the Closing Date multiplied by the “long-term tax-exempt rate” published by the IRS. If the Target Fund has net unrealized built-in gains at the time of Closing of the Reorganization (i.e., unrealized appreciation in value of the Fund’s investments), the annual limitation for a taxable year will be increased by the amount of such built-in gains that are recognized in the taxable year. Second, if a Fund has built-in gains at the time of the Reorganization that are realized by the combined Fund in the five-year period following the Reorganization, such built-in gains, when realized, may not be offset by the losses (including any capital loss carryovers and “built in losses”) of the other Fund. Third, the capital losses of the Target Fund that may be used by the Acquiring Fund (including to offset any “built-in gains” of the Target Fund itself) for the first taxable year ending after the Closing Date will be limited to an amount equal to the capital gain net income of the Acquiring Fund for such taxable year (excluding capital loss carryovers) treated as realized post-Closing based on the number of days remaining in such year. Fourth, the Reorganization may result in an earlier expiration of a Fund’s capital loss carryovers because the Reorganization causes the Target Fund’s tax year to close early in the year of the Reorganization. The aggregate capital loss carryovers of the Funds and the approximate annual limitation on the use by the Acquiring Fund, post-Closing, of the Target Fund’s aggregate capital loss carryovers following the Reorganization are as follows:


	Target Fund			Acquiring Fund
	(000,000s)			(000,000s)
	at 8/31/2010			at 4/30/2010
Aggregate capital loss carryovers on a tax basis ⁽¹⁾	$	(186.4	)	$	(262.3	)
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis	$	(25.3	)	$	341.0
Aggregate Net Asset Value	$	277.1		$	5,537.5
Approximate annual limitation ⁽²⁾	$	11.0			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%.

The annual limitation on the use of the Target Fund’s aggregate capital loss carryovers will likely limit the use of such losses by the Acquiring Fund, post-Closing, to offset capital gains, if any, it realizes. As of April 30, 2010, the Acquiring Fund has unrealized appreciation in the value of its investments which, if realized prior to Closing, would reduce its available capital loss carryovers. The ability of the Acquiring Fund to absorb its own capital loss carryovers and those of the Target Fund post-Closing depends upon a variety of factors that can not be known in advance. For more information with respect to each Fund’s capital loss carryovers, please refer to the Fund’s shareholder report.

In addition, if the Acquiring Fund following the Reorganization has proportionately greater unrealized appreciation in its portfolio investments as a percentage of its net asset value than the Target Fund, shareholders of the Target Fund, post-Closing, may receive greater amounts of taxable gain as such portfolio investments are sold than they otherwise might have if the Reorganization had not occurred. The Target Fund’s unrealized appreciation (depreciation) in value of investments on a tax basis as a percentage of its net asset value at August 31, 2010 is (9%), compared to the Acquiring Fund at April 30, 2010 of 6%, and on a combined basis of 5%.

After the Reorganization, shareholders will continue to be responsible for tracking the adjusted tax basis and holding period of their shares for federal income tax purposes.

Costs of the Reorganization

The total cost of the Reorganization to be paid by the Acquiring Fund is estimated to be $30,000. The estimated total costs of the Reorganization of the Target Fund, as well as the estimated proxy solicitation costs which are a part of the total Reorganization costs, are set forth in the table below.


					Estimated Portion of
					Total Reorganization
	Estimated Proxy		Estimated Total		Costs to be Paid by the
	Solicitation Costs		Reorganization Costs		Target Fund
Target Fund	$	157,000	$	200,000	$	200,000

The costs of a Reorganization include legal counsel fees, independent accountant fees, expenses related to the printing and mailing of this Joint Proxy Statement/Prospectus and fees associated with the proxy solicitation but do not include any portfolio transaction costs arising from a Reorganization.

VOTING INFORMATION

Proxy Statement/Prospectus

We are sending you this Proxy Statement/Prospectus and the enclosed proxy card because the Board is soliciting your proxy to vote at the Meeting and at any adjournments of the Meeting. This Proxy Statement/Prospectus gives you information about the business to be conducted at the Meeting. Target Fund shareholders may vote by appearing in person at the Meeting, and following the instructions below. You do not need to attend the Meeting to vote, however. Instead, you may simply complete, sign and return the enclosed proxy card or vote by telephone or through a website established for that purpose.

This Proxy Statement/Prospectus, the enclosed Notice of Meeting of Shareholders and the enclosed proxy card is expected to be mailed on or about January 19, 2011 to all shareholders entitled to vote. Shareholders of record of the Target Fund as of the close of business on January 14, 2011 (the “Record Date”) are entitled to vote at the Meeting. The number of outstanding shares of each class of the Target Fund on December 15, 2010 can be found at Exhibit A. Each share is entitled to one vote for each full share held, and a proportionate fractional vote for each fractional share held.

Proxies will have the authority to vote and act on behalf of shareholders at any adjournment of the Meeting. If a proxy is authorized to vote for a shareholder, the shareholder may revoke the authorization at any time before it is exercised by sending in another proxy card with a later date or by notifying the Secretary of the Target Fund in writing at the address of the Target Fund set forth on the cover page of the Proxy Statement/Prospectus before the Meeting that the shareholder has revoked its proxy. In addition, although merely attending the Meeting will not revoke your proxy, if a shareholder is present at the Meeting, the shareholder may withdraw the proxy and vote in person. However, if your shares are held through a broker-dealer or other financial intermediary you will need to obtain a “legal proxy” from them in order to vote your shares at the Meeting.

Quorum Requirement and Adjournment

A quorum of shareholders is necessary to hold a valid shareholders’ meeting of the Target Fund. For the Target Fund, a quorum will exist if shareholders representing one-third of the outstanding shares of the Target Fund entitled to vote are present at the Meeting in person or by proxy.

Proxies received prior to the Meeting on which no vote is indicated will be voted “FOR” the Agreement. Because the proposal described in this Proxy Statement/Prospectus is considered “non-routine,” under the rules applicable to broker-dealers, if your broker holds your shares in its name, the broker will not be entitled to vote your shares if it has not received instructions from you.

received, the person(s) presiding over the Meeting or the persons named as proxies may propose one or more adjournments of the Meeting to allow for further solicitation of votes. The persons named as proxies will vote those proxies that they are entitled to vote in favor of such an adjournment, provided that they determine that such an adjournment and additional solicitation is reasonable and in the interest of shareholders based on a consideration of all relevant factors, including, among other things, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation.

Vote Necessary to Approve the Agreement

The Board has unanimously approved the Agreement, subject to shareholder approval. Provided a quorum is present at the Meeting, shareholder approval of the Agreement requires the affirmative vote of a majority of the shares cast by shareholders of the Target Fund.

Abstentions are counted as present for purposes of determining quorum but are not considered shares cast at the Meeting. As a result, abstentions will not impact the outcome of the shareholder vote.

Proxy Solicitation

The Target Fund has engaged the services of Computershare Fund Services, Inc. (“Solicitor”) to assist in the solicitation of proxies for the Meeting. Solicitor’s costs are described under “Costs of the Reorganization” section of this Proxy Statement/Prospectus. Proxies are expected to be solicited principally by mail, but the Target Fund or Solicitor may also solicit proxies by telephone, facsimile or personal interview. The Target Fund’s officers may also solicit proxies but will not receive any additional or special compensation for any such solicitation.

Under the agreement with the Solicitor, the Solicitor will be paid a project management fee as well as telephone solicitation expenses incurred for reminder calls, outbound telephone voting, confirmation of telephone votes, inbound telephone contact, obtaining shareholders’ telephone numbers, and providing additional materials upon shareholder request. The agreement also provides that the Solicitor shall be indemnified against certain liabilities and expenses, including liabilities under the federal securities laws.

Other Meeting Matters

Management is not aware of any matters to be presented at the Meeting other than as discussed in this Proxy Statement/Prospectus. Under the Target Fund’s bylaws, business transacted at a special meeting such as this Meeting shall be limited to (i) the purpose stated in the notice and (ii) adjournment of the special meeting with regard to the stated purpose. If any other matters properly come before the Meeting, the shares represented by proxies will be voted with respect thereto in accordance with their best judgment.

Share Ownership by Large Shareholders, Management and Trustees

A list of the name, address and percent ownership of each person who, as of December 15, 2010, to the knowledge of the Target Fund and the Acquiring Fund, owned 5% or more of the outstanding shares of a class of such Target Fund or the Acquiring Fund, respectively, can be found at Exhibits B and C.

Information regarding the ownership of shares of the Target Fund and the Acquiring Fund by the Trustees and executive officers of the Trusts can be found at Exhibits B and C.

OTHER MATTERS

Capitalization

The following table sets forth as of September 30, 2010, for the Reorganization, the total net assets, number of shares outstanding and net asset value per share of each class of each Fund. This information is generally referred to as the “capitalization” of a Fund. The term “pro forma capitalization” means the expected capitalization of the Acquiring Fund after it has combined with the Target Fund. The pro forma capitalization column assumes that the Reorganization has taken place. The capitalizations of the Target Fund, the Acquiring Fund and their classes are likely to be different on the Closing Date as a result of daily share purchase, redemption, and market activity.

Target Fund into Acquiring Fund


	Multi-Sector							Charter Fund
	Fund		Charter Fund		*Pro Forma*			(Acquiring)
	(Target)		(Acquiring)		Adjustments			(pro forma)
Net assets (all classes)¹	$	223,990,331	$	5,246,819,102	$	(200,000	)	$	5,470,609,433

Class A net assets	$	157,987,707	$	4,036,519,463	$	(141,067	) ²	$	4,194,366,103
Class A shares outstanding		7,804,478		270,062,582		2,752,149	³		280,619,209
Class A net asset value per share	$	20.24	$	14.95				$	14.95

Class B net assets	$	27,079,693	$	212,336,806	$	(24,179	)²	$	239,392,320
Class B shares outstanding		1,411,527		14,783,619		472,102	³		16,667,248
Class B net asset value per share	$	19.18	$	14.36				$	14.36

Class C net assets	$	36,580,234	$	244,382,585	$	(32,662	)²	$	280,930,157
Class C shares outstanding		1,907,960		16,971,692		629,744	³		19,509,396
Class C net asset value per share	$	19.17	$	14.40				$	14.40

Class R net assets		—	$	54,929,747		—		$	54,929,747
Class R shares outstanding		—		3,701,869		—			3,701,869
Class R net asset value per share		—	$	14.84		—		$	14.84

Class S net assets		—	$	19,138,139		—		$	19,138,139
Class S shares outstanding		—		1,279,417		—			1,279,417
Class S net asset value per share		—	$	14.96		—		$	14.96

Class Y net assets	$	934,323	$	120,381,101	$	(834	)²	$	121,314,590
Class Y shares outstanding		46,051		8,020,562		16,144	³		8,082,757
Class Y net asset value per share	$	20.29	$	15.01				$	15.01

Institutional Class net assets	$	1,408,374	$	559,131,261	$	(1,258	)²	$	560,538,377
Institutional Class shares outstanding		68,176		36,305,226		23,204	³		36,396,606
Institutional Class net asset value per share	$	20.66	$	15.40				$	15.40


^1.		The Target Fund and the Acquiring Fund currently have Class A, Class B, Class C, Class Y and Institutional Class shares outstanding. The Acquiring Fund also has Class R shares and Class S shares which are not involved in the Reorganization.

^2.		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 Reorganization costs have been allocated among all classes based on relative net assets of each class of their respective Fund.

^3.		Pro forma shares outstanding have been adjusted for the accumulated change in the number of shares of the Target Fund’s shareholder accounts based on the relative value of the Target Fund’s and the Acquiring Fund’s net asset value per share.

Dissenters’ Rights

If the Reorganization is approved at the Meeting, Target Fund shareholders will not have the right to dissent and obtain payment of the fair value of their shares because the exercise of dissenters’ rights is subject to the forward pricing requirements of Rule 22c-1 under the 1940 Act, which supersedes state law. Shareholders of the Target Fund do, however, have the right to redeem their shares at net asset value subject to applicable deferred sales charges and/or redemption fees (if any) until the Closing Date of the Reorganization. After the Reorganization, Target Fund shareholders will hold shares of the Acquiring Fund, which may also be redeemed at net asset value subject to applicable deferred sales charges and/or redemption fees (if any).

Shareholder Proposals

The Funds do not generally hold annual meetings of shareholders. A shareholder desiring to submit a proposal intended to be presented at any meeting of shareholders of the Target Fund hereafter called should send the proposal to the Target Fund at the Target Fund’s principal offices so that it is received within a reasonable time before the proxy materials are printed and mailed. If the proposed Reorganization is approved and completed, shareholders of the Target Fund will become shareholders of the Acquiring Fund and, thereafter, will be subject to the notice requirements of the Acquiring Fund. The mere submission of a proposal by a shareholder does not guarantee that such proposal will be included in a proxy statement because compliance with certain rules under the federal securities laws is required before inclusion of the proposal is required. Also, the submission does not mean that the proposal will be presented at a future meeting. For a shareholder proposal to be considered at a future shareholder meeting, it must be a proper matter for consideration under applicable law.

WHERE TO FIND ADDITIONAL INFORMATION

This Proxy Statement/Prospectus and the related SAI do not contain all the information set forth in the registration statements, the exhibits relating thereto and the annual and semi-annual reports filed by the Funds as such documents have been filed with the SEC pursuant to the requirements of the Securities Act of 1933, as amended, and the 1940 Act, to which reference is hereby made. The SEC file number of the registrant of each of the Target Fund’s and Acquiring Fund’s registration statement, which contains the Fund’s prospectuses and related SAIs, is 811-09913 (Target Fund) and 811-01424 (Acquiring Fund).

Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act and in accordance therewith, each Fund files reports and other information with the SEC. Reports, proxy materials, registration statements and other information filed (including the Registration Statement relating to the Funds on Form N-14 of which this Proxy Statement/Prospectus is a part) may be inspected without charge and copied at the public reference facilities maintained by the SEC at Room 1580, 100 F Street, N.E., Washington, D.C. 20549-1520. Copies of such materials may also be obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549-1520, at the prescribed rates. The SEC maintains a website at www.sec.gov that contains information regarding the Funds and other registrants that file electronically with the SEC.

EXHIBIT B

Ownership of the Target Fund

Significant Holders

Listed below are the name, address and percent ownership of each person who, as of December 15, 2010, to the best knowledge of the Target Trust owned 5% or more of the outstanding shares of each class of the Target Fund. A shareholder who owns beneficially 25% or more of the outstanding securities of the Target Fund is presumed to “control” the Fund as defined in the 1940 Act. Such control may affect the voting rights of other shareholders.

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.

Security Ownership of Management and Trustees

To the best of the knowledge of the Target Fund, the ownership of shares of the Target Fund by executive officers and Trustees of the Target Fund as a group constituted less than 1% of each outstanding class of shares of the Target Fund as of December 15, 2010.

B-1

EXHIBIT C

Ownership of the Acquiring Fund

Significant Holders

Listed below are the name, address and percent ownership of each person who, as of December 15, 2010, to the best knowledge of the Acquiring Trust owned 5% or more of the outstanding shares of each class of the Acquiring Fund. A shareholder who owns beneficially 25% or more of the outstanding securities of the Acquiring Fund is presumed to “control” the Fund as defined in the 1940 Act. Such control may affect the voting rights of other shareholders.

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.

Security Ownership of Management and Trustees

To the best of the knowledge of the Acquiring Fund, the ownership of shares of the Acquiring Fund by executive officers and Trustees of the Acquiring Fund as a group constituted less than 1% of each outstanding class of shares of the Acquiring Fund as of December 15, 2010.

C-1

Exhibit D

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this ___ day of __________, 2010 by and among (i) each of the Invesco open-end registered investment companies identified as a Target Entity on Exhibit A hereto (each a “Target Entity”) separately, on behalf of its respective series identified on Exhibit A hereto (each a “Target Fund”); (ii) each of the Invesco open-end registered investment companies identified as an Acquiring Entity on Exhibit A hereto (each an “Acquiring Entity”), separately on behalf of its respective series identified on Exhibit A hereto (each an “Acquiring Fund”); and (iii) Invesco Advisers, Inc. (“IAI”).

WHEREAS, the parties hereto intend for each Acquiring Fund and its corresponding Target Fund (as set forth in Exhibit A hereto) to enter into a transaction pursuant to which: (i) the Acquiring Fund will acquire the assets and assume the liabilities of the Target Fund in exchange for the corresponding class or classes of shares (as applicable) of the Acquiring Fund identified on Exhibit A of equal value to the net assets of the Target Fund being acquired, and (ii) the Target Fund will distribute such shares of the Acquiring Fund to shareholders of the corresponding class of the Target Fund, in connection with the liquidation of the Target Fund, all upon the terms and conditions hereinafter set forth in this Agreement (each such transaction, a “Reorganization” and collectively, the “Reorganizations”);

WHEREAS, each Target Entity and each Acquiring Entity is an open-end, registered investment company of the management type; and

WHEREAS, this Agreement is intended to be and is adopted as a plan of reorganization and liquidation with respect to each Reorganization within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto covenant and agree as follows:

DESCRIPTION OF THE REORGANIZATIONS

1.1. It is the intention of the parties hereto that each Reorganization described herein shall be conducted separately from the others, and a party that is not a party to a Reorganization shall incur no obligations, duties or liabilities with respect to such Reorganization by reason of being a party to this Agreement. If any one or more Reorganizations should fail to be consummated, such failure shall not affect the other Reorganizations in any way.

1.2. Provided that all conditions precedent to a Reorganization set forth herein have been satisfied as of the Closing Date (as defined in Section 3.1), and based on the representations and warranties each party provides to the others, each Target Entity and its corresponding Acquiring Entity agree to take the following steps with respect to their Reorganization(s), the parties to which and classes of shares to be issued in connection with which are set forth in Exhibit A:

(a) The Target Fund shall transfer all of its Assets, as defined and set forth in Section 1.2(b), to the Acquiring Fund, and the Acquiring Fund in exchange therefor shall assume the Liabilities, as defined and set forth in Section 1.2(c), and deliver to the Target Fund the number of full and fractional Acquiring Fund shares determined in the manner set forth in Section 2.

(b) The assets of the Target Fund to be transferred to the Acquiring Fund shall consist of all assets and property, including, without limitation, all cash, securities, commodities and futures interests, claims (whether absolute or contingent, known or unknown, accrued or unaccrued and including, without limitation, any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of class action claims, opt-out or other direct litigation claims, or regulator or government-established investor recovery fund claims, and any and all resulting recoveries) and dividends or interest receivable that are owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund on the Closing Date, except for cash, bank deposits or cash equivalent securities in an amount necessary to pay the estimated costs of extinguishing any Excluded Liabilities (as defined in Section 1.2(c)) and cash in an amount necessary to pay any distributions pursuant to Section 7.1(g) (collectively, “Assets”).

(c) The Acquiring Fund shall assume all of the liabilities of the Target Fund, whether accrued or contingent, known or unknown, existing at the Closing Date, except for the Target Fund’s Excluded Liabilities (as defined below), if any, pursuant to this Agreement (collectively, with respect to each Target Fund separately, “Liabilities”). If prior to the Closing Date the Acquiring Entity identifies a liability that the Acquiring Entity and the Target Entity mutually agree should not be assumed by the Acquiring Fund, such liability shall be excluded from the definition of Liabilities hereunder and shall be listed on a Schedule of Excluded Liabilities to be signed by the Acquiring Entity and the Target Entity at Closing and attached to this Agreement as Schedule 1.2(c) (the “Excluded Liabilities”). The Assets minus the Liabilities of a Target Fund shall be referred to herein as the Target Fund’s “Net Assets.”

(d) As soon as is reasonably practicable after the Closing, the Target Fund will distribute to its shareholders of record (“Target Fund Shareholders”) the shares of the Acquiring Fund of the corresponding class received by the Target Fund pursuant to Section 1.2(a), as set forth in Exhibit A, on a pro rata basis within that class, and the Target Fund will as promptly as practicable completely liquidate and dissolve. Such distribution and liquidation will be accomplished, with respect to each class of the Target Fund’s shares, by the transfer of the Acquiring Fund shares of the corresponding class then credited to the account of the Target Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Target Fund Shareholders of the class. The aggregate net asset value of the Acquiring Fund shares to be so credited to the corresponding Target Fund Shareholders shall be equal to the aggregate net asset value of the corresponding Target Fund’s shares owned by the Target Fund Shareholders on the Valuation Date. The Acquiring Fund shall not issue certificates representing shares in connection with such exchange.

-2-

(e) Ownership of Acquiring Fund shares will be shown on its books, as such are maintained by the Acquiring Fund’s transfer agent.

VALUATION

2.1. With respect to each Reorganization:

(a) The value of the Target Fund’s Assets shall be the value of such Assets computed as of immediately after the close of regular trading on the New York Stock Exchange (“NYSE”), which shall reflect the declaration of any dividends, on the business day next preceding the Closing Date (the “Valuation Date”), using the Target Fund’s valuation procedures established by the Target Entity’s Board of Trustees.

(b) The net asset value per share of each class of the Acquiring Fund shares issued in connection with the Reorganization shall be the net asset value per share of the corresponding class of each class computed on the Valuation Date using the Acquiring Fund’s valuation procedures established by the Acquiring Entity’s Board of Trustees, which are the same as the Target Fund’s valuation procedures.

(c) The number of shares issued of each class of the Acquiring Fund (including fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target Fund’s Net Assets shall be determined by dividing the value of the Net Assets of the Target Fund attributable to each class of Target Fund shares by the net asset value per share of the corresponding share class of the Acquiring Fund.

(d) All computations of value shall be made by the Target Fund’s and the Acquiring Fund’s designated recordkeeping agent using the valuation procedures described in this Section 2.

CLOSING AND CLOSING DATE

3.1. Each Reorganization shall close on the date identified on Exhibit A or such other date as the parties may agree with respect to any or all Reorganizations (the “Closing Date”). All acts taking place at the closing of a Reorganization (the “Closing”) shall be deemed to take place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the Closing Date of that Reorganization unless otherwise agreed to by the parties (the “Closing Time”).

3.2. With respect to each Reorganization:

(a) The Target Fund’s portfolio securities, investments or other assets that are represented by a certificate or other written instrument shall be transferred and delivered by the Target Fund as of the Closing Date to the Acquiring Fund’s Custodian for the account of the Acquiring Fund, duly endorsed in proper form for transfer and in such condition as to constitute good delivery thereof. The Target Fund shall direct the Target Fund’s custodian (the “Target Custodian”) to deliver to the Acquiring Fund’s Custodian as of the Closing Date by book entry, in accordance with the customary practices of Target Custodian and any securities depository (as defined in Rule 17f-4 under the

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Investment Company Act of 1940, as amended (the “1940 Act”)), in which the Assets are deposited, the Target Fund’s portfolio securities and instruments so held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring Fund’s Custodian by wire transfer of federal funds or other appropriate means on the Closing Date.

(b) The Target Entity shall direct the Target Custodian for each Target Fund to deliver, at the Closing, a certificate of an authorized officer stating that (i) except as permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets, including all applicable Federal, state and foreign stock transfer stamps, if any, have been paid or provision for payment has been made.

(c) At such time prior to the Closing Date as the parties mutually agree, the Target Fund shall provide (i) instructions and related information to the Acquiring Fund or its transfer agent with respect to the Target Fund Shareholders, including names, addresses, dividend reinvestment elections and tax withholding status of the Target Fund Shareholders as of the date agreed upon (such information to be updated as of the Closing Date, as necessary) and (ii) the information and documentation maintained by the Target Fund or its agents relating to the identification and verification of the Target Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations and such other information as the Acquiring Fund may reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to inquire as to the validity, propriety or correctness of any such instruction, information or documentation, but shall, in each case, assume that such instruction, information or documentation is valid, proper, correct and complete.

(d) The Target Entity shall direct each applicable transfer agent for a Target Fund (the “Target Transfer Agent”) to deliver to the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records, as provided to the Acquiring Entity, contain the names and addresses of the Target Fund Shareholders and the number of outstanding shares of each class owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares have been credited to the Target Fund Shareholders’ accounts on the books of the Acquiring Fund. At the Closing, each party shall deliver to the other such bills of sale, checks, assignments, certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.

(e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another primary trading market for portfolio securities of the Target Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that, in the judgment of the Board of Trustees of the Acquiring Entity or the Target Entity or the authorized officers of either of such entities, accurate appraisal of the value of the net assets of the Acquiring Fund or the Target Fund, respectively, is impracticable, the

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Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

REPRESENTATIONS AND WARRANTIES

4.1. Each Target Entity, on behalf of itself or, where applicable, a Target Fund, represents and warrants to the Acquiring Entity and its corresponding Acquiring Fund as follows:

(a) The Target Fund is duly organized as a series of the Target Entity, which is a statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware with power under its Amended and Restated Agreement and Declaration of Trust and by-laws (“Governing Documents”), to own all of its Assets, to carry on its business as it is now being conducted and to enter into this Agreement and perform its obligations hereunder;

(b) The Target Entity is a registered investment company classified as a management company of the open-end type, and its registration with the U.S. Securities and Exchange Commission (the “Commission”) as an investment company under the 1940 Act, and the registration of the shares of the Target Fund under the Securities Act of 1933, as amended (“1933 Act”), are in full force and effect;

(c) No consent, approval, authorization, or order of any court or governmental authority or the Financial Industry Regulatory Authority (“FINRA”) is required for the consummation by the Target Fund and the Target Entity of the transactions contemplated herein, except such as have been obtained or will be obtained at or prior to the Closing Date under the 1933 Act, the Securities Exchange Act of 1934, as amended (“1934 Act”), the 1940 Act and state securities laws;

(d) The current prospectus and statement of additional information of the Target Fund and each prospectus and statement of additional information of the Target Fund used at all times between the commencement of operations of the Target Fund and the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;

(e) The Target Fund is in compliance in all material respects with the applicable investment policies and restrictions set forth in the Target Fund’s prospectus and statement of additional information;

(f) Except as otherwise disclosed to and accepted by or on behalf of the Acquiring Fund, the Target Fund will on the Closing Date have good title to the Assets and full right, power, and authority to sell, assign, transfer and deliver such Assets free of adverse claims, including any liens or other encumbrances, and upon delivery and payment for such Assets, the Acquiring Fund will acquire good title thereto, free of

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adverse claims and subject to no restrictions on the full transfer thereof, including, without limitation, such restrictions as might arise under the 1933 Act, provided that the Acquiring Fund will acquire Assets that are segregated as collateral for the Target Fund’s derivative positions, including without limitation, as collateral for swap positions and as margin for futures positions, subject to such segregation and liens that apply to such Assets;

(g) The financial statements of the Target Fund for the Target Fund’s most recently completed fiscal year have been audited by the independent registered public accounting firm identified in the Target Fund’s prospectus or statement of additional information included in the Target Fund’s registration statement on Form N-1A (the “Prospectus” and “Statement of Additional Information”). Such statements, as well as the unaudited, semi-annual financial statements for the semi-annual period next succeeding the Target Fund’s most recently completed fiscal year, if any, were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied, and such statements present fairly, in all material respects, the financial condition of the Target Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Target Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein;

(h) Since the last day of the Target Fund’s most recently completed fiscal year, there has not been any material adverse change in the Target Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business;

(i) On the Closing Date, all material Returns (as defined below) of the Target Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be true, correct and complete in all material respects, and all Taxes (as defined below) shown as due or claimed to be due by any government entity shall have been paid or provision has been made for the payment thereof. To the Target Fund’s knowledge, no such Return is currently under audit by any Federal, state, local or foreign Tax authority; no assessment has been asserted with respect to such Returns; there are no levies, liens or other encumbrances on the Target Fund or its assets resulting from the non-payment of any Taxes; no waivers of the time to assess any such Taxes are outstanding nor are any written requests for such waivers pending; and adequate provision has been made in the Target Fund financial statements for all Taxes in respect of all periods ended on or before the date of such financial statements. As used in this Agreement, “Tax” or “Taxes” means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, withholding on amounts paid to or by any person), together with any interest, penalty, addition to tax or additional amount imposed by any governmental authority (domestic or foreign) responsible for the imposition of any such tax. “Return” means reports, returns, information returns, elections, agreements, declarations, or other documents of any nature or kind (including any attached schedules, supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any claim for

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refund, amended return or declaration of estimated Taxes (and including any amendments with respect thereto);

(j) The Target Fund has elected to be a regulated investment company under Subchapter M of the Code and is a fund that is treated as a separate corporation under Section 851(g) of the Code. The Target Fund has qualified for treatment as a regulated investment company for each taxable year since inception that has ended prior to the Closing Date and will have satisfied the requirements of Part I of Subchapter M of the Code to maintain such qualification for the period beginning on the first day of its current taxable year and ending on the Closing Date. The Target Fund has no earnings or profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it. If Target Fund serves as a funding vehicle for variable contracts (life insurance or annuity), Target Fund, with respect to each of its taxable years that has ended prior to the Closing Date during which it has served as such a funding vehicle, has satisfied the diversification requirements of Section 817(h) of the Code and will continue to satisfy the requirements of Section 817(h) of the Code for the period beginning on the first day of its current taxable year and ending on the Closing Date. In order to (i) ensure continued qualification of the Target Fund for treatment as a “regulated investment company” for tax purposes and (ii) eliminate any tax liability of the Target Fund arising by reason of undistributed investment company taxable income or net capital gain, the Target Fund, before the Closing Date will declare on or prior to the Valuation Date to the shareholders of Target Fund a dividend or dividends that, together with all previous such dividends, shall have the effect of distributing (A) all of Target Fund’s investment company taxable income (determined without regard to any deductions for dividends paid) for the taxable year ended prior to the Closing Date and substantially all of such investment company taxable income for the short taxable year beginning on the first day of its current taxable year and ending on the Closing Date; (B) all of Target Fund’s net capital gain recognized in its taxable year ended prior to the Closing Date and substantially all of any such net capital gain recognized in such short taxable year (in each case after reduction for any capital loss carryover); and (C) at least 90 percent of the excess, if any, of the Target Fund’s interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the taxable year prior to the Closing Date and at least 90 percent of such net tax-exempt income for the short taxable year;

(k) All issued and outstanding shares of the Target Fund are, and on the Closing Date will be, duly and validly issued and outstanding, fully paid and non-assessable by the Target Entity and, in every state where offered or sold, such offers and sales have been in compliance in all material respects with applicable registration and/or notice requirements of the 1933 Act and state and District of Columbia securities laws;

(l) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action, if any, on the part of the Board of Trustees of the Target Entity, on behalf of the Target Fund, and subject to the approval of the shareholders of the Target Fund and the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement will constitute a valid and binding obligation of the Target Fund, enforceable in accordance with its

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terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

(m) The books and records of the Target Fund are true and correct in all material respects and contain no material omissions with respect to information required to be maintained under the laws, rules and regulations applicable to the Target Fund;

(n) The Target Entity is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code; and

(o) The Target Fund has no unamortized or unpaid organizational fees or expenses.

4.2. Each Acquiring Entity, on behalf of the Acquiring Fund, represents and warrants to the Target Entity and its corresponding Target Fund as follows:

(a) The Acquiring Fund is duly organized as a series of the Acquiring Entity, which is a statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware, with power under its Agreement and Declaration of Trust, as amended (the “Agreement and Declaration of Trust”), to own all of its properties and assets and to carry on its business as it is now being, and as it is contemplated to be, conducted, and to enter into this Agreement and perform its obligations hereunder;

(b) The Acquiring Entity is a registered investment company classified as a management company of the open-end type, and its registration with the Commission as an investment company under the 1940 Act and the registration of the shares of the Acquiring Fund under the 1933 Act are in full force and effect;

(c) No consent, approval, authorization, or order of any court, governmental authority or FINRA is required for the consummation by the Acquiring Fund and the Acquiring Entity of the transactions contemplated herein, except such as have been or will be obtained (at or prior to the Closing Date) under the 1933 Act, the 1934 Act, the 1940 Act and state securities laws;

(d) The prospectuses and statements of additional information of the Acquiring Fund to be used in connection with the Reorganization will conform at the time of their use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading;

(e) The Acquiring Fund is in compliance in all material respects with the applicable investment policies and restrictions set forth in the Acquiring Fund’s prospectus and statement of additional information;

(f) The financial statements of the Acquiring Fund for the Acquiring Fund’s most recently completed fiscal year have been audited by the independent registered

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public accounting firm identified in the Acquiring Fund’s prospectus or statement of additional information included in the Acquiring Fund’s registration statement on Form N-1A. Such statements, as well as the unaudited, semi-annual financial statements for the semi-annual period next succeeding the Acquiring Fund’s most recently completed fiscal year, if any, were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied, and such statements present fairly, in all material respects, the financial condition of the Acquiring Fund as of such date in accordance with GAAP, and there are no known contingent liabilities of the Acquiring Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not disclosed therein;

(g) Since the last day of the Acquiring Fund’s most recently completed fiscal year, there has not been any material adverse change in the Acquiring Fund’s financial condition, assets, liabilities or business, other than changes occurring in the ordinary course of business;

(h) On the Closing Date, all material Returns of the Acquiring Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be true, correct and complete in all material respects, and all Taxes shown as due or claimed to be due by any government entity shall have been paid or provision has been made for the payment thereof. To the Acquiring Fund’s knowledge, no such Return is currently under audit by any Federal, state, local or foreign Tax authority; no assessment has been asserted with respect to such Returns; there are no levies, liens or other encumbrances on the Acquiring Fund or its assets resulting from the non-payment of any Taxes; and no waivers of the time to assess any such Taxes are outstanding nor are any written requests for such waivers pending; and adequate provision has been made in the Acquiring Fund financial statements for all Taxes in respect of all periods ended on or before the date of such financial statements;

(i) The Acquiring Fund has elected to be a regulated investment company under Subchapter M of the Code and is a fund that is treated as a separate corporation under Section 851(g) of the Code. The Acquiring Fund has qualified for treatment as a regulated investment company for each taxable year since inception that has ended prior to the Closing Date and has satisfied the requirements of Part I of Subchapter M of the Code to maintain such qualification for the period beginning on the first day of its current taxable year and ending on the Closing Date. The Acquiring Fund has no earnings or profits accumulated in any taxable year in which the provisions of Subchapter M of the Code did not apply to it. If the Acquiring Fund serves as a funding vehicle for variable contracts (life insurance or annuity), the Acquiring Fund, with respect to each of its taxable years that has ended prior to the Closing Date during which it has served as such a funding vehicle, has satisfied the diversification requirements of Section 817(h) of the Code and will continue to satisfy the requirements of Section 817(h) of the Code for the period beginning on the first day of its current taxable year and ending on the Closing Date;

(j) All issued and outstanding Acquiring Fund shares are, and on the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and non-

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assessable by the Acquiring Entity and, in every state where offered or sold, such offers and sales have been in compliance in all material respects with applicable registration and/or notice requirements of the 1933 Act and state and District of Columbia securities laws;

(k) The execution, delivery and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary action, if any, on the part of the trustees of the Acquiring Entity, on behalf of the Acquiring Fund, and subject to the approval of shareholders of the Target Fund and the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement will constitute a valid and binding obligation of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

(l) The shares of the Acquiring Fund to be issued and delivered to the Target Fund, for the account of the Target Fund Shareholders, pursuant to the terms of this Agreement, will on the Closing Date have been duly authorized and, when so issued and delivered, will be duly and validly issued Acquiring Fund shares, and, upon receipt of the Target Fund’s Assets in accordance with the terms of this Agreement, will be fully paid and non-assessable by the Acquiring Entity;

(m) The books and records of the Acquiring Fund are true and correct in all material respects and contain no material omissions with respect to information required to be maintained under laws, rules, and regulations applicable to the Acquiring Fund;

(n) The Acquiring Entity is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code;

(o) The Acquiring Fund has no unamortized or unpaid organizational fees or expenses for which it does not expect to be reimbursed by Invesco or its affiliates.

COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND

5.1. With respect to each Reorganization:

(a) The Acquiring Fund and the Target Fund each: (i) will operate its business in the ordinary course and substantially in accordance with past practices between the date hereof and the Closing Date for the Reorganization, it being understood that such ordinary course of business may include the declaration and payment of customary dividends and distributions, and any other distribution that may be advisable, and (ii) shall use its reasonable best efforts to preserve intact its business organization and material assets and maintain the rights, franchises and business and customer relations necessary to conduct the business operations of the Acquiring Fund or the Target Fund, as appropriate, in the ordinary course in all material respects.

(b) The Target Entity will call a meeting of the shareholders of the Target Fund to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.

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(c) The Target Fund covenants that the Acquiring Fund shares to be issued pursuant to this Agreement are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

(d) The Target Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Target Fund’s shares.

(e) If reasonably requested by the Acquiring Fund in writing, the Target Entity will provide the Acquiring Fund with (1) a statement of the respective tax basis and holding period of all investments to be transferred by a Target Fund to the Acquiring Fund, (2) a copy (which may be in electronic form) of the shareholder ledger accounts including, without limitation, the name, address and taxpayer identification number of each shareholder of record, the number of shares of beneficial interest held by each shareholder, the dividend reinvestment elections applicable to each shareholder, and the backup withholding and nonresident alien withholding certifications, notices or records on file with the Target Fund with respect to each shareholder, for all of the shareholders of record of the Target Fund as of the close of business on the Valuation Date, who are to become holders of the Acquiring Fund as a result of the transfer of Assets (the “Target Fund Shareholder Documentation”), certified by its transfer agent or its President or Vice-President to the best of their knowledge and belief, (3) all FIN 48 work papers and supporting statements pertaining to a Target Fund (the “FIN 48 Workpapers”), and (4) the tax books and records of a Target Fund for purposes of preparing any returns required by law to be filed for tax periods ending after the Closing Date.

(f) Subject to the provisions of this Agreement, the Acquiring Fund and the Target Fund will each take, or cause to be taken, all action, and do or cause to be done all things, reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

(g) As soon as is reasonably practicable after the Closing, the Target Fund will make one or more liquidating distributions to its shareholders consisting of the applicable class of shares of the Acquiring Fund received at the Closing, as set forth in Section 1.2(d) hereof.

(h) If reasonably requested in writing by Acquiring Fund, a statement of the earnings and profits (accumulated and current) of the Target Fund for federal income tax purposes that will be carried over to the Acquiring Fund as a result of Section 381 of the Code.

(i) It is the intention of the parties that each Reorganization will qualify as a reorganization with the meaning of Section 368(a) of the Code. None of the parties to a Reorganization shall take any action or cause any action to be taken (including, without limitation the filing of any tax return) that is inconsistent with such treatment or results in the failure of such Reorganization to qualify as a reorganization within the meaning of Section 368(a) of the Code.

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(j) Any reporting responsibility of the Target Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns relating to tax periods ending on or prior to the Closing Date (whether due before or after the Closing Date), or other documents with the Commission, any state securities commission, and any Federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Target Fund, except as otherwise is mutually agreed by the parties.

(k) If reasonably requested in writing by Acquiring Fund, the Target Fund shall deliver to the Acquiring Fund copies of: (1) the federal, state and local income tax returns filed by or on behalf of the Target Fund for the prior three (3) taxable years; and (2) any of the following that have been issued to or for the benefit of or that otherwise affect the Target Fund and which have continuing relevance: (a) rulings, determinations, holdings or opinions issued by any federal, state, local or foreign tax authority and (b) legal opinions.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND

6.1. With respect to each Reorganization, the obligations of the Target Entity, on behalf of the Target Fund, to consummate the transactions provided for herein shall be subject, at the Target Fund’s election, to the performance by the Acquiring Fund of all of the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following conditions:

(a) All representations and warranties of the Acquiring Fund and the Acquiring Entity contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;

(b) The Acquiring Entity shall have delivered to the Target Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Target Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Acquiring Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement;

(c) The Acquiring Entity and the Acquiring Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Entity and the Acquiring Fund, on or before the Closing Date; and

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

7.1. With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf of the Acquiring Fund, to consummate the transactions provided for herein shall be subject, at the Acquiring Fund’s election, to the performance by the Target Fund of all of the

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obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:

(a) All representations and warranties of the Target Entity and the Target Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date;

(b) If requested by Acquiring Fund, the Target Entity, on behalf of the Target Fund, shall have delivered to the Acquiring Entity (i) a statement of the Target Fund’s Assets, together with a list of portfolio securities of the Target Fund showing the adjusted tax basis of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) if applicable, the FIN 48 Workpapers, (iv) to the extent permitted by applicable law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Target Fund, and (v) a statement of earnings and profits as provided in Section 5.1(h);

(c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date a certificate executed in its name by its President or Vice President and Treasurer, in form and substance reasonably satisfactory to the Acquiring Entity and dated as of the Closing Date, to the effect that the representations and warranties of or with respect to the Target Fund made in this Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Agreement;

(d) The Target Custodian shall have delivered the certificate contemplated by Sections 3.2(b) of this Agreement, duly executed by an authorized officer of the Target Custodian;

(e) The Target Entity and the Target Fund shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Target Entity and the Target Fund, on or before the Closing Date; and

(f) The Target Fund shall have declared and paid a distribution or distributions prior to the Closing that, together with all previous distributions, shall have the effect of distributing to its shareholders (i) all of its investment company taxable income (determined without regard to any deductions for dividends paid) and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to the Closing Time on the Closing Date; (ii) any such undistributed investment company taxable income and net realized capital gains from any prior period to the extent not otherwise already distributed; and (iii) at least 90 percent of the excess, if any, of the Target Fund’s interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for the

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taxable year prior to the Closing Date and at least 90 percent of such net tax-exempt income for the short taxable year.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE TARGET FUND

With respect to each Reorganization, if any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Target Fund or the Acquiring Fund, the Acquiring Entity or Target Entity, respectively, shall, at its option, not be required to consummate the transactions contemplated by this Agreement:

8.1. The Agreement shall have been approved by the requisite vote of the holders of the outstanding shares of the Target Fund in accordance with the provisions of the Target Entity’s Governing Documents, Delaware law, and the 1940 Act. Notwithstanding anything herein to the contrary, neither the Target Fund nor the Acquiring Fund may waive the conditions set forth in this Section 8.1;

8.2. On the Closing Date, no action, suit or other proceeding shall be pending or, to the Target Entity’s or the Acquiring Entity’s knowledge, threatened before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement, the transactions contemplated herein;

8.3. All consents of other parties and all other consents, orders and permits of Federal, state and local regulatory authorities deemed necessary by the Acquiring Fund or the Target Fund to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Target Fund, provided that either party hereto may for itself waive any of such conditions;

8.4. A registration statement on Form N-14 under the 1933 Act properly registering the Acquiring Fund shares to be issued in connection with the Reorganization shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened or contemplated under the 1933 Act; and

8.5. The Target Entity and the Acquiring Entity shall have received on or before the Closing Date an opinion of Stradley Ronon in form and substance reasonably acceptable to the Target Entity and the Acquiring Entity, as to the matters set forth on Schedule 8.6. In rendering such opinion, Stradley Ronon may request and rely upon representations contained in certificates of officers of the Target Entity, the Acquiring Entity and others, and the officers of the Target Entity and the Acquiring Entity shall use their best efforts to make available such truthful certificates.

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FEES AND EXPENSES

9.1. Each Acquiring Fund will bear its expenses relating to the Reorganizations, which IAI has estimated to be $30,000 per Reorganization. Each Target Fund will bear its costs associated with the Reorganization, provided that the Target Fund is expected to recoup those costs within 24 months following the Reorganization as a result of reduced total annual fund operating expenses. IAI has agreed to bear the Reorganization costs of any Target Fund that does not meet the foregoing threshold based on estimates prepared by the Adviser and discussed with the Board.

10.

FINAL TAX RETURNS AND FORMS 1099 OF TARGET FUND

10.1. After the Closing Date, except as otherwise agreed to by the parties, Target Entity shall or shall cause its agents to prepare any federal, state or local tax returns, including any Forms 1099, required to be filed by Target Entity with respect to each Target Fund’s final taxable year ending with its complete liquidation and for any prior periods or taxable years and shall further cause such tax returns and Forms 1099 to be duly filed with the appropriate taxing authorities.

11.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS

11.1. The representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder. The covenants to be performed after the Closing shall survive the Closing.

12.

TERMINATION

This Agreement may be terminated and the transactions contemplated hereby may be abandoned with respect to one or more (or all) Reorganizations by mutual agreement of the parties.

13.

AMENDMENTS

This Agreement may be amended, modified or supplemented in a writing signed by the parties hereto to be bound by such Amendment.

14.

HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY

14.1. The Article and Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

14.2. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and applicable Federal law, without regard to its principles of conflicts of laws.

-15-

14.3. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

14.4. This agreement may be executed in any number of counterparts, each of which shall be considered an original.

14.5. It is expressly agreed that the obligations of the parties hereunder shall not be binding upon any of their respective directors or trustees, shareholders, nominees, officers, agents, or employees personally, but shall bind only the property of the applicable Target Fund or the applicable Acquiring Fund as provided in the Governing Documents of the Target Entity or the Agreement and Declaration of Trust of the Acquiring Entity, respectively. The execution and delivery by such officers shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the property of such party.

-16-

Schedule 8.6

Tax Opinions

(i) The acquisition by the Acquiring Fund of substantially all of the assets of the Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Target Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the Acquiring Fund each will be a “party to the reorganization” within the meaning of Section 368(b) of the Code.

(ii) No gain or loss will be recognized by the Target Fund upon the transfer of substantially all of its assets to, and assumption of its liabilities by, the Acquiring Fund in exchange solely for Acquiring Fund shares pursuant to Section 361(a) and Section 357(a) of the Code, except that Target Fund may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign investment company, as defined in Section 1297(a) of the Code.

(iii) No gain or loss will be recognized by the Acquiring Fund upon the receipt by it of substantially all of the assets of the Target Fund in exchange solely for the assumption of the liabilities of the Target Fund and issuance of the Acquiring Fund shares pursuant to Section 1032(a) of the Code.

(iv) No gain or loss will be recognized by the Target Fund upon the distribution of the Acquiring Fund shares by the Target Fund to its shareholders in complete liquidation (in pursuance of the Agreement) pursuant to Section 361(c)(1) of the Code.

(v) The tax basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Target Fund immediately prior to the transfer pursuant to Section 362(b) of the Code.

(vi) The holding periods of the assets of the Target Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Target Fund pursuant to Section 1223(2) of the Code.

(vii) No gain or loss will be recognized by the shareholders of the Target Fund upon the exchange of all of their Target Fund shares for the Acquiring Fund shares pursuant to Section 354(a) of the Code.

(viii) The aggregate tax basis of the Acquiring Fund shares to be received by each shareholder of the Target Fund will be the same as the aggregate tax basis of Target Fund shares exchanged therefor pursuant to Section 358(a)(1) of the Code.

(ix) The holding period of Acquiring Fund shares received by a shareholder of the Target Fund will include the holding period of the Target Fund shares exchanged therefor,

provided that the shareholder held Target Fund shares as a capital asset on the date of the exchange pursuant to Section 1223(1) of the Code.

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

EXHIBIT E

FINANCIAL HIGHLIGHTS

Financial Highlights Information

The financial highlight tables are intended to help you understand the Acquiring Fund’s and the Target Fund’s financial performance for the past five fiscal years and are included in the respective Acquiring Fund’s prospectus and the Target Fund’s prospectus which are each incorporated herein by reference. The Acquiring Fund’s prospectus also accompanies this Proxy Statement/Prospectus. The financial highlights table below provides additional information for the most recent six-month semi-annual reporting period for the Acquiring Fund. The information is unaudited. The Acquiring Fund’s fiscal year end is October 31 and accordingly, the Acquiring Fund’s financial highlights table below contains information for the six-month period ended April 30, 2010. The Target Fund’s fiscal year end is August 31, and since its current prospectus contains financial highlights as of August 31, 2010, no supplemental six month information is provided in this section.

E-1

Acquiring Fund- Charter Fund

The following schedule presents financial highlights for a share of the Charter Fund outstanding for the period indicated.


																				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	$	14.16	$	0.03		$	1.60	$	1.63	$	(0.09	)	$	15.70		11.56	%	$	4,355,234		1.13	%		1.17	%		0.37	%		34	%
Class B
Six months ended 04/30/10		13.62		(0.03	)		1.55		1.52		—			15.14		11.16			256,112		1.88			1.92			(0.38	)		34
Class C
Six months ended 04/30/10		13.65		(0.03	)		1.56		1.53		—			15.18		11.21			260,982		1.88			1.92			(0.38	)		34
Class Y
Six months ended 04/30/10		14.20		0.05			1.60		1.65		(0.10	)		15.75		11.69			122,785		0.88			0.92			0.62			34
Institutional Class
Six months ended 04/30/10		14.57		0.06			1.66		1.72		(0.14	)		16.15		11.83			476,645		0.72			0.76			0.78			34


(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 charges and is not annualized for periods less than one year.

(c)		Ratios are annualized and based on average daily net assets (000’s omitted) of $4,208,136, $279,762, $249,412, $91,058 and $423,594 for Class A, Class B, Class C, Class Y and Institutional Class shares, respectively.

(d)		Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year, if applicable.

E-2

December 30, 2010

Dear Shareholder,

On June 1, Invesco completed its acquisition of Morgan Stanley’s retail asset management business, including Van Kampen Investments.

	§		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.

Sincerely,

Mr. Philip Taylor
President and Principal Executive Officer

AIM COUNSELOR SERIES TRUST
(Invesco Counselor Series Trust)
AIM SECTOR FUNDS (Invesco Sector Funds)

11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
To Be Held on April 14, 2011

A joint special meeting (the “Meeting”) of the shareholders of the Invesco Dividend Growth Securities Fund, the Invesco Van Kampen Core Equity Fund, each a series of AIM Counselor Series Trust (Invesco Counselor Series Trust) (“AIM Counselor Series”), and the Invesco Financial Services Fund, a series of AIM Sector Funds (Invesco Sector Funds) (“AIM Sector Funds” and together with AIM Counselor Series the “Target Trusts”), will be held on April 14, 2011 at 3:00 p.m., Central time, at 11 Greenway Plaza, Suite 2500, Houston, Texas 77046 to vote on the following proposal:

To approve an Agreement and Plan of Reorganization between each “Target Fund” listed below and the Invesco Diversified Dividend Fund (the “Acquiring Fund”), a series of AIM Equity Funds (Invesco Equity Funds) (the “Acquiring Trust”), providing for: (a) the acquisition of all of the assets and assumption of all of the liabilities of each 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 (each, a “Reorganization” and collectively, the “Reorganizations”).

The Target Funds and the Acquiring Fund included in each proposed Reorganization are:


Target Funds:		Acquiring Fund:
Invesco Dividend Growth Securities Fund		Invesco Diversified Dividend Fund
Invesco Van Kampen Core Equity Fund
Invesco Financial Services Fund

Shareholders of record as of the close of business on January 14, 2011 are entitled to notice of, and to vote at, the Meeting or any adjournment of the Meeting. Shareholders of each Target Fund will vote separately on the proposal, and the proposal will be effected as to a particular Target Fund only if that Fund’s shareholders approve the proposal.

The Boards of Trustees of the Target Trusts (the “Board”) request that you vote your shares by completing the enclosed proxy card and returning it in the enclosed postage paid return envelope, or by voting by telephone or via the internet using the instructions on the proxy card.

The Board recommends that you cast your vote FOR the above proposal as described in the Joint Proxy Statement/Prospectus.

Some shareholders hold shares in more than one Target Fund and may receive proxy cards or proxy materials for each such Target Fund. Please sign and promptly return each proxy card in the postage paid return envelope regardless of the number of shares owned.

AIM COUNSELOR SERIES TRUST (Invesco Counselor Series Trust)
AIM SECTOR FUNDS (Invesco Sector Funds)

AIM EQUITY FUNDS (Invesco Equity Funds)

11 Greenway Plaza, Suite 2500
Houston, Texas 77046
(800) 959-4246

JOINT PROXY STATEMENT/PROSPECTUS

December 30, 2010

Introduction

This Joint Proxy Statement/Prospectus contains information that shareholders of the Invesco Dividend Growth Securities Fund (the “Dividend Growth Fund”), Invesco Van Kampen Core Equity Fund (the “Core Equity Fund”), two series of AIM Counselor Series Trust (Invesco Counselor Series Trust) (“AIM Counselor Series”), and Invesco Financial Services Fund (the “Financial Services Fund”), a series of AIM Sector Funds (Invesco Sector Funds) (“AIM Sector Funds” and together with AIM Counselor Series, the “Target Trusts”) should know before voting on the proposed reorganizations that are described herein and should be retained for future reference. The Dividend Growth Fund, the Core Equity Fund and the Financial Services Fund are each referred to herein as a “Target Fund” and, together, as the “Target Funds.” This document is both the proxy statement of the Target Funds and a prospectus for the Invesco Diversified Dividend Fund (the “Acquiring Fund”), which is a series of AIM Equity Funds (Invesco Equity Funds) (the “Acquiring Trust”). Each Target Fund and the Acquiring Fund are series of a registered open-end management investment company. The Target Funds and the Acquiring Fund collectively are referred to as the “Funds” and individually as a “Fund.”

A joint special meeting of the shareholders of the Target Funds (the “Meeting”) will be held at 11 Greenway Plaza, Suite 2500, Houston, Texas 77046 on April 14, 2011 at 3:00 p.m., Central time. At the Meeting, shareholders of each Target Fund will be asked to consider the following proposal:

To approve an Agreement and Plan of Reorganization between each 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 to the shareholders of the Target Fund; and (c) the liquidation and termination of the Target Fund (each, a “Reorganization” and collectively, the “Reorganizations”).

The total value of the Acquiring Fund shares of each class that shareholders will receive in a Reorganization will be the same as the total value of the shares of the corresponding class of the Target Fund that shareholders held immediately prior to the Reorganization. Each Reorganization is anticipated to be a tax-free transaction, meaning that shareholders should not be required to pay any federal income tax in connection with the Reorganization. No sales charges or redemption fees will be imposed in connection with the Reorganizations.

The Boards of Trustees of the Target Trusts (the “Board”) have fixed the close of business on January 14, 2011 as the record date (“Record Date”) for the determination of shareholders entitled to notice of and to vote at the Meeting and at any adjournment thereof. Shareholders of each Target Fund on the Record Date will be entitled to one vote for each share of the Target Fund held (and a proportionate fractional vote for each fractional share). This Joint Proxy Statement/Prospectus, the enclosed Notice of Joint Special Meeting of Shareholders and the enclosed proxy card will be mailed on or about January 19, 2011 to all shareholders eligible to vote on a Reorganization.

The Board and the Board of Trustees of the Acquiring Trust have approved the Agreement and Plan of Reorganization (the “Agreement”) and have determined that the Reorganization is in the best interest of each Target Fund and the Acquiring Fund, respectively, and will not dilute the interests of the existing shareholders of the Target Funds or the Acquiring Fund. If shareholders of a Target Fund do not approve the Agreement, the Board will consider what further action is appropriate for that Fund.

This Joint Proxy Statement/Prospectus is being used in order to reduce the preparation, printing, handling and postage expenses that would result from the use of a separate proxy statement/prospectus for each Target Fund.

Additional information about the Funds is available in the:

	•		Prospectuses for the Funds;

	•		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.

These documents are on file with the U.S. Securities and Exchange Commission (the “SEC”). The current prospectuses of the Target Funds are incorporated herein by reference and are legally deemed to be part of this Joint Proxy Statement/Prospectus. A copy of the current prospectus of the Acquiring Fund accompanies this Joint Proxy Statement/Prospectus and is incorporated herein by reference and deemed to be part of this Joint Proxy Statement/Prospectus. The SAI to this Joint Proxy Statement/Prospectus, dated the same date as this Joint Proxy Statement/Prospectus, also is incorporated herein by reference and is deemed to be part of this Joint Proxy Statement/Prospectus. The Target Fund prospectuses, the most recent annual reports to Target Fund shareholders, containing audited financial statements for the most recent fiscal year, and the most recent semi-annual reports to shareholders of the Target Funds have been previously mailed to shareholders and are available on the Target Funds’ website at www.invesco.com/us.

Copies of all of these documents are available upon request without charge by visiting or writing to the Target Funds at 11 Greenway Plaza, Suite 2500, Houston, Texas 77046, or calling (800) 959-4246.

You also may view or obtain these documents from the SEC’s Public Reference Room, which is located at 100 F Street, NE, Washington, DC 20549-1520, or from the SEC’s website at www.sec.gov. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. You can also request copies of these materials, upon payment at the prescribed rates of the duplicating fee, by electronic request to the SEC’s e-mail address (publicinfo@sec.gov) or by writing the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington, DC 20549-1520.

These securities have not been approved or disapproved by the Securities and Exchange Commission nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of this Joint Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense. An investment in the Funds is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. You may lose money by investing in the Funds.

PROPOSAL: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION

Shareholders of each Target Fund are being asked to consider and approve the Agreement that will have the effect of reorganizing the Target Fund with and into the Acquiring Fund, as summarized below. The Agreement provides 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 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.

SUMMARY OF KEY INFORMATION

The following is a summary of certain information contained elsewhere in this Joint Proxy Statement/Prospectus, in the Agreement, and/or in the prospectuses and SAI of the Funds. Shareholders should read the entire Joint Proxy Statement/Prospectus and the prospectus of the Acquiring Fund carefully for more complete information.

On what am I being asked to vote?

If you are a shareholder of a Target Fund you are being asked to consider and approve the Agreement under which the Target Fund’s assets will be acquired and its liabilities assumed by the Acquiring Fund.

If shareholders of a Target Fund approve the Agreement, shares of each class of the Target Fund will be exchanged for Acquiring Fund shares of the corresponding class, which will result in your holding shares of the Acquiring Fund equal to the value of your shares of the corresponding class of the Target Fund, and the Target Fund will be liquidated and terminated.

Has my Fund’s Board of Trustees approved the Reorganizations?

Yes. The Board has carefully reviewed the proposal and unanimously approved the Agreement and the Reorganizations. The Board recommends that shareholders of each Target Fund vote in favor of the Agreement.

What are the reasons for the proposed Reorganizations?

On June 1, 2010, Invesco Ltd. (“Invesco”), the indirect parent company of Invesco Advisers, Inc., the Funds’ investment adviser (“Invesco Advisers”), acquired the retail mutual fund business of Morgan Stanley, which included 92 separate Morgan Stanley and Van Kampen branded funds. This transaction filled gaps in Invesco’s product line-up and has enabled the company to expand its investment offerings to retail customers. The transaction also resulted in significant product overlap. The Reorganizations proposed in this Joint Proxy Statement/Prospectus are part of a larger group of reorganizations across Invesco’s mutual fund platform. The reorganizations are designed to put forth Invesco’s most compelling investment processes and strategies, reduce product overlap and create scale in the resulting funds.

In considering the Reorganizations and the Agreement, the Board considered these and other factors in concluding that the Reorganizations would be in the best interest of the Funds. The Board’s considerations are described in more detail below under “THE PROPOSED REORGANIZATIONS - Board Considerations in Approving the Reorganizations.”

What effect will a Reorganization have on me as a shareholder?

Immediately after a Reorganization, you will hold shares of a class of the Acquiring Fund that are equal in value to the shares of the corresponding class of the Target Fund that you held immediately prior to the closing of the Reorganization. The principal differences between the Target Funds and the Acquiring Fund are described in this Joint Proxy Statement/Prospectus. The prospectus of the Acquiring Fund that accompanies this Joint Proxy Statement/Prospectus contains additional information about the Acquiring Fund that you will hold shares of following the Reorganization, if approved.

How do the Funds’ investment objectives, principal investment strategies and risks compare?

The Acquiring Fund and the Target Funds have similar investment objectives, as described below. Each Fund’s investment objective is classified as non-fundamental, which means that it can be changed by the Board without shareholder approval, although there is no present intention to do so.


Investment Objectives

Target Funds		Acquiring Fund
Invesco Dividend Growth Securities Fund reasonable current income and long-term growth of income and capital		Invesco Diversified Dividend Fund long-term growth of capital and, secondarily, current income

Invesco Van Kampen Core Equity Fund capital growth and income

Invesco Financial Services Fund long-term growth of capital

The principal investment strategies of the Acquiring Fund are substantially similar to the principal investment strategies of the Dividend Growth Fund and the Core Equity Fund. Because the Financial Services Fund concentrates its investment in the financial services sector, it invests in different types of investments and has different investment policies and limitations than the Acquiring Fund. As a result, the risks of owning the Acquiring Fund are generally similar to the risks of owning shares of a Target Fund, although the risks of the Funds may not be exactly the same, especially with respect to the Financial Services Fund that is subject to certain additional risks. The sections below entitled “ADDITIONAL INFORMATION ABOUT THE FUNDS — Comparison of Principal Investment Strategies” and “Comparison of the Principal Risks of Investing in the Funds” compare the principal investment strategies and risks of the Target Funds and the Acquiring Fund and highlight certain key differences.

How do the Funds’ expenses compare?

The tables below provide a summary comparison of the expenses of each Target Fund and the Acquiring Fund, as well as estimated expenses on a pro forma basis giving effect to the proposed Reorganizations. The pro forma expense ratios show projected estimated expenses but actual expenses may be greater or less than those shown. Note that pro forma total expenses, before and after waivers, of the Acquiring Fund are expected to be higher than the total expenses of the Dividend Growth Fund.

None of the Reorganizations is contingent upon shareholder approval of any other Reorganization. It is anticipated that the lowest expense ratio will be achieved for the Acquiring Fund if all of the Reorganizations are approved and implemented and that the highest expense ratio would result if the Core Equity Fund is the only Target Fund that participates in the Reorganization with the Acquiring Fund. The range of impact to Acquiring Fund expenses is reflected in the expense tables below, which provide the highest and lowest projected expense ratios for the corresponding classes of the Acquiring Fund after giving effect to one or more Reorganizations.

Expense Tables*


	Actual															Combined *Pro Forma*
																Target Funds			Core Equity Fund
																+			+
													Diversified			Acquiring Fund			Acquiring Fund
							Core Equity			Financial Services			Dividend Fund			(assumes all			(assumes only one
	Dividend Growth Fund						Fund			Fund			(Acquiring			Reorganizations are			Reorganization is
	(Target Fund)						(Target Fund)			(Target Fund)			Fund)			completed)			completed)
	Class A			Class B¹			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			5.00	%		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		0.44	%		0.44	%		0.65	%		0.75	%		0.55	%		0.51	%		0.54	%
Distribution and Service (12b-1) Fees		0.25	%		0.24	%		0.25	%		0.25	%		0.25	%		0.25	%		0.25	%
Other Expenses		0.26	%²		0.26	%²		0.86	%²		0.69	%		0.32	%		0.32	%		0.34	%
Acquired Fund Fees and Expenses		0.00	%³		0.00	%³		0.00	%³		0.01	%		0.01	%		0.01	%		0.01	%
Total Annual Fund Operating Expenses		0.95	%²		0.94	%²		1.76	%²		1.70	%		1.13	%		1.09	%		1.14	%
Fee Waiver and/or Expense Reimbursement		0.00	%		0.00	%		0.56	%⁴		0.00	%		0.00	%		0.13	%⁵		0.00	%⁶
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.95	%		0.94	%		1.20	%		1.70	%		1.13	%		0.96	%		1.14	%

Class B^†


	Actual									Combined *Pro Forma*
										Target Funds			Core Equity Fund
										+			+
							Diversified			Acquiring Fund			Acquiring Fund
	Core Equity			Financial			Dividend Fund			(assumes all			(assumes only one
	Fund			Services Fund			(Acquiring			Reorganizations			Reorganization is
	(Target Fund)			(Target Fund)			Fund)			are completed)			completed)
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		0.65	%		0.75	%		0.55	%		0.51	%		0.54	%
Distribution and Service (12b-1) Fees		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Other Expenses		0.86	%²		0.69	%		0.32	%		0.32	%		0.34	%
Acquired Fund Fees and Expenses		0.00	%³		0.01	%		0.01	%		0.01	%		0.01	%
Total Annual Fund Operating Expenses		2.51	%²		2.45	%		1.88	%		1.84	%		1.89	%
Fee Waiver and/or Expense Reimbursement		0.56	%⁴		0.00	%		0.00	%		0.13	%⁵		0.00	%⁶
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.95	%		2.45	%		1.88	%		1.71	%		1.89	%


^†		Upon completion of the Reorganization, holders of the Dividend Growth Fund’s Class B shares will be issued Class A shares of the Acquiring Fund; therefore, the Dividend Growth Fund is not included in this table but is instead included in the Class A table.

Class C


	Actual												Combined *Pro Forma*
													Target Funds			Core Equity Fund
													+			+
										Diversified			Acquiring Fund			Acquiring Fund
	Dividend			Core Equity			Financial			Dividend Fund			(assumes all			(assumes only one
	Growth Fund			Fund			Services Fund			(Acquiring			Reorganizations			Reorganization is
	(Target Fund)			(Target Fund)			(Target Fund)			Fund)			are completed)			completed)
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		0.44	%		0.65	%		0.75	%		0.55	%		0.51	%		0.54	%
Distribution and Service (12b-1) Fees		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Other Expenses		0.26	%²		0.86	%²		0.69	%		0.32	%		0.32	%		0.34	%
Acquired Fund Fees and Expenses		0.00	%³		0.00	%³		0.01	%		0.01	%		0.01	%		0.01	%
Total Annual Fund Operating Expenses		1.70	%²		2.51	%²		2.45	%		1.88	%		1.84	%		1.89	%
Fee Waiver and/or Expense Reimbursement		0.00	%		0.56	%⁴		0.00	%		0.00	%		0.13	%⁵		0.00	%⁶
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.70	%		1.95	%		2.45	%		1.88	%		1.71	%		1.89	%

Class R^†


	Actual						Combined *Pro Forma*
							Target Funds			Core Equity Fund
							+			+
				Diversified			Acquiring Fund			Acquiring Fund
	Core Equity			Dividend Fund			(assumes all			(assumes only one
	Fund			(Acquiring			Reorganizations			Reorganization is
	(Target Fund)			Fund)			are completed)			completed)
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		0.65	%		0.55	%		0.51	%		0.54	%
Distribution and Service (12b-1) Fees		0.50	%		0.50	%		0.50	%		0.50	%
Other Expenses		0.86	%²		0.32	%		0.32	%		0.34	%
Acquired Fund Fees and Expenses		0.00	%³		0.01	%		0.01	%		0.01	%
Total Annual Fund Operating Expenses		2.01	%²		1.38	%		1.34	%		1.39	%
Fee Waiver and/or Expense Reimbursement		0.56	%⁴		0.00	%		0.13	%⁵		0.00	%⁶
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.45	%		1.38	%		1.21	%		1.39	%


^†		The Dividend Growth Fund and Financial Services Fund do not offer this share class and, therefore, are not included in this table.

Class Y


	Actual												Combined *Pro Forma*
													Target Funds			Core Equity Fund
													+			+
										Diversified			Acquiring Fund			Acquiring Fund
	Dividend			Core Equity			Financial			Dividend Fund			(assumes all			(assumes only one
	Growth Fund			Fund			Services Fund			(Acquiring			Reorganizations			Reorganization is
	(Target Fund)			(Target Fund)			(Target Fund)			Fund)			are completed)			completed)
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		0.44	%		0.65	%		0.75	%		0.55	%		0.51	%		0.54	%
Distribution and Service (12b-1) Fees		None			None			None			None			None			None
Other Expenses		0.26	%²		0.86	%²		0.69	%		0.32	%		0.32	%		0.34	%
Acquired Fund Fees and Expenses		0.00	%		0.00	%³		0.01	%		0.01	%		0.01	%		0.01	%
Total Annual Fund Operating Expenses		0.70	%²		1.51	%²		1.45	%		0.88	%		0.84	%		0.89	%
Fee Waiver and/or Expense Reimbursement		0.00	%		0.56	%⁴		0.00	%		0.00	%		0.13	%⁵		0.00	%⁶
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		0.70	%		0.95	%		1.45	%		0.88	%		0.71	%		0.89	%

Investor Class^†


							Combined
	Actual						*Pro Forma*
							Target Funds
							+
				Diversified			Acquiring Fund
	Financial			Dividend Fund			(assumes all
	Services Fund			(Acquiring			Reorganizations are
	(Target Fund)			Fund)			completed)
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		0.75	%		0.55	%		0.51	%
Distribution and Service (12b-1) Fees		0.25	%		0.15	%		0.16	%
Other Expenses		0.69	%		0.32	%		0.32	%
Acquired Fund Fees and Expenses		0.01	%		0.01	%		0.01	%
Total Annual Fund Operating Expenses		1.70	%		1.03	%		1.00	%
Fee Waiver and/or Expense Reimbursement		0.00	%		0.00	%		0.13	%⁵
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.70	%		1.03	%		0.87	%


^†		The Dividend Growth Fund and Core Equity Fund do not offer this share class and, therefore, are not included in this table.


^*		Expense ratios reflect annual fund operating expenses for the most recent fiscal year of the Dividend Growth Fund (August 31, 2010), Core Equity Fund (August 31, 2010), Financial Services Fund (April 30, 2010), and the Acquiring Fund (October 31, 2009). Pro forma numbers are estimated as if the Reorganization(s) had been completed as of November 1, 2008, and do not include the estimated costs of the Reorganization(s). The estimated Reorganization costs that the Financial Services Fund will bear are $240,000. Invesco Advisers estimates that shareholders will recoup these costs through reduced expenses in two months or less. The Dividend Growth Fund and the Core Equity Fund are not expected bear any Reorganization costs. For more information on the costs of the Reorganizations to be borne by the Funds, see “Costs of Reorganizations” below.


¹		Upon completion of the Reorganization, holders of the Dividend Growth Fund’s Class B shares will receive Class A shares of the Acquiring Fund.


²		Based on estimated amounts for the current fiscal year.



³		Unless otherwise indicated, Acquired Fund Fees and Expenses are less than 0.01%.



⁴		Invesco Advisers has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) to the following percentages of average daily net assets: Class A — 1.20%, Class B — 1.95%, Class


		C — 1.95%, Class R — 1.45%, and Class Y — 0.95%. In determining Invesco Advisers’ 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. Acquired Fund Fees and Expenses are also excluded in determining such obligation. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012.


⁵		Effective upon the closing of the Reorganization(s), 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) to the following percentages of average daily net assets if all three Reorganizations are consummated: Class A — 0.95%, Class B — 1.70%, Class C — 1.70%, Class R — 1.20%, Class Y — 0.70%, and Investor Class — 0.95%. In determining Invesco Advisers’ 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. Acquired Fund Fees and Expenses are also excluded in determining such obligation. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2013.



⁶		Effective upon the closing of the Reorganization, Invesco Advisers has contractually agreed, through at least June 30, 2012, to waive advisory fees and/or reimburse expenses of all shares to the extent necessary to limit Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (excluding certain items discussed below) to the following percentages of average daily net assets if only the Core Equity Fund Reorganization is consummated: Class A — 1.20%, Class B — 1.95%, Class C — 1.95%, Class R — 1.45%, Class Y — 0.95%, and Investor Class — 1.20%. In determining Invesco Advisers’ 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. Acquired Fund Fees and Expenses are also excluded in determining such obligation. Unless the Board and Invesco Advisers mutually agree to amend or continue the fee waiver agreement, it will terminate on June 30, 2012.

Expense Example

These Examples are intended to help you compare the costs of investing in different classes of a Target Fund and the Acquiring Fund with the cost of investing in other mutual funds. Pro forma combined costs of investing in different classes of the Acquiring Fund after giving effect to the Reorganizations are also provided. All costs are based upon the information set forth in the Fee Tables above.

The Examples assume that you invest $10,000 for the time periods indicated and show the expenses that you would pay if you redeem all of your shares at the end of those time periods. The Examples also assume that your investment has a 5% return each year and that the operating expenses remain the same. The Examples reflect fee waivers and/or expense reimbursements that are contractual, if any, but do not reflect any voluntary fee waivers and/or expense reimbursements. To the extent fees are waived and/or expenses are reimbursed on a voluntary basis, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:


	One		Three		Five		Ten
Fund/Class	Year		Years		Years		Years
Dividend Growth Fund — Class A	$	642	$	836	$	1,047	$	1,652
Dividend Growth Fund — Class B^*	$	596	$	600	$	720	$	1,158
Dividend Growth Fund — Class B^* (if you did not redeem your shares)	$	96	$	300	$	520	$	1,158
Core Equity Fund — Class A	$	666	$	968	$	1,350	$	2,419
Financial Services Fund — Class A	$	713	$	1,056	$	1,422	$	2,448
Diversified Dividend Fund — Class A	$	659	$	889	$	1,138	$	1,849
Combined *Pro forma*
Target Funds + Acquiring Fund — Class A (assuming all Reorganizations are completed)	$	643	$	853	$	1,093	$	1,783
Combined *Pro forma*
Core Equity Fund + Acquiring Fund — Class A (assuming only one Reorganization is completed)	$	660	$	892	$	1,143	$	1,860

Core Equity Fund — Class B	$	698	$	972	$	1,432	$	2,573
Core Equity Fund — Class B (if you did not redeem your shares)	$	198	$	672	$	1,232	$	2,573
Financial Services Fund — Class B	$	748	$	1,064	$	1,506	$	2,601
Financial Services Fund — Class B (if you did not redeem your shares)	$	248	$	764	$	1,306	$	2,601
Diversified Dividend Fund — Class B	$	691	$	891	$	1,216	$	2,005
Diversified Dividend Fund — Class B (if you did not redeem your shares)	$	191	$	591	$	1,016	$	2,005
*Combined Pro forma*
Target Funds + Acquiring Fund — Class B (assuming all Reorganizations are completed)	$	674	$	853	$	1,171	$	1,940
*Combined Pro forma*
Target Funds + Acquiring Fund — Class B (assuming all Reorganizations are completed) (if you did not redeem your shares)	$	174	$	553	$	971	$	1,940
*Combined Pro forma*
Core Equity Fund + Acquiring Fund — Class B (assuming only one Reorganization is completed)	$	692	$	894	$	1,221	$	2,016
*Combined Pro forma*
Core Equity Fund + Acquiring Fund — Class B (assuming only one Reorganization is completed) (if you did not redeem your shares)	$	192	$	594	$	1,021	$	2,016

Dividend Growth Fund — Class C	$	273	$	536	$	923	$	2,009
Dividend Growth Fund — Class C (if you did not redeem your shares)	$	173	$	536	$	923	$	2,009
Core Equity Fund — Class C	$	298	$	672	$	1,232	$	2,759


	One		Three		Five		Ten
Fund/Class	Year		Years		Years		Years
Core Equity Fund — Class C (if you did not redeem your shares)	$	198	$	672	$	1,232	$	2,759
Financial Services Fund — Class C	$	348	$	764	$	1,306	$	2,786
Financial Services Fund — Class C (if you did not redeem your shares)	$	248	$	764	$	1,306	$	2,786
Diversified Dividend Fund — Class C	$	291	$	591	$	1,016	$	2,201
Diversified Dividend Fund — Class C (if you did not redeem your shares)	$	191	$	591	$	1,016	$	2,201
Combined *Pro forma*
Target Funds + Acquiring Fund — Class C (assuming all Reorganizations are completed)	$	274	$	553	$	971	$	2,137
Combined *Pro forma*
Target Funds + Acquiring Fund — Class C (assuming all Reorganizations are completed) (if you did not redeem your shares)	$	174	$	553	$	971	$	2,137
Combined *Pro forma*
Core Equity Fund + Acquiring Fund — Class C (assuming only one Reorganization is completed)	$	292	$	594	$	1,021	$	2,212
Combined *Pro forma*
Core Equity Fund + Acquiring Fund — Class C (assuming only one Reorganization is completed) (if you did not redeem your shares)	$	192	$	594	$	1,021	$	2,212

Core Equity Fund — Class R	$	148	$	519	$	976	$	2,245
Diversified Dividend Fund — Class R	$	140	$	437	$	755	$	1,657
Combined *Pro forma*
Target Funds + Acquiring Fund — Class R (assuming all Reorganizations are completed)	$	123	$	398	$	709	$	1,589
Combined *Pro forma*
Core Equity Fund + Acquiring Fund — Class R (assuming only one Reorganization is completed)	$	142	$	440	$	761	$	1,669

Dividend Growth Fund — Class Y	$	72	$	224	$	390	$	871
Core Equity Fund — Class Y	$	97	$	364	$	714	$	1,703
Financial Services Fund — Class Y	$	148	$	459	$	792	$	1,735
Diversified Dividend Fund — Class Y	$	90	$	281	$	488	$	1,084
Combined *Pro forma*
Target Funds + Acquiring Fund — Class Y (assuming all Reorganizations are completed)	$	73	$	241	$	440	$	1,012
Combined *Pro forma*
Core Equity Fund + Acquiring Fund — Class Y (assuming only one Reorganization is completed)	$	91	$	284	$	493	$	1,096

Financial Services Fund — Investor Class	$	173	$	536	$	923	$	2,009
Diversified Dividend Fund — Investor Class	$	105	$	328	$	569	$	1,259
Combined *Pro forma*
Target Funds + Acquiring Fund — Investor Class (assuming all Reorganizations are completed)	$	89	$	292	$	527	$	1,200


*		Holders of Dividend Growth Fund Class B shares will be issued Class A shares as part of that Fund’s Reorganization.

The Examples are not a representation of past or future expenses. Each Fund’s actual expenses, and an investor’s direct and indirect expenses, may be more or less than those shown. The table and the assumption in the Examples of a 5% annual return are required by regulations of the SEC applicable to all mutual funds. The 5% annual return is not a prediction of and does not represent the Funds’ projected or actual performance.

For further discussion regarding the Board’s consideration of the fees and expenses of the Funds in approving the Reorganization, see the section entitled “THE PROPOSED REORGANIZATIONS - Board Considerations in Approving the Reorganizations” in this Joint Proxy Statement/Prospectus.

How do the performance records of the Funds compare?

The table below compares the performance history of the Acquiring Fund’s oldest share class to the performance history of the comparable class of each Target Fund as of September 30, 2010. Since inception performance is only provided for share classes with less than 10 years performance history. Other classes of shares that are not presented would have had substantially similar annual returns because the shares are invested in the same portfolio of securities and the annual returns will differ only to the extent that the classes do not have the same expenses. The returns below may not be indicative of a Fund’s future performance.


Average Annual Total Returns*
							Since
	1 Year			5 Years			Inception

Diversified Dividend Fund — Class A (Inception: 12/31/2001)
Return Before Taxes		4.61	%		1.68	%		3.87	%
Return After Taxes on Distributions		4.07	%		0.97	%		3.35	%
Return After Taxes on Distributions and Sale of Fund Shares		3.08	%		1.36	%		3.28	%
Dividend Growth Fund — Class A (Inception: 07/28/1997)^**
Return Before Taxes		0.60	%		(2.57	)%		0.01	%
Return After Taxes on Distributions		0.03	%		(4.96	)%		(2.15	)%
Return After Taxes on Distributions and Sale of Fund Shares		0.70	%		(1.89	)%		(0.04	)%
Core Equity Fund — Class A (Inception: 08/27/2007)^***
Return Before Taxes		0.60	%		—			(10.93	)%
Return After Taxes on Distributions		0.43	%		—			(11.18	)%
Return After Taxes on Distributions and Sale of Fund Shares		0.61	%		—			(9.21	)%
Financial Services Fund — Class A (Inception: 03/28/2002)
Return Before Taxes		(3.95	)%		(13.90	)%		(7.35	)%
Return After Taxes on Distributions		(4.34	)%		(15.39	)%		(8.46	)%
Return After Taxes on Distributions and Sale of Fund Shares		(2.06	)%		(10.43	)%		(5.34	)%



*		The above total return figures reflect the maximum front-end sales charge (load) of 5.50% applicable to Class A shares.



**		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 that 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 shown may be different from that of the predecessor fund because the Target Fund has different expenses and sales charges. The inception date shown is that of the predecessor fund.



***		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 that 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 shown may be different from that of the predecessor fund because the Target Fund has different expenses and sales charges. The inception date shown is that of the predecessor fund.

The prospectuses for the Funds contain additional performance information under the headings “Performance Information” and “Financial Highlights.” Additional performance information and a discussion of performance are also included in each Fund’s most recent annual report to shareholders. For information on how to obtain copies of these documents, see the cover page to this Joint Proxy Statement/ Prospectus.

How do the management, investment adviser and other service providers of the Funds compare?

agreement that contains substantially identical terms (except for fees) for each Fund. The Acquiring Fund’s contractual investment advisory fees are lower than those of the Core Equity Fund or the Financial Services Fund but are higher than those of the Dividend Growth Fund. Invesco Advisers is located at 1555 Peachtree Street, NE, Atlanta, Georgia 30309. Invesco Advisers has acted as an investment adviser since its organization in 1976. As of September 30, 2010, Invesco Advisers had $300.3 billion under management. Invesco Advisers is an indirect, wholly owned subsidiary of Invesco.


• Invesco Asset Management Deutschland GmbH;		• Invesco Hong Kong Limited;

• Invesco Asset Management Limited;		• Invesco Asset Management (Japan) Limited;

• Invesco Australia Limited;		• Invesco Senior Secured Management, Inc.; and

• Invesco Trimark Ltd.

Other key service providers to the Target Funds, including the administrator, transfer agent, custodian, distributor and auditor, provide the same or substantially the same services to the Acquiring Fund. The Acquiring Fund’s prospectus and SAI describe the services and other arrangements with these service providers.

Will the Acquiring Fund have different portfolio managers than the corresponding Target Fund?

No. The lead portfolio manager for each Fund is the same. In addition, each Fund, other than the Financial Services Fund, has the same additional portfolio manager. The Acquiring Fund’s prospectus that accompanies this Joint Proxy Statement/Prospectus provides biographical information about the key individuals that comprise the portfolio management team for the Acquiring Fund.

How do the Funds’ purchase and redemption procedures, distribution policies and exchange policies compare?

The sales charges, sales charge exemptions, distribution and servicing arrangements, purchase and redemption procedures and exchange policies for each class of the Target Funds are generally similar to those of the corresponding class of the Acquiring Fund. However, as a part of the Reorganizations, Class B shareholders of the Dividend Growth Fund will receive Class A shares of the Acquiring Fund. Class A shares have a different sales load structure and distribution and shareholder servicing arrangements. For more information see the section entitled “Comparison of Share Classes and Distribution Arrangements.”

Will there be any tax consequences resulting from the proposal?

Each Reorganization is designed to qualify as a tax-free reorganization for federal income tax purposes and the Target Funds anticipate receiving a legal opinion to that effect. Thus, while there can be no guarantee that the Internal Revenue Service (“IRS”) will adopt a similar position, it is expected that shareholders will have no adverse federal income tax consequences as a result of the Reorganizations. Shareholders should consult their tax adviser about state and local tax consequences of the Reorganization, if any, because the information about tax consequences in this Joint Proxy Statement/Prospectus relates to the federal income tax consequences of the Reorganizations only.

When are the Reorganizations expected to occur?

If shareholders of a Target Fund approve the Reorganization, it is anticipated that such Reorganization will occur in the second quarter of 2011.

How do I vote on the Reorganizations?

There are several ways you can vote your shares, including in person at the Meeting, by mail, by telephone or via the Internet. The proxy card that accompanies this Joint Proxy Statement/Prospectus provides detailed instructions on how you may vote your shares. If you properly fill in and sign your proxy card and send it to us in time to vote at the Meeting, your “proxy” (the individuals named on your proxy card) will vote your shares as you have directed. If you sign your proxy card but do not make specific choices, your proxy will vote your shares FOR the proposal, as recommended by the Board, and in their best judgment on other matters.

If your shares are held in a brokerage account, then in order to vote in person at the Meeting, you will need to obtain a “Legal Proxy” from your broker and present it to the inspector of election at the Meeting. Also, in order to revoke your proxy, you may need to forward your written revocation or a later-dated proxy card to your broker rather than to the appropriate Target Fund.

What will happen if shareholders of a Target Fund do not approve the Reorganization?

If the shareholders of a Target Fund do not approve the Reorganization, the Board will consider other possible courses of action for such Target Fund. The consummation of any particular Reorganization is not conditioned upon the consummation of any other Reorganization.

What if I do not wish to participate in the Reorganization?

If you do not wish to have your shares of your Target Fund exchanged for shares of the Acquiring Fund as part of a Reorganization that is approved by shareholders, you may redeem your shares prior to the consummation of the Reorganization. If you redeem your shares, you will incur any applicable deferred sales charge and if you hold shares in a taxable account, you will recognize a taxable gain or loss based on the difference between your tax basis in the shares and the amount you receive for them.

Why are you sending me the Joint Proxy Statement/Prospectus?

You are receiving this Joint Proxy Statement/Prospectus because you own shares in one or more Target Funds as of the Record Date and have the right to vote on the very important proposal described herein concerning your Target Fund. This Joint Proxy Statement/Prospectus contains information that shareholders of the Target Funds should know before voting on the proposed Reorganizations. This document is both a proxy statement of the Target Funds and also a prospectus for the Acquiring Fund.

Where can I find more information about the Funds and the Reorganizations?

Additional information about the Funds can be found in their respective prospectuses and SAIs. The remainder of this Joint Proxy Statement/Prospectus contains additional information about the Reorganizations. You are encouraged to read the entire document. If you need any assistance, or have any questions regarding the Reorganizations or how to vote, please call the Invesco Client Services at 1-800-959-4246.

ADDITIONAL INFORMATION ABOUT THE FUNDS

Comparison of Principal Investment Strategies

The following section compares the principal investment strategies of each Target Fund with the principal investment strategies of the Acquiring Fund and highlights any key differences. In addition to the principal investment strategies described below, each Fund is also subject to certain additional investment policies and

limitations, which are described in each Fund’s prospectus and SAI. The cover page of this Joint Proxy Statement/Prospectus describes how you can obtain copies of these documents. A comparison of the principal risks associated with the Funds’ investment strategies is described below under “Comparison of Principal Risks of Investing in the Funds.”

Principal Investment Strategies

Each Fund invests primarily in common stocks; however, the Acquiring Fund, the Dividend Growth Fund, and the Core Equity Fund focus on stocks of companies that pay dividends and have the potential to increase dividends while the Financial Services does not so focus on dividend paying stocks. In addition, the Dividend Growth Fund, the Core Equity Fund and the Financial Services Fund may use derivative instruments as a principal strategy, whereas the Acquiring Fund does not. Also, the Acquiring Fund, Dividend Growth Fund and the Core Equity Fund are diversified while the Financial Services Fund is non-diversified and concentrates its investments on companies in the financial sector.

The Acquiring Fund invests primarily in dividend-paying equity securities. The Core Equity Fund normally invests at least 80% of net assets (plus borrowings for investment purposes) in dividend-paying equity securities, and the Dividend Growth Fund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in common stocks of companies which pay dividends and have the potential for increasing dividends. The Financial Services Fund normally invests at least 80% of net assets (plus borrowings for investment purposes) in securities of issuers engaged primarily in financial services-related industries. The Financial Services Fund invests primarily in equity securities. The Financial Services Fund considers an issuer to be doing business in financial services-related industries if it meets at least one of the following tests: (1) at least 50% of its gross income or its net sales come from activities in financial services-related industries; (2) at least 50% of its assets are devoted to producing revenues in the financial services-related industries; or (3) based on other available information, the portfolio manager determines that its primary business is within financial services-related industries. The principal type of equity securities purchased by the Financial Services Fund is common stock. Unlike the other Funds, the Financial Services Fund is non-diversified, which means that it can invest a greater percentage of its assets in the loans or securities of any one borrower or issuer than a diversified fund can.

In selecting investments, the portfolio managers for the Acquiring Fund, Dividend Growth Fund, and Core Equity Fund seek to identify dividend-paying issuers with strong profitability, solid balance sheets and capital allocation policies that support sustained or increasing dividends and share repurchases. Portfolio managers for the Dividend Growth Fund and the Core Equity Fund emphasize companies that are trading at a discount relative to their normalized earnings power and have an achievable path to growth. The portfolio manager for the Financial Services Fund seeks to identify those companies within the financial services sector with attractive total return potential, and places an emphasis on companies with solid balance sheets and operating cash flow that supports sustained or increasing dividends and/or share repurchases. The portfolio manager for the Financial Services Fund emphasizes companies that the portfolio manager expects to profitably grow cash flows over time.

Each Fund’s portfolio manager(s) use fundamental research, financial statement analysis and several valuation techniques to estimate a target price for each security over a 2-3 year investment horizon. The portfolio managers for the Dividend Growth Fund and the Core Equity Fund also analyze this target price against their estimate of downside risk using sensitivity analysis. The portfolio managers for the Acquiring Fund, Dividend Growth Fund, and Core Equity Fund then construct a portfolio they believe provides the best total return profile, which is created by seeking a combination of price appreciation potential, dividend income and capital preservation. Similarly, the portfolio manager for the Financial Services Fund constructs a portfolio which she believes provides the best combination of price appreciation potential, dividend income and risk profile. Each Fund’s portfolio managers consider whether to sell a particular security when any of these factors materially change.

The Acquiring Fund and the Core Equity Fund may invest up to 25% of their total assets in foreign securities, and the Financial Services Fund may invest up to 25% of its net assets in securities of foreign issuers doing business in the financial services sector. The Dividend Growth Fund’s stock investments may include foreign securities held directly or in the form of depositary receipts that are listed in the United States on a national securities exchange.

As a principal investment strategy, the Dividend Growth Fund, the Core Equity Fund and the Financial Services Fund (but not the Acquiring Fund) may, but are not required to, use derivative instruments. The Dividend Growth Fund and the Core Equity Fund may purchase and sell derivative instruments, such as options, futures, swaps and other related instruments and techniques, for a variety of purposes, including hedging, risk management, portfolio management or to earn income. Derivative instruments will be counted toward the Dividend Growth Fund’s and the Financial Services Fund’s 80% investment policies to the extent they have economic characteristics similar to the securities included within that policy. In complying with its 80% investment policy, the Financial Services Fund also may invest in other investments that have economic characteristics similar to the Fund’s direct investments, including exchange-traded funds and American Depositary Receipts.

In addition, as a principal strategy, the Acquiring Fund may invest up to 20% of the Acquiring Fund’s total assets in master limited partnerships or in investment-grade debt securities of U.S. issuers, and the Dividend Growth Fund may invest up to 20% of its assets in convertible and fixed-income securities.

Repositioning Costs

The Reorganizations may result in the sale of some of the portfolio securities of the Target Funds following the Reorganizations as the Acquiring Fund’s portfolio managers align the combined portfolio with the Acquiring Fund’s investment strategy. The transaction costs incurred in connection with the sale of such portfolio securities following the Reorganizations for the Dividend Growth Fund and the Core Equity Fund are estimated not to be material. For the Financial Services Fund, such costs are estimated to have a 31 basis point impact on the Financial Services Fund’s asset base. The transaction costs will be borne by the Acquiring Fund’s shareholders, including former Target Fund shareholders.

Comparison of Principal Risks of Investing in the Funds


Principal Risk		Funds Subject to Risk
Management Risk. The investment techniques and risk analysis used by the Fund’s portfolio managers may produce the desired results.		Each Fund

Market Risk. The prices of and the income generated by the Fund’s securities may decline in response to, among other things, investor sentiment; general economic and market conditions; regional or global instability; and currency and interest rate fluctuations.		Each Fund


Principal Risk		Funds Subject to Risk
Foreign Securities Risk. The Fund’s foreign investments will be affected by changes in the foreign country’s exchange rates; political and social instability; changes in economic or taxation policies; difficulties when enforcing obligations; decreased liquidity; and increased volatility. Foreign companies may be subject to less regulation resulting in less publicly available information about the companies.		Each Fund

Derivatives. A derivative instrument often has risks similar to its underlying instrument and may have additional risks, including imperfect correlation between the value of the derivative and the underlying instrument, risks of default by the other party to certain transactions, magnification of losses incurred due to changes in the market value of the securities, instruments, indices or interest rates to which they relate, and risks that the transactions may not be liquid. Certain derivative transactions may give rise to a form of leverage. Leverage magnifies the potential for gain and the risk of loss.		Dividend Growth Fund Core Equity Fund Financial Services Fund

Futures Risk. A decision as to whether, when and how to use futures involves the exercise of skill and judgment and even a well conceived futures transaction may be unsuccessful because of market behavior or unexpected events.		Dividend Growth Fund Core Equity Fund

Options Risk. A decision as to whether, when and how to use options involves the exercise of skill and judgment and even a well conceived option transaction may be unsuccessful because of market behavior or unexpected events. The prices of options can be highly volatile and the use of options can lower total returns.		Dividend Growth Fund Core Equity Fund

Convertible Securities Risk. The Fund may own convertible securities, the value of which may be affected by market interest rates, the risk that the issuer will default, the value of the underlying stock or the right of the issuer to buy back the convertible securities.		Diversified Dividend Fund Dividend Growth Fund

Credit Risk. The issuer of instruments in which the Fund invests may be unable to meet interest and/or principal payments, thereby causing its instruments to decrease in value and lowering the issuer’s credit rating.		Diversified Dividend Fund Core Equity Fund Dividend Growth 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 their individual characteristics, including duration.		Diversified Dividend Fund Core Equity Fund Dividend Growth Fund

Financial Services Sector Risk. The financial services sector is subject to extensive government regulation, which may change frequently. In addition, the profitability of businesses in the financial services sector depends on the availability and cost of money and may fluctuate significantly in response to changes in government regulation, interest rates and general economic conditions. Businesses in the financial sector often operate with substantial financial leverage.		Financial Services Fund

Limited Number of Holdings Risk. The Fund may invest a large percentage of its assets in a limited number of securities or other instruments, which could negatively affect the value of the Fund.		Financial Services Fund


Principal Risk		Funds Subject to Risk
Non-Diversification Risk. The Fund is non-diversified and can invest a greater portion of its assets in a single issuer. A change in the value of the issuer could affect the value of the Fund more than if it was a diversified fund.		Financial Services Fund

Sector Fund Risk. The Fund’s investments are concentrated in a comparatively narrow segment of the economy, which may make the Fund more volatile.		Financial Services Fund

Comparison of Fundamental and Non-Fundamental Investment Restrictions

Each Fund has adopted fundamental investment restrictions concerning, among other things, diversification of the Fund’s investment portfolio, concentration in particular industries, borrowing and loaning money, and investing in real estate and commodities. With regard to fundamental restrictions concerning borrowing and loaning money and investing in real estate and commodities, the fundamental and non-fundamental investment restrictions of each Target Fund and the Acquiring Fund are the same.

With regard to fundamental and non-fundamental investment restrictions regarding diversification of the Fund’s investment portfolio and concentration in particular industries, the Acquiring Fund and each Target Fund except for the Financial Services Fund have the same restriction. The Financial Services Fund concentrates its investments in the securities of issuers engaged primarily in financial services-related industries and is a non-diversified fund. The Acquiring Fund does not have a similar concentration policy and is a diversified fund.

In addition, each Target Fund has a non-fundamental investment policy whereby it invests, under normal circumstances, at least 80% of its assets in specific types of securities as discussed above in the comparison of principal investment strategies.

Fundamental investment restrictions of a Fund cannot be changed without shareholder approval. Non-fundamental investment restrictions of a Fund can be changed by a Fund’s Board. Both the Target Funds and the Acquiring Fund may be subject to other investment restrictions that are not identified above. A full description of each Fund’s investment policies and restrictions may be found in its respective SAI.

Comparison of Share Classes and Distribution Arrangements

Holders of each class of shares of each Target Fund will receive the equivalent class of shares of the Acquiring Fund, except that holders of Class B shares of the Dividend Growth Fund will receive Class A shares of the Acquiring Fund. The following sub-sections describe the class structure, sales charges, and distribution fees for the various share classes of the Funds.

The share classes offered by the Target Funds and the corresponding share classes of the Acquiring Fund that Target Fund shareholders will receive in connection with a Reorganization are as follows:


			Corresponding
			Share Class of
Dividend Growth		Financial Services	Diversified
Fund	Core Equity Fund	Fund	Dividend Fund
Class A Class B	Class A	Class A	Class A
—	Class B	Class B	Class B
Class C	Class C	Class C	Class C
—	Class R	—	Class R
Class Y	Class Y	Class Y	Class Y
—	—	Investor Class	Investor Class


^†		In connection with the Reorganization, holders of the Dividend Growth Fund’s Class B shares will be issued Class A shares of the Acquiring Fund.

None of the Funds currently offer Class B shares to new investors. Existing investors that owned Class B shares before their closure will continue to receive reinvested dividends in the form of new Class B shares but may no longer add to their existing positions in Class B shares. Shareholders who receive Class B shares in connection with a Reorganization may continue to hold those shares and reinvest dividends until the scheduled conversion date of the Class B shares to Class A shares but may not purchase new Class B shares.

Sales Charges. The sales charge schedules (if any) of each share class of the Target Funds are the same as the sales charge schedule (if any) of the corresponding share classes of the Acquiring Fund. Class A shares of each Fund are sold with an initial sales charge that ranges from 5.50% to zero, depending on the amount of your investment. Class B and Class C shares of each Fund are sold with contingent deferred sales charge that may be imposed when the shares are redeemed. Class A shares may also be subject to a contingent deferred sales charge on purchases of $1 million or more if redeemed prior to 18 months after the date of purchase. Each Fund offers reductions and waivers of the initial sales charge and contingent deferred sales charge to certain eligible investors or under certain circumstances, which are similar among the Funds. Class R, Class Y and Investor Class shares are sold without any initial sales charges or contingent deferred sales charge. Each share class, except Class Y, imposes an asset based sales charge and/or service fee under one or more plans adopted by the Board, which are described in the following section. The prospectuses and SAIs of the Funds describe the sales charge schedules and applicable waivers and exemptions of each such share class.

You will not pay an initial sales charge on Acquiring Fund Class A shares that you receive in connection with the Reorganization. In addition, the exchange of Class A shares, Class B shares or Class C shares of the Target Fund for corresponding classes of the Acquiring Fund at the consummation of the Reorganization will not result in the imposition of any contingent deferred sales charge that applies to those share classes. Upon consummation of the Reorganization, former Target Fund shareholders of Class A shares, Class B shares or Class C shares will be credited for the period of time from their original date of purchase of the Target Fund Class A shares, Class B shares or Class C shares for purposes of determining the amount of any contingent deferred sales charge that may be due upon subsequent redemption, if any. In addition, the contingent deferred sales charge schedule that applies to the Class B shares of the Target Fund that you own will continue to apply to the Class B shares of the Acquiring Fund that you receive in the Reorganization. The Acquiring Fund initial sales charges for Class A shares and contingent deferred sales charges that apply to Class A shares and Class C shares will apply to any Class A shares or Class C shares of the Acquiring Fund purchased after the Reorganization, unless you are eligible for a reduction or waiver of the initial sales charge or contingent deferred sales charge.

Distribution Fees. Each Fund has adopted a distribution plan and a service plan (together, the “Distribution Plans”) pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), with respect to each of their Class A, Class B, Class C shares, Class R and Investor Class shares. Class Y shares of the Funds are not subject to the Distribution Plans.

Pursuant to the Distribution Plans for each share class of the Dividend Growth Fund and the Core Equity Fund, and the Investor Class of the Acquiring Fund, such Funds are authorized to make payments to Invesco Distributors, Inc., the Funds’ principal underwriter (“IDI”), with respect to each such share class, in connection with the distribution of their shares and providing shareholder services up to the annual rates set forth in the table

below (as a percentage of average daily net assets attributable to such class). Notwithstanding such annual rates, however, IDI may be reimbursed from a Fund only up to the amount it spent on activities or expenses primarily intended to result in the sale of shares or the servicing of shareholders. This type of Distribution Plan is sometimes referred to as a “reimbursement-type” plan because the underwriter is only entitled to be reimbursed for its plan-related expenses.

The Distribution Plans for each share class of the Financial Services Fund and the Acquiring Fund (except the Investor Class, as described above) are similar to the Distribution Plans for the other Funds and classes except that IDI is entitled to be paid by the Invesco Funds the maximum amount set forth in the table below regardless of the amount IDI has spent on activities or expenses intended to result in the sale of shares or the servicing of shareholders. This type of Distribution Plan is sometimes referred to as a “compensation-type” plan because the underwriter is compensated at a fixed rate, regardless of its actual distribution and service-related expenditures. Thus, it is possible that under the Distribution Plans for the Financial Services Fund and the Acquiring Fund (except the Investor Class), IDI could, in practice, receive payments in excess of the amounts it would have received under a “reimbursement” type Distribution Plan used by the other Funds.


													Investor
Fund	Class A			Class B			Class C			Class R			Class
Dividend Growth Fund (Target Fund)		0.25	%		1.00	%		1.00	%		N/A			N/A
Core Equity Fund (Target Fund)		0.25	%		1.00	%		1.00	%		0.50	%		N/A
Financial Services Fund (Target Fund)		0.25	%		1.00	%		1.00	%		N/A			0.25	%
Diversified Dividend Fund (Acquiring Fund )		0.25	%		1.00	%		1.00	%		0.50	%		0.25	%

The fee table under the “SUMMARY OF KEY INFORMATION — How do the Funds’ expenses compare” section of this Joint Proxy Statement/Prospectus describes the fees paid under each Funds’ Distribution Plan for a recent period as well as an estimate of the fees to be paid under the Acquiring Fund’s Distribution Plans following the Reorganizations.

Comparison of Purchase and Redemption Procedures

The purchase procedures employed by the Target Funds and the Acquiring Fund are substantially the same. Each Fund offers shares through its distributor on a continuous basis. Shares of the Funds may be purchased directly through the transfer agent and through other authorized financial intermediaries. Investors may purchase both initial and additional shares by mail, wire, telephone or the internet. The Acquiring Fund prospectus enclosed with this Joint Proxy Statement/Prospectus describes in detail how shareholders can purchase Acquiring Fund shares. Class A, Class B (closed to new investments, except dividend reinvestments), Class C, Class Y and Investor Class shares of the Funds require a minimum investment of $1,000 ($250 for IRA, Roth IRA, and Coverdell Education Savings Accounts). For accounts participating in a systematic investment program, the minimum investment is $50 ($25 for IRA, Roth IRA, and Coverdell Education Savings Accounts). Certain exemptions apply as set forth in the Funds’ prospectuses. There are no minimum investments for Class R shares. The foregoing investment minimums will not apply to shares received in connection with a Reorganization. However, investors may be charged a small-account fee if account balances remain below the required investment minimum for certain periods. See the Funds’ prospectuses for details.

Comparison of Distribution Policies

The Core Equity Fund and the Financial Services Fund generally declare and pay dividends from net investment income, if any, annually. The Dividend Growth Fund and the Acquiring Fund each generally declare and pay dividends from net investment income, if any, quarterly. Each Fund declares and pays capital gains distributions, if any, annually and may also declare and pay capital gains distributions more than once per year as permitted by law. Each Fund automatically reinvests any dividends from net investment income or capital gains distribution sunless otherwise instructed by a shareholder to pay dividends and distributions in cash.

Form of Organization and Securities to be Issued

Each Target Fund and the Acquiring Fund are a series of the Target Trusts or the Acquiring Trust (together, the “Trusts”), each of which is a Delaware statutory trust. In addition, the Trusts’ governing instruments, including a declaration of trust and bylaws, are substantially the same. As a result, there are no material differences between the rights of shareholders under the governing state laws of the Target Funds and the Acquiring Fund. Each share of the Acquiring Fund represents an equal proportionate interest with each other share of the Fund, and each such share is entitled to equal dividend, liquidation, redemption and voting rights, except where class voting is required by the Trust’s governing instruments, the Board or applicable law, in which case shareholders of a class will have exclusive voting rights on matters affecting only that class. The assets and liabilities of each Fund are legally separate from the assets and liabilities of any other fund that is a series of the respective Trust. More information about the voting, dividend and other rights associated with shares of the Funds can be found in each Fund’s SAI.

Pending Litigation

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain Invesco Funds, INVESCO Funds Group, Inc. (“IFG”) (the former investment adviser to certain funds), a predecessor to Invesco Advisers, IDI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; and (ii) that certain funds inadequately employed fair value pricing. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the Acquiring Fund’s SAI.

Where to Find More Information

THE PROPOSED REORGANIZATIONS

Summary of Agreement and Plan of Reorganization

The terms and conditions under which each Reorganization may be consummated are set forth in the Agreement. Significant provisions of the Agreement are summarized below; however, this summary is qualified in its entirety by reference to the form of the Agreement, a copy of which is attached as Exhibit D to this Joint Proxy Statement/Prospectus.

With respect to each Reorganization, if shareholders of a Target Fund approve the Agreement and other closing conditions are satisfied, the assets of the Target Fund will be delivered to the Acquiring Fund’s custodian for the account of the Acquiring Fund in exchange for the assumption by the Acquiring Fund of the liabilities of the Target Fund and delivery by the Acquiring Fund to the holders of record as of the Effective Time (as defined below) of the issued and outstanding shares of the Target Fund of a number of shares of the Acquiring Fund (including, if applicable, fractional shares rounded to the nearest thousandth), having an aggregate net asset value equal to the value of the net assets of the Target Fund so transferred, all determined and adjusted as provided in the Agreement. The value of your account with the Acquiring Fund immediately after a Reorganization will be the same as the value of your account with the Target Fund immediately prior to the Reorganization.

The class or classes of Acquiring Fund shares that shareholders will receive in connection with a Reorganization will depend on the class or classes of Target Fund shares that shareholders hold, as described above under “Comparison of Share Classes and Distribution Arrangements.”

Each Target Fund and the Acquiring Fund will be required to make various representations and warranties in the form of Agreement that are customary in matters such as the Reorganizations.

If shareholders approve the Reorganizations and if all of the closing conditions set forth in the Agreement are satisfied or waived, consummation of the Reorganizations (the “Closing”) is expected to occur in the second quarter of 2011 (the “Closing Date”), immediately prior to the opening of regular trading on the New York Stock Exchange on the Closing Date (the “Effective Time”). The consummation of any particular Reorganization is not conditioned upon the consummation of any other Reorganization. As a result, the Reorganizations may close at different times. In addition, the parties may choose to delay the consummation of a Reorganization that shareholders have approved so that all or substantially all of the Reorganizations are consummated at the same time. Following receipt of the requisite shareholder vote in favor of a Reorganization and as soon as reasonably practicable after the Closing, the outstanding shares of the Target Fund will be terminated in accordance with its governing documents and applicable law.

If shareholders of a Target Fund do not approve the Agreement or if the Reorganization does not otherwise close, the Board of the Target Trust will consider what additional action to take. The Agreement may be terminated and a Reorganization may be abandoned at any time by mutual agreement of the parties. The Agreement may be amended or modified in a writing signed by the parties to the Agreement.

Board Considerations in Approving the Reorganizations

As discussed above, on June 1, 2010, Invesco acquired the retail mutual fund business of Morgan Stanley, which included 92 Morgan Stanley and Van Kampen branded funds. This transaction filled gaps in Invesco’s product line-up and has enabled Invesco to expand its investment offerings to retail customers. The transaction also resulted in significant product overlap. The Reorganizations proposed in this Joint Proxy Statement/Prospectus are part of a larger group of reorganizations across Invesco’s mutual fund platform. The reorganizations are designed to put forth Invesco’s most compelling investment processes and strategies, reduce product overlap and create scale in the resulting funds.

Because of the large number of proposed reorganizations, each Board of Trustees of the Invesco Funds created an ad hoc committee comprised of both Invesco Fund trustees and Van Kampen legacy trustees (the “Ad Hoc Merger Committee”). The Ad Hoc Merger Committee of the Board met separately three times, from September 2, 2010 through October 13, 2010 to discuss the proposed Reorganizations. Two separate meetings of the full Board were also held to review and consider the Reorganizations, including presentations by the Ad Hoc Merger Committee. The trustees who are not “interested persons,” as that term is defined in the 1940 Act, of the Trust (the “Independent Trustees”) held a separate meeting prior to the meeting of the full Board to consider these matters. The Independent Trustees have been advised on this matter by independent counsel to the Independent Trustees and by the independent Senior Officer, an officer of the Trust who reports directly to the Independent Trustees. The Board requested and received from Invesco Advisers and IDI written materials containing relevant information about the Funds and the proposed Reorganizations, including fee and expense information on an actual and pro forma estimated basis, and comparative portfolio composition and performance data.

The Board considered the potential benefits and costs of the Reorganization to each Target Fund, the Acquiring Fund and their respective shareholders. The Board reviewed detailed information comparing the following information for each Target Fund and its corresponding Acquiring Fund: (1) investment objectives, policies and restrictions; (2) portfolio management; (3) portfolio composition; (4) the comparative short-term and long-term investment performance; (5) the current expense ratios and expense structures, including contractual investment advisory fees; (6) the expected federal income tax consequences to the Funds, including any impact on capital loss carry forwards; and (7) relative asset size and net purchase (redemption) trends. The Board also considered the benefits to each Target Fund of (i) combining with a similar Fund to create a larger fund with a more diversified shareholder base, (ii) Invesco Advisers’ paying the Dividend Growth Fund’s and the Core Equity Fund’s Reorganization costs, (iii) Invesco Advisers’ agreement to cap expenses of the Acquiring Fund for one or two years after the Closing, and (iv) the expected tax free nature of the Reorganizations for the Target Fund and its shareholders for federal income tax purposes. The Board also considered the overall goal of the

reorganizations to rationalize the Invesco funds to enable IDI to better focus on the combined Funds to promote additional asset growth. With respect to each individual Reorganization, the Board considered the following additional matters.

With respect to the proposed Reorganization of the Dividend Growth Fund into the Acquiring Fund, the Board further considered that (i) the investment objective, strategies and related risks of the Target Fund and the Acquiring Fund, as well as the portfolio composition strategies and stock selection techniques, are similar, (ii) the Funds have the same portfolio management team; and (iii) despite a higher contractual investment advisory fee for the Acquiring Fund than for the Dividend Growth Fund, Invesco Advisers’ agreement to cap the Acquiring Fund’s total expenses, disclosed above on a pro forma basis, until June 30, 2013, if all of the Reorganizations close.

With respect to the proposed Reorganization of the Core Equity Fund into the Acquiring Fund, the Board further considered that (i) the investment objective, strategies and related risks of the Target Fund and the Acquiring Fund, as well as the portfolio composition strategies and stock selection techniques, are similar, (ii) the Funds have the same portfolio management team; (iii) Target Fund shareholders would become shareholders of a Fund with a lower effective management fee; (iv) Target Fund shareholders would become shareholders of a Fund with an estimated lower overall total expense ratio on a pro forma basis; and (v) Invesco Adviser’s agreement to cap the Acquiring Fund’s total expenses, as disclosed above on a pro forma basis, through (a) June 30, 2012, if only the Reorganization with the Core Equity Fund closes, or (b) June 30, 2013, if all of the Reorganizations close.

With respect to the proposed Reorganization of the Financial Services Fund into the Acquiring Fund, the Board further considered that (i) while the investment objectives, strategies and risks of the Target Fund differ from those of the Acquiring Fund because principally of the concentration of the Target Fund’s investments in the financial services sector, Target Fund shareholders would become shareholders of a Fund whose investments are more diversified and are not concentrated in one particular sector, which could result in over volatility of returns; (ii) the Funds have substantially the same portfolio management team; (iii) Target Fund shareholders would become shareholders of a Fund with a lower effective management fee and an estimated lower overall total expense ratio on a pro forma basis; and (iv) Invesco Advisers’ agreement to cap the Acquiring Fund’s total expenses, disclosed above on a pro forma basis, until June 30, 2013, if all of the Reorganizations close.

Based upon the information and considerations described above, the Board, on behalf of the Target Funds, and the Board of Trustees of the Acquiring Fund approved each of the Reorganizations in order to combine each Target Fund with a similar Fund in terms of investment objectives, strategies and risks, portfolio management and portfolio composition to create a larger fund with a relatively more diversified shareholder base. The Boards also determined that shareholders of the Funds could potentially benefit from the growth in assets realized by the Reorganizations. The Boards concluded that the Reorganization is in the best interests of each Target Fund and the Acquiring Fund and that no dilution of value would result to the shareholders of the Target Funds or the Acquiring Fund from the Reorganizations. Consequently, the Boards approved the Agreement and each of the Reorganizations on October 27, 2010.

Federal Income Tax Considerations

The following is a general summary of the material U.S. federal income tax considerations of the Reorganizations and is based upon the current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the existing U.S. Treasury Regulations thereunder, current administrative rulings of the IRS and published judicial decisions, all of which are subject to change. These considerations are general in nature and individual shareholders should consult their own tax advisors as to the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances. These same considerations generally do not apply to shareholders who hold their shares in a tax-deferred account.

Each Reorganization is intended to be a tax-free reorganization pursuant to Section 368(a) of the Code. The principal federal income tax considerations that are expected to result from the Reorganization of each Target Fund into the Acquiring Fund are as follows:

•

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).

Neither the Target Funds nor the Acquiring Fund have requested or will request an advance ruling from the IRS as to the federal tax consequences of the Reorganizations. As a condition to Closing, Stradley Ronon Stevens & Young, LLP will render a favorable opinion to each Target Fund and the Acquiring Fund as to the foregoing federal income tax consequences of each Reorganization, which opinion will be conditioned upon, among other things, the accuracy, as of the Effective Time, of certain representations of each Target Fund and the Acquiring Fund upon which Stradley Ronon Stevens & Young, LLP will rely in rendering its opinion. A copy of the opinion will be filed with the SEC and will be available for public inspection. See “WHERE TO FIND ADDITIONAL INFORMATION.”

Opinions of counsel are not binding upon the IRS or the courts. If a Reorganization is consummated but the IRS or the courts determine that the Reorganization does not qualify as a tax-free reorganization under the Code, and thus is taxable, such Target Fund would recognize gain or loss on the transfer of its assets to the Acquiring Fund and each shareholder of the Target Fund would recognize a taxable gain or loss equal to the difference between its tax basis in its Target Fund shares and the fair market value of the shares of the Acquiring Fund it receives. The failure of one Reorganization to qualify as a tax-free reorganization would not adversely effect any other Reorganization.

Prior to the Closing of each Reorganization, each Target Fund will distribute, and the Acquiring Fund may distribute, to their respective shareholders any undistributed income and gains (net of available capital loss carryovers) to the extent required to avoid entity level tax or as otherwise deemed desirable. Such distributions, if made, are anticipated to be made in the 2011 calendar year and would be taxable to shareholders in such year.

The tax attributes, including capital loss carryovers, of the Target Funds move to the Acquiring Fund in the Reorganizations. The capital loss carryovers of the Target Funds and the Acquiring Fund are available to offset future gains recognized by the combined Fund, subject to limitations under the Code. Where these limitations apply, all or a portion of a Fund’s capital loss carryovers may become unavailable the effect of which may be to accelerate the recognition of taxable gain to the combined Fund and its shareholders post-Closing. First, the capital loss carryovers of the Target Funds, increased by any current year loss or decreased by any current year gain, together with any net unrealized depreciation in the value of its portfolio investments (collectively, its “aggregate capital loss carryovers”), are expected to become subject to an annual limitation. Losses in excess of that limitation may be carried forward to succeeding tax years, subject to an overall eight-year carryover period. The annual limitation will generally equal the net asset value of a Target Fund on the Closing Date multiplied by the “long-term tax-exempt rate” published by the IRS. In the case of a Fund with net unrealized built-in gains at the time of Closing of the Reorganization (i.e., unrealized appreciation in value of the Fund’s investments), the annual limitation for a taxable year will be increased by the amount of such built-in gains that are recognized in the taxable year. Second, if a Fund has built-in gains at the time of Closing that are realized by the combined Fund in the five-year period following the Reorganization, such built-in gains, when realized, may not be offset by the losses (including any capital loss carryovers and “built in losses”) of another Fund. Third, the capital losses of a Target Fund that may be used by the Acquiring Fund (including to offset any “built-in gains” of the Target Fund itself) for the first taxable year ending after the Closing Date will be limited to an amount equal to the capital gain net income of the Acquiring Fund for such taxable year (excluding capital loss carryovers) treated as realized post-Closing based on the number of days remaining in such year. Fourth, the Reorganization may result in an earlier expiration of a Fund’s capital loss carryovers because the Reorganization causes a Target Fund’s tax year to close early in the year of the Reorganization. The aggregate capital loss carryovers of the Funds and the approximate annual limitation on the use by the Acquiring Fund, post-Closing, of a Target Fund’s aggregate capital loss carryovers following the Reorganization are as follows:


	Dividend			Financial			Core Equity
	Growth Fund			Services Fund			Fund			Acquiring Fund
	(000,000s)			(000,000s)			(000,000s)			(000,000s)
	at 8/31/2010			at 4/30/2010			at 8/31/2010			at 4/30/2010
Aggregate capital loss carryovers on a tax basis (1)	$	(0.0	)	$	(184.7	)	$	(3.3	)	$	(81.0	)
Unrealized Net Appreciation (Depreciation) in Investments on a Tax Basis	$	66.3		$	(42.7	)	$	0.1		$	171.8
Aggregate Net Asset Value	$	1,161.8		$	218.5		$	34.6		$	1,559.9
Approximate annual limitation (2)	$	46.2		$	8.7		$	1.4			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%.

Based upon the Dividend Growth Fund’s and Core Equity Fund’s capital loss positions at August 31, 2010, the annual limitations on the use of each Fund’s aggregate capital loss carryovers may not prevent the combined Fund from utilizing such losses, albeit over a period of time. The annual limitation on the use of the Financial Services Fund’s aggregate capital loss carryovers will likely limit the use of such losses by the Acquiring Fund, post-Closing, to offset capital gains, if any, it realizes. The effect of these annual limitations may be to cause the combined Fund, post-Closing, to distribute more capital gains in a taxable year than might otherwise have been the case if no limitation had applied. The aggregate capital loss carryovers of the Acquiring Fund should continue to be available if its net assets at the time of Closing represent more than 50% of the combined Fund. The ability of the Acquiring Fund to absorb its own capital loss carryovers and those of each Target Fund post-Closing depends upon a variety of factors that can not be known in advance. For more information with respect to each Fund’s capital loss carryovers, please refer to the Fund’s shareholder report.

In addition, if the Acquiring Fund following the Reorganization has proportionately greater unrealized appreciation in its portfolio investments as a percentage of its net asset value than a Target Fund, shareholders of the Target Fund, post-Closing, may receive greater amounts of taxable gain as such portfolio investments are sold than they otherwise might have if the Reorganization had not occurred. The unrealized appreciation (depreciation) in value of investments of each Target Fund on a tax basis as a percentage of its net asset value is 6% for the Dividend Growth Fund at August 31, 2010, (20%) for the Financial Services Fund at April 30, 2010, and 0% for the Core Equity Fund at August 31, 2010, compared to the Acquiring Fund at April 30, 2010 of 11%, and on a combined basis of 7%.

After the Reorganization, shareholders will continue to be responsible for tracking the adjusted tax basis and holding period of their shares for federal income tax purposes.

Costs of the Reorganizations

The total costs of the Reorganizations to be paid by the Acquiring Fund is estimated to be $30,000. The estimated total costs of the Reorganizations for each Fund, as well as the estimated proxy solicitation costs for the Target Funds, which are part of the total Reorganization costs, are is set forth in the table below.


					Estimated Portion of Total
	Estimated Proxy Solicitation		Estimated Total		Reorganization Costs to be
	Costs		Reorganization Costs		Paid by the Funds
Dividend Growth Fund	$	832,000	$	870,000	$	0
Core Equity Fund	$	23,000	$	70,000	$	0
Financial Services Fund	$	193,000	$	240,000	$	240,000

Invesco Advisers will bear any Reorganization costs not borne by a Fund. The costs of a Reorganization include legal counsel fees, accountant fees, expenses related to the printing and mailing of this Joint Proxy Statement/Prospectus and fees associated with proxy solicitation but do not include any portfolio transaction costs arising from a Reorganization.

VOTING INFORMATION

Joint Proxy Statement/Prospectus

We are sending you this Joint Proxy Statement/Prospectus and the enclosed proxy card because the Board is soliciting your proxy to vote at the Meeting and at any adjournments of the Meeting. This Joint Proxy Statement/Prospectus gives you information about the business to be conducted at the Meeting. Target Fund shareholders may vote by appearing in person at the Meeting and following the instructions below. You do not need to attend the Meeting to vote, however. Instead, you may simply complete, sign and return the enclosed proxy card or vote by telephone or through a website established for that purpose.

This Joint Proxy Statement/Prospectus, the enclosed Notice of Joint Special Meeting of Shareholders and the enclosed proxy card are expected to be mailed on or about January 19, 2011 to all shareholders entitled to vote. Shareholders of record of the Target Funds as of the close of business on January 14, 2011 (the “Record Date”) are entitled to vote at the Meeting. The number of outstanding shares of each class of the Funds on December 15, 2010 can be found in Exhibit A. Each shareholder is entitled to one vote for each full share held, and a proportionate fractional vote for each fractional share held.

Proxies will have the authority to vote and act on behalf of shareholders at any adjournment of the Meeting. If a proxy is authorized to vote for a shareholder, the shareholder may revoke the authorization at any time before it is exercised by sending in another proxy card with a later date or by notifying the Secretary of the Target Funds in writing at the address of the Target Funds set forth on the cover page of the Joint Proxy Statement/Prospectus before the Meeting that the shareholder has revoked its proxy. In addition, although merely attending the Meeting will not revoke your proxy, if a shareholder is present at the Meeting, the shareholder may withdraw the proxy and vote in person. However, if your shares are held through a broker-dealer or other financial intermediary, you will need to obtain a “legal proxy” from them in order to vote your shares at the Meeting.

Quorum Requirement and Adjournment

A quorum of shareholders is necessary to hold a valid shareholder meeting of each Target Fund. For each Target Fund, a quorum will exist if shareholders representing one-third of the outstanding shares of the Target Fund entitled to vote are present at the Meeting in person or by proxy.

Proxies received prior to the Meeting on which no vote is indicated will be voted “FOR” the Agreement. Because the proposal described in this Joint Proxy Statement/Prospectus is considered “non-routine,” under the rules applicable to broker-dealers, if your broker holds your shares in its name, the broker will not be entitled to vote your shares if it has not received instructions from you.

Abstentions will count as shares present at the Meeting for purposes of establishing a quorum. If a quorum is not present at the Meeting or if a quorum is present but sufficient votes to approve the Agreement are not received, the person(s) presiding over the Meeting or the persons named as proxies may propose one or more adjournments of the Meeting to allow for further solicitation of votes. The persons named as proxies will vote those proxies that they are entitled to vote in favor of such an adjournment, provided that they determine that such an adjournment and additional solicitation is reasonable and in the interest of shareholders based on a consideration of all relevant factors, including, among other things, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation.

Vote Necessary to Approve the Agreement

The Board has unanimously approved each Reorganization, subject to shareholder approval. Provided that a quorum is present at the Meeting, shareholder approval of the Agreement for the Dividend Growth Fund and the Financial Services Fund requires the affirmative vote of the lesser of (i) 67% or more of the shares present at the Meeting, if holders of more than 50% of the outstanding shares of such Target Fund are present in person or represented by proxy; or (ii) more than 50% of the outstanding shares of such Target Fund. For the Core Equity Fund, provided a quorum is present at the Meeting, shareholder approval of the Agreement requires the affirmative vote of a majority of the shares cast by shareholders of such Target Fund.

Abstentions are counted as present for purposes of determining quorum but are not considered votes cast at the Meeting. As a result, for the Dividend Growth Fund and the Financial Services Fund, abstentions will have the same effect as a vote against the Agreement because approval of the Agreement requires the affirmative vote of a percentage of either the shares present at the Meeting or of the outstanding shares of such Target Fund. For the Core Equity Fund, abstentions will not impact the outcome of the shareholder vote.

Proxy Solicitation

The Target Funds have engaged the services of Computershare Fund Services, Inc. (“Solicitor”) to assist in the solicitation of proxies for the Meeting. Solicitor’s costs are described under the “Costs of the Reorganizations” section of this Joint Proxy Statement/Prospectus. Proxies are expected to be solicited principally by mail, but the Target Funds or Solicitor may also solicit proxies by telephone, facsimile or personal interview. The Target Funds’ officers may also solicit proxies, but will not receive any additional or special compensation for any such solicitation.

Other Meeting Matters

Management is not aware of any matters to be presented at the Meeting other than as is discussed in this Joint Proxy Statement/Prospectus. Under the Target Funds’ bylaws, business transacted at a special meeting such as the Meeting shall be limited to (i) the purpose stated in the Notice and (ii) adjournment of the special meeting with regard to the stated purpose. If any other matters properly come before the Meeting, the shares represented by proxies will be voted with respect thereto in accordance with their best judgment.

Share Ownership by Large Shareholders, Management and Trustees

A list of the name, address and percent ownership of each person who, as of December 15, 2010, to the knowledge of each Target Fund and the Acquiring Fund, owned 5% or more of the outstanding shares of a class of such Target Fund or the Acquiring Fund, respectively, can be found at Exhibits B and C.

Information regarding the ownership of shares of the Target Funds and the Acquiring Fund by the Trustees and executive officers of the Trusts can be found at Exhibits B and C.

OTHER MATTERS

Capitalization

The following tables set forth as of September 30, 2010, for the Reorganizations, the total net assets, number of shares outstanding and net asset value per share of each class of each Fund. This information is generally referred to as the “capitalization” of a Fund. The term “pro forma capitalization” means the expected capitalization of the Acquiring Fund after it has combined with the Target Funds. The pro forma capitalization column in the table assumes that all of the Reorganizations have taken place. The capitalizations of the Target Funds, the Acquiring Fund, and their classes are likely to be different on the Closing Date as a result of daily share purchase, redemption, and market activity.


									*Pro Forma*
			*Actual (as of September 30, 2010)*						Assuming all Reorganizations are
	Dividend Growth		Core Equity		Financial		Diversified		Completed
	Fund		Fund		Services Fund		Dividend		*Pro Forma*
	(Target Fund)		(Target Fund)		(Target Fund)		Fund^*		Adjustments			Acquiring Fund
Net Assets (all classes)	$	1,238,232,752	$	37,236,092	$	186,733,159	$	1,753,520,248	$	(240,000	)	$	3,215,482,251
Class A Net Assets	$	37,428,152	$	9,414,590	$	39,471,467	$	340,414,530	$	1,163,947,008	^(1),(3)	$	1,590,675,747
Class A Shares Outstanding		2,742,549		1,312,723		5,217,272		30,054,958		101,084,322	^(2),(3)		140,411,824
Class A NAV Per Share	$	13.65	$	7.17	$	7.57	$	11.33				$	11.33
Class B Net Assets	$	1,163,997,740	$	676,820	$	5,570,942	$	31,009,310	$	(1,164,004,900	)^(1),(3)	$	37,249,912
Class B Shares Outstanding		84,658,273		95,224		740,049		2,764,345		(84,937,178	)^(2),(3)		3,320,713
Class B NAV Per Share	$	13.75	$	7.11	$	7.53	$	11.22				$	11.22
Class C Net Assets	$	20,658,593	$	975,387	$	12,474,912	$	48,973,815	$	(16,033	)⁽¹⁾	$	83,066,674
Class C Shares Outstanding		1,517,511		137,281		1,723,928		4,370,565		(337,275	)⁽²⁾		7,412,010
Class C NAV Per Share	$	13.61	$	7.11	$	7.24	$	11.21				$	11.21
Class R Net Assets	$	—	$	12,535	$	—	$	5,458,691	$	—	⁽¹⁾	$	5,471,226
Class R Shares Outstanding		—		1,748		—		480,503		(645	)⁽²⁾		481,606
Class R NAV Per Share	$	—	$	7.17	$	—	$	11.36				$	11.36
Class Y Net Assets	$	16,148,267	$	26,156,760	$	1,716,528	$	25,022,691	$	(2,206	)⁽¹⁾	$	69,042,040
Class Y Shares Outstanding		1,181,874		3,634,159		224,193		2,206,944		(1,157,911	)⁽²⁾		6,089,259
Class Y NAV Per Share	$	13.66	$	7.20	$	7.66	$	11.34				$	11.34
Investor Class Net Assets	$	—	$	—	$	127,499,310	$	1,061,453,727	$	(163,869	)⁽¹⁾	$	1,188,789,168
Investor Class Shares Outstanding		—		—		16,714,993		93,747,052		(5,463,091	)⁽²⁾		104,998,954
Investor Class NAV Per Share	$	—	$	—	$	7.63	$	11.32				$	11.32


^*		In addition to the share classes shown in the table, the Acquiring Fund also currently offers Institutional Class shares.

^1.		Pro forma net assets have been adjusted for the allocated portion of the Financial Services Fund expenses to be incurred in connection with the Reorganization. The costs of the Reorganization have been allocated among all classes based on relative net assets of each class of the Financial Services 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 each Target Fund’s and the Acquiring Fund’s net asset value per share.

^3.		Class B shareholders of the Dividend Growth Fund will be issued Class A shares of the Acquiring Fund as part of the Reorganization.

Dissenters’ Rights

If the Reorganizations are approved at the Meeting, Target Fund shareholders will not have the right to dissent and obtain payment of the fair value of their shares because the exercise of dissenters’ rights is subject to the forward pricing requirements of Rule 22c-1 under the 1940 Act, which supersedes state law. Shareholders of the Target Funds do, however, have the right to redeem their shares at net asset value subject to applicable deferred sales charges and/or redemption fees (if any) until the closing date of the Reorganizations. After the Reorganizations, Target Fund shareholders will hold shares of the Acquiring Fund, which may also be redeemed at net asset value subject to applicable deferred sales charges and/or redemption fees (if any).

Shareholder Proposals

The Funds do not generally hold annual meetings of shareholders. A shareholder desiring to submit a proposal intended to be presented at any meeting of shareholders of a Target Fund hereafter called should send the proposal to the Target Fund at the Target Fund’s principal offices so that it is received within a reasonable time before the proxy materials are printed and mailed. If the proposed Reorganization is approved and completed for a Target Fund, shareholders of such Target Fund will become shareholders of the corresponding Acquiring Fund and, thereafter, will be subject to the notice requirements of the Acquiring Fund. The mere submission of a proposal by a shareholder does not guarantee that such proposal will be included in a proxy statement because compliance with

certain rules under the federal securities laws is required before inclusion of the proposal is required. Also, the submission does not mean that the proposal will be presented at a future meeting. For a shareholder proposal to be considered at a future shareholder meeting, it must be a proper matter for consideration under applicable law.

WHERE TO FIND ADDITIONAL INFORMATION

This Joint Proxy Statement/Prospectus and the related SAI do not contain all the information set forth in the registration statements, the exhibits relating thereto and the annual and semi-annual reports filed by the Funds as such documents have been filed with the SEC pursuant to the requirements of the Securities Act of 1933, as amended, and the 1940 Act, to which reference is hereby made. The SEC file numbers of the registrant of the Funds’ registration statement, which contains the Funds’ prospectuses and the SAI, are 811-09913 for AIM Counselor Series, 811-03826 for AIM Sector Funds, and 811-01424 for the Acquiring Trust.

Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, and in accordance therewith, each Fund files reports and other information with the SEC. Reports, proxy material, registration statements and other information filed (including the Registration Statement relating to the Funds on Form N-14 of which this Joint Proxy Statement/Prospectus is a part) may be inspected without charge and copied at the public reference facilities maintained by the SEC at Room 1580, 100 F Street, NE, Washington, DC 20549-1520. Copies of such material may also be obtained from the Public Reference Section of the SEC at 450 Fifth Street, NW, Washington, DC 20549-1520, at the prescribed rates. The SEC maintains a website at www.sec.gov that contains information regarding the Funds and other registrants that file electronically with the SEC.

Exhibit D

AGREEMENT AND PLAN OF REORGANIZATION

WHEREAS, each Target Entity and each Acquiring Entity is an open-end, registered investment company of the management type; and

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, and intending to be legally bound, the parties hereto covenant and agree as follows:

DESCRIPTION OF THE REORGANIZATIONS

-2-

(e) Ownership of Acquiring Fund shares will be shown on its books, as such are maintained by the Acquiring Fund’s transfer agent.

VALUATION

2.1. With respect to each Reorganization:

(d) All computations of value shall be made by the Target Fund’s and the Acquiring Fund’s designated recordkeeping agent using the valuation procedures described in this Section 2.

CLOSING AND CLOSING DATE

3.2. With respect to each Reorganization:

-3-

-4-

Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored.

REPRESENTATIONS AND WARRANTIES

4.1. Each Target Entity, on behalf of itself or, where applicable, a Target Fund, represents and warrants to the Acquiring Entity and its corresponding Acquiring Fund as follows:

-5-

-6-

refund, amended return or declaration of estimated Taxes (and including any amendments with respect thereto);

-7-

terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles;

(n) The Target Entity is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code; and

(o) The Target Fund has no unamortized or unpaid organizational fees or expenses.

4.2. Each Acquiring Entity, on behalf of the Acquiring Fund, represents and warrants to the Target Entity and its corresponding Target Fund as follows:

(f) The financial statements of the Acquiring Fund for the Acquiring Fund’s most recently completed fiscal year have been audited by the independent registered

-8-

(j) All issued and outstanding Acquiring Fund shares are, and on the Closing Date will be, duly authorized and validly issued and outstanding, fully paid and non-

-9-

(n) The Acquiring Entity is not under the jurisdiction of a court in a Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code;

(o) The Acquiring Fund has no unamortized or unpaid organizational fees or expenses for which it does not expect to be reimbursed by Invesco or its affiliates.

COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND

5.1. With respect to each Reorganization:

-10-

(d) The Target Fund will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests concerning the beneficial ownership of the Target Fund’s shares.

-11-

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

-12-

obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:

(d) The Target Custodian shall have delivered the certificate contemplated by Sections 3.2(b) of this Agreement, duly executed by an authorized officer of the Target Custodian;

-13-

taxable year prior to the Closing Date and at least 90 percent of such net tax-exempt income for the short taxable year.

FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE TARGET FUND

-14-

FEES AND EXPENSES

10.

FINAL TAX RETURNS AND FORMS 1099 OF TARGET FUND

11.

ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS

12.

TERMINATION

This Agreement may be terminated and the transactions contemplated hereby may be abandoned with respect to one or more (or all) Reorganizations by mutual agreement of the parties.

13.

AMENDMENTS

This Agreement may be amended, modified or supplemented in a writing signed by the parties hereto to be bound by such Amendment.

14.

HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY

14.1. The Article and Section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

14.2. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and applicable Federal law, without regard to its principles of conflicts of laws.

-15-

14.4. This agreement may be executed in any number of counterparts, each of which shall be considered an original.

-16-

Schedule 8.6

Tax Opinions

(ix) The holding period of Acquiring Fund shares received by a shareholder of the Target Fund will include the holding period of the Target Fund shares exchanged therefor,

provided that the shareholder held Target Fund shares as a capital asset on the date of the exchange pursuant to Section 1223(1) of the Code.

EXHIBIT E

FINANCIAL HIGHLIGHTS

Financial Highlights Information

The financial highlights table is intended to help you understand the Acquiring Fund’s financial performance for the past five fiscal years and is included in the Acquiring Fund’s prospectus, which is incorporated herein by reference. The Acquiring Fund’s prospectus also accompanies this Joint Proxy Statement/Prospectus. The financial highlights table below provides additional information for the most recent six-month semi-annual reporting period for the Acquiring Fund. The six-month semi-annual information is unaudited.

The following schedule presents financial highlights for a share of the Acquiring Fund’s outstanding for the period indicated.


																						Ratio of			Ratio of
					Net gains																	expenses			expenses
					(losses) on																	to average			to average net			Ratio of net
	Net asset		Net		securities				Dividends													net assets			assets without			investment
	value,		investment		(both		Total from		from net						Net asset					Net assets,		with fee waivers			fee waivers			income (loss)
	beginning		income		Realized and		investment		investment			Total			value, end		Total			end of period		and/or expenses			and/or expenses			to average			Portfolio
	of period		(loss)^(a)		unrealized)		operations		income			Distributions			of period		Return^(b)			(000s omitted)		absorbed			absorbed			net assets			Turnover^(c)
Diversified Dividend Fund (Acquiring Fund)
Class A
Six months ended 04/30/10	$	10.18	$	0.10	$	1.66	$	1.76	$	(0.10	)	$	(0.10	)	$	11.84		17.33	%	$	255,977		0.99	%^(d)		1.00	%^(d)		1.74	%^(d)		6	%
Class B
Six months ended 04/30/10		10.08		0.05		1.65		1.70		(0.06	)		(0.06	)		11.72		16.87			32,331		1.74	^(d)		1.75	^(d)		0.99	^(d)		6
Class C
Six months ended 04/30/10		10.07		0.05		1.64		1.69		(0.06	)		(0.06	)		11.70		16.78			45,902		1.74	^(d)		1.75	^(d)		0.99	^(d)		6
Class R
Six months ended 04/30/10		10.19		0.08		1.66		1.74		(0.08	)		(0.08	)		11.85		17.17			4,513		1.24	^(d)		1.25	^(d)		1.49	^(d)		6
Class Y
Six months ended 04/30/10		10.19		0.11		1.67		1.78		(0.12	)		(0.12	)		11.85		17.46			14,267		0.74	^(d)		0.75	^(d)		1.99	^(d)		6
Investor Class
Six months ended 04/30/10		10.18		0.10		1.65		1.75		(0.10	)		(0.10	)		11.83		17.27			1,127,654		0.92	^(d)		0.93	^(d)		1.81	^(d)		6


(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.

(d)		Ratios are annualized and based on following average daily net assets (000’s omitted) of $213,531, $31,874, $40,766, $4,025, $8,532, $1,068,158 for Class A, Class B, Class C, Class R, Class Y and Investor Class Shares, respectively.

E-1

Part B
STATEMENT OF ADDITIONAL INFORMATION
December 30, 2010
To the
Registration Statement on Form N-14 Filed by:

AIM Equity Funds (Invesco Equity Funds)
On behalf of Invesco Charter Fund and Invesco Diversified Dividend Fund

11 Greenway Plaza, Suite 2500
Houston, Texas 77046-1173
(800) 959-4246

Relating to the April 14, 2011 Special or Joint Special Meetings of Shareholders of the following
Invesco Funds:
Invesco Multi-Sector Fund
Invesco Dividend Growth Securities Fund
Invesco Van Kampen Core Equity Fund
Invesco Financial Services Fund

This Statement of Additional Information, which is not a prospectus, supplements and should be read in conjunction with the Proxy Statement/Prospectus of Invesco Multi-Sector Fund or the Joint Proxy Statement/Prospectus of the Invesco Dividend Growth Securities Fund, Invesco Van Kampen Core Equity Fund and Invesco Financial Services Fund, each dated December 30, 2010, relating specifically to the Special or Joint Special Meetings of Shareholders of each of the above-listed Target Funds to be held on April 14, 2011 (the “Proxy Statement/Prospectuses”). Copies of the Proxy Statement/Prospectuses may be obtained at no charge by writing to Invesco Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-4739, or by calling (800) 959-4246. You can also access this information at www.invesco.com/us.

General Information

This Statement of Additional Information relates to (a) the proposed acquisition of all of the assets and assumption of all of the liabilities of each “Target Fund,” as identified below, by the corresponding “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 in complete liquidation of the Target Fund; and (c) the termination of the Target Fund. Further information is included in the Proxy Statement/Prospectuses and in the documents, listed below, that are incorporated by reference into this Statement of Additional Information. Each Acquiring Fund is a series of AIM Equity Funds (Invesco Equity Funds). Each of Invesco Multi-Sector Fund, Invesco Dividend Growth Securities Fund and Invesco Van Kampen Core Equity Fund is a series of AIM Counselor Series Trust (Invesco Counselor Series Trust). Invesco Financial Services Fund is a series of AIM Sector Funds (Invesco Sector Funds).


Target Fund		Acquiring Fund
Invesco Multi-Sector Fund		Invesco Charter Fund

Invesco Dividend Growth Securities Fund Invesco Van Kampen Core Equity Fund Invesco Financial Services Fund		Invesco Diversified Dividend Fund

Incorporation of Documents by Reference into the Statement of Additional Information

This Statement of Additional Information incorporates by reference the following documents, which have been filed with the Securities and Exchange Commission and will be sent to any shareholder requesting this Statement of Additional Information:

	1.		Statement of Additional Information dated March 11, 2010, for AIM Equity Funds (Invesco Equity Funds) with respect to Invesco Charter Fund and Invesco Diversified Dividend Fund (filed via EDGAR on March 10, 2010, Accession No. 0000950123-10-023088) (“AEF SAI”).

	2.		Supplement dated March 30, 2010 to AEF SAI (filed via EDGAR on March 30, 2010, Accession No. 0000950123-10-029928).

	3.		Supplement dated April 6, 2010 to AEF SAI (filed via EDGAR on April 6, 2010, Accession No. 0000950123-10-032499).

	4.		Supplement dated April 30, 2010 to AEF SAI (filed via EDGAR on April 30, 2010, Accession No. 0000950123-10-041321).

	5.		Supplement dated May 12, 2010 to AEF SAI (filed via EDGAR on May 12, 2010, Accession No. 0000950123-10-048448).

	6.		Supplement dated May 13, 2010 to AEF SAI (filed via EDGAR on May 13, 2010, Accession No. 0000005272-10-000001).

	7.		Supplement dated June 2, 2010 to AEF SAI (filed via EDGAR on June 2, 2010, Accession No. 0000950123-10-055209).

	8.		Supplement dated June 15, 2010 to AEF SAI (filed via EDGAR on June 15, 2010, Accession No. 0000950123-10-058297).

	9.		Supplement dated June 29, 2010 to AEF SAI (filed via EDGAR on June 29, 2010, Accession No. 0000950123-10-062271).

	10.		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 Charter Fund and Invesco Diversified Dividend Fund (filed via EDGAR on July 8, 2010, Accession No. 0000950123-10-064232).

	11.		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 Charter Fund and Invesco Diversified Dividend Fund (filed via EDGAR on January 7, 2010, Accession No. 0000950123-10-000890).


	12.		Statement of Additional Information dated December 22, 2010, for AIM Counselor Series Trust (Invesco Counselor Series Trust) with respect to Invesco Dividend Growth Securities Fund and Invesco Van Kampen Core Equity Fund (filed via EDGAR on December 21, 2010, Accession No. 0000950123-10-115440).


	13.		Statement of Additional Information dated December 22, 2010, for AIM Counselor Series Trust (Invesco Counselor Series Trust) with respect to Invesco Multi-Sector Fund (filed via EDGAR on December 21, 2010, Accession No. 0000950123-09-115440) (“ACST SAI”).





	14.		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 Multi-Sector Fund, Invesco Dividend Growth Securities Fund and Invesco Van Kampen Core Equity Fund (filed via EDGAR on November 8, 2010, Accession No. 0000950123-10-102371).



	15.		Statement of Additional Information dated July 27, 2010, for AIM Sector Funds (Invesco Sector Funds) with respect to Invesco Financial Services Fund (filed via EDGAR on July 23 2010, Accession No. 0000950123-10-067724).



	16.		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 fiscal year ended April 30, 2010, with respect to Invesco Financial Services Fund (filed via EDGAR on June 14, 2010, Accession No. 0000950123-10-057899).

Pro Forma Financial Information

Pro Forma Financial Information
Invesco Dividend Growth Securities Fund, Invesco Financial Services Fund and
Invesco Van Kampen Core Equity Fund into Invesco Diversified Dividend Fund

The unaudited pro forma financial information set forth below is for informational purposes only and does not purport to be indicative of the financial condition that actually would have resulted if all of the Reorganizations had been consummated. These pro forma numbers have been estimated in good faith based on information regarding each Target Fund and the Acquiring Fund, each as identified below, for the twelve month period ended April 30, 2010. The unaudited pro forma financial information should be read in conjunction with the historical financial statements of the Target Funds and the Acquiring Fund, which are available in their respective annual and semi-annual shareholder reports.

Narrative Description of the Pro Forma Effects of the Reorganization

Note 1 — Reorganization

The unaudited pro forma information has been prepared to give effect to the proposed reorganizations of each of the Target Funds into the Acquiring Fund pursuant to an Agreement and Plan of Reorganization (the “Plan”) as of the beginning of the period as indicated below in the table. No reorganization is contingent upon any other reorganization.


		12 Month Period
Target Fund	Acquiring Fund	Ended
Invesco Dividend Growth Securities Fund, Invesco Financial Services Fund, Invesco Van Kampen Core Equity Fund	Invesco Diversified Dividend Fund	April 30, 2010

Basis of Pro Forma

Each reorganization will be accounted for as a tax-free reorganization of investment companies; therefore, no gain or loss will be recognized by the Acquiring Fund or its shareholders as a result of the reorganizations. The Target Fund and the Acquiring Fund are both series of a registered open-end management investment company that issues its shares in separate series. Each reorganization would be accomplished by the acquisition of all of the assets and the assumption of all of the liabilities by the Acquiring Fund in exchange for shares of the Acquiring Fund and the distribution of such shares to Target Fund shareholders in complete liquidation of the Target Fund. The table below shows the class and shares that Target Fund shareholders would have received if the reorganization were to have taken place on the period ended date in Note 1.

Invesco

Invesco Van

Dividend Growth

Invesco Financial

Kampen Core

Target

Securities Fund

Services Fund

Equity Fund

Funds

(Target Fund)

Acquiring Fund

Share Class

Shares Exchanged

Share Class

Class A

3,608,943

3,706,190

830,148

Class A

Class B

112,765,495

595,992

63,250

Class B

Class C

2,026,209

1,275,028

90,403

Class C

Class R

—

6,405

Class R

Class Y

1,490,589

174,462

2,741,692

Class Y

Investor Class

—

12,712,304

—

Investor Class


*		Class B shareholders will receive Class A shares of the Acquiring Fund upon closing of the Reorganization.

Under accounting principles generally accepted in the United States of America, the historical cost of investment securities will be carried forward to the surviving entity, the Acquiring Fund, and the results of operations of the Acquiring Fund for pre-reorganization periods will not be restated.

Note 2 — Net Assets

The table below shows the net assets of the Target Funds and the Acquiring Fund and Pro Forma combined net assets, assuming all reorganizations are completed, as of the dates indicated.


Fund	Net Assets		As-of Date
Invesco Dividend Growth Securities Fund (Target Fund)	$	1,419,541,259	April 30, 2010
Invesco Financial Services Fund (Target Fund)		218,534,690	April 30, 2010
Invesco Van Kampen Core Equity Fund (Target Fund)		44,169,375	April 30, 2010
Invesco Diversified Dividend Fund (Acquiring Fund)		1,559,902,272	April 30, 2010
Invesco Diversified Dividend Fund (Pro Forma Combined)		3,241,907,596	April 30, 2010

Pro Forma combined net assets have been adjusted for expenses expected to be incurred by Invesco Financial Services Fund in connection with the reorganization.

Note 3 — Pro Forma Adjustments

The table below reflects adjustments to expenses needed to the pro forma combined Fund as if the reorganization had taken place on the first day of the period as disclosed in Note 1. The pro forma information has been derived from the books and records used in calculating daily net asset values of the Target Funds and Acquiring Fund and has been prepared in accordance with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect this information. Actual results could differ from those estimates.


Expense Category	Increase (decrease) in expense
Advisory fees (1)		(145,715	)
Administrative services fees (2)		(991,571	)
Distribution fees (3)		159,423
Professional fees (4)		(138,017	)
Trustees’ and officers fees and benefits (5)		(43,800	)
Fee waiver and/or expense reimbursements (1)		(2,155,107	)


(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 Y, Class R, Investor Class and Institutional Class shares to 0.95%, 1.70%, 1.70%, 0.70%, 1.20%, 0.95% and 0.70% 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)		Under the terms of the master distribution agreement of the Acquiring Fund, distribution fees have been adjusted to reflect the changes in contractual rates due to the reorganization of share classes.

(4)		Professional fees were reduced to eliminate the effects of duplicative fees for audit and legal services.

(5)		Trustees’ and officer’s fees and benefits were reduced to eliminate the effects of duplicative fixed costs of retainer and meeting fees.

No significant accounting policies will change as a result of the reorganization, specifically policies regarding security valuation or compliance with Subchapter M of the Internal Revenue Code.

Note 4 — Reorganization Costs

The Target Fund-Invesco Financial Services is expected to incur an estimated $240,000 in reorganization costs and will bear 100% of these costs. The Target Funds; Invesco Dividend Growth Securities Fund and Invesco Van Kampen Core Equity Fund are expected to incur an estimated $870,000 and $70,000, respectively, in reorganization costs and Invesco will bear 100% of these costs. These costs represent the estimated non recurring expense of each Target Fund carrying out its obligations under the Plan and consist of management’s estimate of professional services fees, printing costs and mailing charges related to the proposed reorganization. The Acquiring Fund is expected to incur approximately $30,000 of expenses in connection with the Reorganization and will bear all of these costs and expenses.

Note 5 — Repositioning Costs

The Reorganizations may result in the sale of some of the portfolio securities of the Target Funds following the Reorganizations as the Acquiring Fund’s portfolio managers align the combined portfolio with the Acquiring Fund’s investment strategy. The transaction costs incurred in connection with the sale of such portfolio securities following the reorganizations for the Invesco Dividend Growth Fund and the Invesco Van Kampen Core Equity Fund are estimated not to be material, but for the Invesco Financial Services Fund, such costs are estimated to have a 31 basis point impact on Invesco Financial Services Fund’s asset base.

The sale of such portfolio securities may also result in the realization of net capital gains or losses to the Acquiring Fund. The estimated amount of net capital gains (losses) to be realized by the Acquiring Fund as of the most recent balance sheet date of Invesco Financial Services Fund is approximately ($22) million.

Note 6 — Accounting Survivor

The Acquiring Fund will be the accounting survivor. The surviving fund will have the portfolio management team, investment objective, investment strategy and policies/restrictions of the Acquiring Fund.

Note 7 — Capital Loss Carryforward

At February 28, 2010, Invesco Dividend Growth Securities Fund, the Target Fund, had a capital loss carryforward of approximately $4,815,939. At April 30, 2010, Invesco Financial Services Fund, the Target Fund, had a capital loss carryforward of approximately $142,048,834. At March 31, 2010, Invesco Van Kampen Core Equity Fund, the Target Fund, had a capital loss carryforward of approximately $6,423,552. At April 30, 2010, Invesco Diversified Dividend Fund, the Acquiring Fund, had a capital loss carryforward of approximately $89,752,601. For additional information regarding capital loss limitations, please see the section entitled Federal Income Tax Consequences in the Proxy Statement/Prospectus filed on Form N-14 with the Securities and Exchange Commission.

PART C
OTHER INFORMATION


Item 15.		Indemnification

		Indemnification provisions for officers, trustees and employees of the Registrant are set forth in Article VIII of the Registrant’s Amended and Restated Agreement and Declaration of Trust and Article VIII of its Amended and Restated Bylaws, and are hereby incorporated by reference. See Item 16(1) and (2) below. Under the Amended and Restated Agreement and Declaration of Trust effective as of September 14, 2005, as amended (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust Act, the Registrant’s Bylaws and other applicable law; (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 & 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 on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Global Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc. and AIM Funds Management, Inc. (now known as Invesco Trimark Ltd.) (each a “Sub-Advisor”, collectively the “Sub-Advisors”) provides that the Sub-Advisor shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by any series of the Registrant or the Registrant in connection with the matters to which the Sub-Advisory Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Advisor in the performance by the Sub-Advisor of its duties or from reckless disregard by the Sub-Advisor 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 trustees, 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 and will be governed by the final adjudication of such issue.


Item 16.		Exhibits


(1)	(a)	—	(1) Amended and Restated Agreement and Declaration of Trust of Registrant, dated September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 86 on Form N-1A, filed on December 15, 2005.

		—	(2) Amendment No. 1, dated March 27, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

		—	(3) Amendment No. 2, dated April 10, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

		—	(4) Amendment No. 3, dated May 24, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

		—	(5) Amendment No. 4, dated July 5, 2006, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

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		—	(6) Amendment No. 5, dated February 28, 2007, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

		—	(7) Amendment No. 6, dated April 30, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

		—	(8) Amendment No. 7, dated May 1, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

		—	(9) Amendment No. 8, dated June 19, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

		—	(10) Amendment No. 9, dated July 15, 2008, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

		—	(11) Amendment No. 10, dated January 22, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 94 on Form N-1A, filed on April 30, 2009.

		—	(12) Amendment No. 11, dated April 14, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 94 on Form N-1A, filed on April 30, 2009.

		—	(13) Amendment No. 12, dated July 15, 2009, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 96 on Form N-1A, filed on July 24, 2009.


		—	(14) Amendment No. 13, dated April 30, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



		—	(15) Amendment No. 14, dated June 15, 2010, to Amended and Restated Agreement and Declaration of Trust of Registrant, adopted effective September 14, 2005, incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.


(2)	(a)	—	(1) Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 86 on Form N-1A, filed on December 15, 2005.

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		—	(2) Amendment, dated August 1, 2006, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

		—	(3) Amendment No. 2, dated March 23, 2007, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

		—	(4) Amendment No. 3, dated January 1, 2008, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005, incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.


		—	(5) Amendment No. 4, dated April 30, 2010, to Amended and Restated Bylaws of Registrant, adopted effective September 14, 2005, incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.


(3)		—	Voting Trust Agreements — None.

(4)		—	Forms of Agreement and Plan of Reorganization of the Registrant on behalf of certain series portfolios, is attached to the Proxy Statement-Prospectus contained in this Registration Statement.

(5)		—	Articles II, VI, VII, VIII and IX of the Amended and Restated Agreement Declaration of Trust, as amended, and Articles IV, V and VI of the Amended and Restated By-Laws as amended, both as previously filed define rights of holders of shares.

(6)	(a)	—	(1) Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 67 on Form N-1A, filed on February 23, 2001.

		—	(2) Amendment No. 1, dated December 28, 2001, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 71 on Form N-1A, filed on February 25, 2002.

		—	(3) Amendment No. 2, dated August 29, 2002, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 75 on Form N-1A, filed on February 24, 2003.

		—	(4) Amendment No. 3, dated May 2, 2003, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 77 on Form N-1A, filed on July 7, 2003.

		—	(5) Amendment No. 4, dated July 1, 2004, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 80 on Form N-1A, filed on September 29, 2004.

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				—		(6) Amendment No. 5, dated September 15, 2004, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 80 on Form N-1A, filed on September 29, 2004.

				—		(7) Amendment No. 6, dated March 15, 2005, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 85 on Form N-1A, filed on August 23, 2005.

				—		(8) Amendment No. 7, dated July 18, 2005, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 85 on Form N-1A, filed on August 23, 2005.

				—		(9) Amendment No. 8, dated March 27, 2006, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc, incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

				—		(10) Amendment No. 9, dated April 10, 2006, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

				—		(11) Amendment No. 10, dated February 27, 2007, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

				—		(12) Amendment No. 11, dated July 1, 2007, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

				—		(13) Amendment No. 12, dated April 30, 2008, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

				—		(14) Amendment No. 13, dated July 14, 2009, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

				—		(15) Amendment No. 14, dated January 1, 2010, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Advisors, Inc. (as successor by merger to Invesco Aim Advisors, Inc.), incorporated herein by reference to Registrant’s PEA No. 102 on Form N-1A, filed on March 10, 2010.


				—		(16) Amendment No. 15, dated April 30, 2010, to Master Investment Advisory Agreement, dated June 21, 2000, between Registrant and Invesco Advisors, Inc., incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.

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	(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 AIM Funds Management, Inc. (now known as Invesco Trimark Ltd.), incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

		—	(2) Amendment No. 1, dated July 14, 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. 95 on Form N-1A, filed on July 13, 2009.

		—	(3) Amendment No. 2, dated January 1, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisors, Inc. (as successor by merger to Invesco Aim Advisors, Inc.), on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd., incorporated herein by reference to Registrant’s PEA No. 102 on Form N-1A, filed on March 10, 2010.


		—	(4) Amendment No. 3, dated April 30, 2010, to Master Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1, 2008 between Invesco Advisors, Inc. (as successor by merger to Invesco Aim Advisors, Inc.), on behalf of Registrant, and each of Invesco Asset Management Deutschland GmbH, Invesco Asset Management Ltd., Invesco Asset Management (Japan) Limited, Invesco Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management, Inc. and Invesco Trimark Ltd., incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.


(7)	(a)	—	(1) First Restated Master Distribution Agreement, made as of August 13, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

		—	(2) Amendment No. 1, dated December 8, 2006, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares), and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

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				—		(3) Amendment No. 2, dated January 31, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares), and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

				—		(4) Amendment No. 3, dated February 28, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares), and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

				—		(5) Amendment No. 4, dated March 9, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares), and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

				—		(6) Amendment No. 5, dated April 23, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares), and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

				—		(7) Amendment No. 6, dated September 28, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares), and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

				—		(8) Amendment No. 7, dated December 20, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares), and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

				—		(9) Amendment No. 8, dated April 28, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except B shares), and Invesco Aim Distributors, Inc., formerly A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

				—		(10) Amendment No. 9, dated April 30, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except B shares), and Invesco Aim Distributors, Inc., formerly A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

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				—		(11) Amendment No. 10, dated May 1, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

				—		(12) Amendment No. 11, dated July 24, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 94 on Form N-1A, filed on April 30, 2009.

				—		(13) Amendment No. 12, dated October 3, 2008, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 94 on Form N-1A, filed on April 30, 2009.

				—		(14) Amendment No. 13, dated May 29, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

				—		(15) Amendment No. 14, dated June 2, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

				—		(16) Amendment No. 15, dated July 14, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

				—		(17) Amendment No. 16 dated September 25, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 99 on Form N-1A, filed on September 24, 2009.

				—		(18) Amendment No. 17, dated November 4, 2009, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B shares) and Invesco Aim Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 100 on Form N-1A, filed on December 22, 2009.

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				—		(19) Amendment No. 18, dated February 1, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B shares) and Invesco Aim Distributors, Inc.,incorporated herein by reference to Registrant’s PEA No. 101 on Form N-1A, filed on February 26, 2010.

				—		(20) Amendment No. 19, dated February 12, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and Class B5 shares) and Invesco Aim Distributors, Inc.,incorporated herein by reference to Registrant’s PEA No. 101 on Form N-1A, filed on February 26, 2010.

				—		(21) Amendment No. 20, dated February 12, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and Class B5 shares) and Invesco Aim Distributors, Inc.,incorporated herein by reference to Registrant’s PEA No. 101 on Form N-1A, filed on February 26, 2010.


				—		(22) Amendment No. 21, dated April 30, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and Class B5 shares) incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



				—		(23) Amendment No. 22, dated June 14, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and Class B5 shares) and Invesco Distributors, Inc.,incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



				—		(24) Amendment No. 23, dated October 29, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and Class B5 shares) and Invesco Distributors, Inc., is filed herewith.



				—		(25) Amendment No. 24, dated November 29, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and Class B5 shares) and Invesco Distributors, Inc., is filed herewith.



				—		(26) Amendment No. 25, dated December 22, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and Class B5 shares) and Invesco Distributors, Inc.,is filed herewith.


				—		(27) Form of Amendment No. [ ], dated [ ], to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and Class B5 shares) and Invesco Distributors, Inc., is filed herewith.

C-9



	(b)	—	(1) Second Restated Master Distribution Agreement, dated August 18, 2003, as subsequently amended and restated May 4, 2010, between Registrant (Class B and Class B5 shares) and Invesco Distributors, Inc., incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 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 the Initial Registration Statement on Form N-14, filed on November 24, 2010.



		—	(3) Amendment No. 2, dated June 14, 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 the Initial Registration Statement on Form N-14, filed on November 24, 2010.



		—	(4) Amendment No. 3, dated October 29, 2010, to the Second Restated Master Distribution Agreement (Class B and Class B5 shares) between Registrant and Invesco Distributors, Inc., is filed herewith.



		—	(5) Amendment No. 4, dated November 29, 2010, to the Second Restated Master Distribution Agreement (Class B and Class B5 shares) between Registrant and Invesco Distributors, Inc., is filed herewith.


	(c)	—	Form of Selected Dealer Agreement between Invesco Aim Distributors, Inc. and selected dealers, incorporated herein by reference to Registrant’s PEA No. 94 on Form N-1A, filed on April 30, 2009.

	(d)	—	Form of Bank Selling Group Agreement between Invesco Aim Distributors, Inc. and banks, incorporated herein by reference to Registrant’s PEA No. 94 on Form N-1A, filed on April 30, 2009.

(8)	(a)	—	Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as amended and restated as of January 1, 2008, incorporated herein by reference to Registrant’s PEA No. 94 on Form N-1A, filed on April 30, 2009.


	(b)	—	Form of Invesco Funds Trustee Deferred Compensation Agreement, as amended June 16, 2010, incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



(9)	(a)	—	Amended and Restated Master Custodian Contract, dated June 1, 2010, between Registrant and State Street Bank and Trust Company, incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.


	(b)	—	(1) Subcustodian Agreement, dated September 9, 1994, between Registrant, Texas Commerce Bank National Association, State Street Bank and Trust Company and A I M Fund Services, Inc. (now known as AIM Investment Services, Inc.), incorporated herein by reference to Registrant’s PEA No. 44 on Form N-1A, filed on February 24, 1995.

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		—	(2) Amendment No. 1, dated October 2, 1998, to Subcustodian Agreement between Registrant, Chase Bank of Texas, N.A. (formerly Texas Commerce Bank), State Street and Trust Company and A I M Fund Services, Inc. (now known as AIM Investment Services, Inc.), incorporated herein by reference to Registrant’s PEA No. 62 on Form N-1A, filed on January 6, 2000.

		—	(3) Amendment No. 2, dated March 15, 2002, to the Subcustodian Agreement, dated September 9, 1994, as amended October 2, 1998 among JPMorgan Chase Bank (formerly known as Chase Bank of Texas, N.A.), State Street Bank and Trust Company and A I M Fund Services, Inc. (now known as AIM Investment Services, Inc.), incorporated herein by reference to Registrant’s PEA No. 76 on Form N-1A, filed on March 3, 2003.

		—	(4) Amendment No. 3, dated May 1, 2004, to the Subcustodian Agreement, dated September 9, 1994, between Registrant, JPMorgan Chase Bank (formerly Chase Bank of Texas, N.A., State Street Bank and Trust Company and A I M Fund Services, Inc. (now known as AIM Investment Services, Inc.), incorporated herein by reference to Registrant’s PEA No. 87 on Form N-1A, filed on February 23, 2006.

	(c)	—	Subcustodian Agreement, dated January 20, 1993, between State Street Bank and Trust Company and The Bank of New York, incorporated herein by reference to Registrant’s PEA No. 78 on Form N-1A, filed on February 24, 2004.

	(d)	—	Foreign Assets Delegation Agreement, dated November 6, 2006, between A I M Advisors, Inc. and Registrant., incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

(10)	(a)	—	(1) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares), incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

		—	(2) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares). , incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

		—	(3) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares), incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

		—	(4) Amendment No. 3, dated March 9, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares), incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

		—	(5) Amendment No. 4, dated April 23, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares), incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

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				—		(6) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares), incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

				—		(7) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares), incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

				—		(8) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares), incorporated herein by reference to Registrant’s PEA No. 94 on Form N-1A, filed on April 30, 2009.

				—		(9) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares), incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

				—		(10) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares), incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

				—		(11) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares) incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

				—		(12) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares) incorporated herein by reference to Registrant’s PEA No. 100 on Form N-1A, filed on December 22, 2009.

				—		(13) Amendment No. 12, dated February 1, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares) incorporated herein by reference to Registrant’s PEA No. 101 on Form N-1A, filed on February 26, 2010.

				—		(14) Amendment No. 13, dated February 12, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares) incorporated herein by reference to Registrant’s PEA No. 101 on Form N-1A, filed on February 26, 2010.


				—		(15) Amendment No. 14, dated April 30, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares), incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.

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	—	(16) Amendment No. 15, dated May 4, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares), incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



	—	(17) Amendment No. 16, dated June 14, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares) , incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



	—	(18) Amendment No. 17, dated October 29, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares), is filed herewith.



	—	(19) Amendment No. 18, dated November 29, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares), is filed herewith.


(b)	—	(1) First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

	—	(2) Amendment 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

	—	(3) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

	—	(4) Amendment No. 3, dated March 9, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

	—	(5) Amendment No. 4, dated April 23, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

	—	(6) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

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				—		(7) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

				—		(8) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 94 on Form N-1A, filed on April 30, 2009.

				—		(9) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

				—		(10) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

				—		(11) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature) incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

				—		(12) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature) incorporated herein by reference to Registrant’s PEA No. 101 on Form N-1A, filed on February 26, 2010.

				—		(13) Amendment No. 12, dated February 12, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature) incorporated herein by reference to Registrant’s PEA No. 101 on Form N-1A, filed on February 26, 2010.


				—		(14) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



				—		(15) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.

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	—	(16) Amendment No. 15, dated June 14, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



	—	(17) Amendment No. 16, dated October 29, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), is filed herewith.



	—	(18) Amendment No. 17, dated November 29, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature), is filed herewith.


(c)	—	(1) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares) , incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

	—	(2) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares), incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

	—	(3) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares), incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

	—	(4) Amendment No. 3, dated March 9, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares), incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

	—	(5) Amendment No. 4, dated April 23, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares), incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

	—	(6) Amendment No. 5, dated April 30, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares), incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

	—	(7) Amendment No. 6, dated May 1, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares), incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

	—	(8) Amendment No. 7, dated July 24, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares), incorporated herein by reference to Registrant’s PEA No. 94 on Form N-1A, filed on April 30, 2009.

C-15


				—		(9) Amendment No. 8, dated May 29, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares), incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

				—		(10) Amendment No. 9, dated June 2, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares), incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

				—		(11) Amendment No. 10, dated July 1, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares) incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

				—		(12) Amendment No. 11, dated November 4, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares) incorporated herein by reference to Registrant’s PEA No. 101 on Form N-1A, filed on February 26, 2010.

				—		(13) Amendment No. 12, dated February 12, 2010 to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares) incorporated herein by reference to Registrant’s PEA No. 101 on Form N-1A, filed on February 26, 2010.


				—		(14) Amendment No. 13, dated April 30, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares), incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



				—		(15) Amendment No. 14, dated May 4, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares), incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



				—		(16) Amendment No. 15, dated June 14, 2010 to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares), incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



				—		(17) Amendment No. 16, dated October 29, 2010 to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares) is filed herewith.



				—		(18) Amendment No. 17, dated November 29, 2010 to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares) is filed herewith.

C-16


(d)	—	(1) Second Amended and Restated Master Distribution Plan, dated December 8, 2006, between Registrant (Class P shares) and A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 90 on Form N-1A, filed on February 19, 2008.

	—	(2) Amendment No. 1, dated April 30, 2008, to the Second Amended and Restated Master Distribution Plan, dated December 8, 2006, between Registrant (Class P shares) and Invesco Aim Distributors, Inc., formerly A I M Distributors, Inc., incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.


	—	(3) Amendment No. 2, dated April 30, 2010, to the Second Amended and Restated Master Distribution Plan, dated December 8, 2006, between Registrant (Class P shares) and Invesco Distributors, Inc., incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.


(e)	—	(1) First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares) , incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

	—	(2) Amendment No. 1, dated January 31, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares), incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

	—	(3) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares), incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

	—	(4) Amendment No. 3, dated April 30, 2008, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares), incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

	—	(5) Amendment No. 4, dated May 29, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares), incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

	—	(6) Amendment No. 5, dated June 2, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares), incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

	—	(7) Amendment No. 6, dated July 1, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares) incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

C-17


	—	(8) Amendment No. 7, dated November 4, 2009, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares) incorporated herein by reference to Registrant’s PEA No. 101 on Form N-1A, filed on February 26, 2010.


	—	(9) Amendment No. 8, dated April 30, 2010 to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares), incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



	—	(10) Amendment No. 9, dated June 14, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares), incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



	—	(11) Amendment No. 10, dated October 29, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares), is filed herewith.



	—	(12) Amendment No. 11, dated November 29, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares), is filed herewith.



	—	(13) Form of Amendment No. [ ] dated [ ] to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares), is filed herewith.


(f)	—	(1) First Restated Master Distribution Plan (Compensation) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares), incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

	—	(2) Amendment No. 1, dated December 20, 2007, to the First Restated Master Distribution Plan (Compensation) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares), incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

	—	(3) Amendment No. 2, dated April 28, 2008, to the First Restated Master Distribution Plan (Compensation) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares), incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.


	—	(4) Amendment No. 3, dated April 30, 2010, to the First Restated Master Distribution Plan (Compensation) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares) , incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.

C-18


	(g)	—	(1) First Restated Master Distribution Plan (Reimbursement) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares), incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

		—	(2) Amendment No. 1, dated April 30, 2008, to the First Restated Master Distribution Plan (Reimbursement) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares), incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.


		—	(3) Amendment No. 2, dated April 30, 2010, to the First Restated Master Distribution Plan (Reimbursement) effective as of July 1, 2004, as subsequently amended, and as restated September 20, 2006 (Investor Class shares), incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.


	(h)	—	Master Related Agreement to First Restated Master Distribution Plan (Class A shares), incorporated herein by reference to Registrant’s PEA No. 100 on Form N-1A, filed on December 22, 2009.

	(i)	—	Master Related Agreement to First Restated Master Distribution Plan (Class C shares), incorporated herein by reference to Registrant’s PEA No. 100 on Form N-1A, filed on December 22, 2009.

	(j)	—	Master Related Agreement to Second Amended and Restated Master Distribution Plan (Class P shares), incorporated herein by reference to Registrant’s PEA No. 94 on Form N-1A, filed on April 30, 2009.

	(k)	—	Master Related Agreement to First Restated Master Distribution Plan (Class R shares), incorporated herein by reference to Registrant’s PEA No. 100 on Form N-1A, filed on December 22, 2009.

	(l)	—	Master Related Agreement to Master Distribution Plan (Class S shares), incorporated herein by reference to Registrant’s PEA No. 99 on Form N-1A, filed on September 24, 2009.

	(m)	—	Master Related Agreement to First Restated Master Distribution Plan (Compensation) (Investor Class shares), incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

	(n)	—	Master Related Agreement to First Restated Master Distribution Plan (Reimbursement) (Investor Class shares), incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.


	(o)	—	Eighteenth Amended and Restated Multiple Class Plan of The AIM Family of Funds^® effective December 12, 2001, as amended and restated, April 30, 2010, incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



(11)	(a)	—	Opinion and Consent of Stradley Ronon Stevens & Young, LLP incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



(11)	(b)	—	Consent of Stradley Ronon Stevens & Young, LLP is filed herewith.

C-19


(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, dated July 1, 2010, between Registrant and Invesco Investment Services, Inc., incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.


	(b)	—	Shareholder Sub-Accounting Services Agreement between Registrant, First Data Investor Services Group (formerly The Shareholder Services Group, Inc.), Financial Data Services Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc., dated October 1, 1993, incorporated herein by reference to Registrant’s PEA No. 40 on Form N-1A, filed on February 26, 1992.

	(c)	—	(1) Second Amended and Restated Master Administrative Service Agreement dated July 1, 2006, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

		—	(2) Amendment No. 1, dated February 28, 2007, to Second Amended and Restated Master Administrative Service Agreement dated July 1, 2006, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 89 on Form N-1A, filed on February 7, 2008.

		—	(3) Amendment No. 2, dated April 30, 2008, to Second Amended and Restated Master Administrative Service Agreement dated July 1, 2006, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 91 on Form N-1A, filed on July 22, 2008.

		—	(4) Amendment No. 3, dated July 14, 2009, to Second Amended and Restated Master Administrative Service Agreement dated July 1, 2006, between Registrant and Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 95 on Form N-1A, filed on July 13, 2009.

		—	(5) Amendment No. 4, dated January 1, 2010, to Second Amended and Restated Master Administrative Service Agreement dated July 1, 2006, between Registrant and Invesco Aim Advisors, Inc. (as successor by merger to Invesco Aim Advisors, Inc.) incorporated herein by reference to Registrant’s PEA No. 102 on Form N-1A, filed on March 10, 2010.


	(d)	—	(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 the Initial Registration Statement on Form N-14, filed on November 24, 2010.



		—	(2) Memorandum of Agreement, regarding expense limitations, dated October 27, 2010, between Invesco Advisers, Inc. and Registrant is filed herewith.



		—	(3) Memorandum of Agreement, regarding advisory fee waivers and affiliated Money Market fee waivers, dated October 27, 2010, between Registrant and Invesco Advisors, Inc. is filed herewith.

C-20


	(e)	—	Third Amended and Restated Interfund Loan Agreement, dated December 30, 2005, between Registrant and A I M Advisors, Inc., incorporated herein by reference to Registrant’s PEA No. 88 on Form N-1A, filed on February 26, 2007.

	(f)	—	Expense Reimbursement Agreement Related to DST Transfer Agent System Conversion dated June 30, 2003, incorporated herein by reference to Registrant’s PEA No. 79 on Form N-1A, filed on March 1, 2004.

(14)	(a)	—	Consent of Pricewaterhouse Coopers LLP is filed herewith.

	(b)	—	Consent of Deloitte & Touche LLP is filed herewith.

	(c)	—	Consent of Ernst & Young, 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, incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



(16)	(b)	—	Power of Attorney for Mr. Frischling , incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.



(17)		—	Proxy Cards relating to the Special Meeting of Shareholders , incorporated herein by reference to the Initial Registration Statement on Form N-14, filed on November 24, 2010.


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 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the 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 by post-effective amendment the opinion of counsel regarding tax consequences of the proposed reorganization required by Item 16(12) of Form N-14 within a reasonable time after receipt of such opinion.

C-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, (the “1933 Act”), the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the 1933 Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Houston, State of Texas, on the 30 day of December, 2010.

Registrant: AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)



	By:	/s/ Philip A. Taylor
		Philip A. Taylor, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-14 has been signed below by the following persons in the capacities and on the dates indicated.


SIGNATURES	TITLE	DATE

/s/ Philip A. Taylor (Philip A. Taylor)	Trustee & President (Principal Executive Officer)	December 30, 2010

/s/ David C. Arch* (David C. Arch)	Trustee	December 30, 2010

/s/ Bob R. Baker*	Trustee	December 30, 2010
(Bob R. Baker)

/s/ Frank S. Bayley*	Trustee	December 30, 2010
(Frank S. Bayley)

/s/ James T. Bunch*	Trustee	December 30, 2010
(James T. Bunch)

/s/ Bruce L. Crockett*	Chair & Trustee	December 30, 2010
(Bruce L. Crockett)

/s/ Rod Dammeyer*	Trustee	December 30, 2010
(Rod Dammeyer)

/s/ Albert R. Dowden*	Trustee	December 30, 2010
(Albert R. Dowden)

/s/ Jack M. Fields*	Trustee	December 30, 2010
(Jack M. Fields)

/s/ Martin L. Flanagan*	Trustee	December 30, 2010
(Martin L. Flanagan)

/s/ Carl Frischling*	Trustee	December 30, 2010
(Carl Frischling)

/s/ Prema Mathai-Davis*	Trustee	December 30, 2010
(Prema Mathai-Davis)

INDEX


Exhibit
Number		Description

7(a)(24)		Amendment No. 23, dated October 29, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and Class B5 shares) and Invesco Distributors, Inc.

7(a)(25)		Amendment No. 24, dated November 29, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and Class B5 shares) and Invesco Distributors, Inc.


7(a)(26)		Amendment No. 25, dated December 22, 2010, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and Class B5 shares) and Invesco Distributors, Inc.



7(a)(27)		Form of Amendment No.[ ], dated [ ], to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all Classes of Shares except Class B and Class B5 shares) and Invesco Distributors, Inc.


7(b)(4)		Amendment No. 3, dated October 29, 2010, to the Second Restated Master Distribution Agreement (Class B and Class B5 shares) between Registrant and Invesco Distributors, Inc.

7(b)(5)		Amendment No. 4, dated November 29, 2010, to the Second Restated Master Distribution Agreement (Class B and Class B5 shares) between Registrant and Invesco Distributors, Inc.

10(a)(18)		Amendment No. 17, dated October 29, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares).

10(a)(19)		Amendment No. 18, dated November 29, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A shares).

10(b)(17)		Amendment No. 16, dated October 29, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature).

10(b)(18)		Amendment No. 17, dated November 29, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, and as restated September 20, 2006 (Class B shares) (Securitization Feature).

10(c)(17)		Amendment No. 16, dated October 29, 2010 to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares).

10(c)(18)		Amendment No. 17, dated November 29, 2010 to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C shares).

10(e)(11)		Amendment No. 10, dated October 29, 2010, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R shares).


	Page
Exhibits

EXHIBIT A Outstanding Shares of the Target Fund		A-1
EXHIBIT B Ownership of the Target Fund		B-1
EXHIBIT C Ownership of the Acquiring Fund		C-1
EXHIBIT D Form of Agreement and Plan of Reorganization		D-1
EXHIBIT E Financial Highlights		E-1


Invesco Advisers, Inc.

By:

		Name:
		Title:


Acquiring Fund (and share classes) and		Corresponding Target Fund (and share
Acquiring Entity		classes) and Target Entity



	Page
EXHIBIT A Outstanding Shares of the Funds		A-1
EXHIBIT B Ownership of the Target Funds		B-1
EXHIBIT C Ownership of the Acquiring Fund		C-1
EXHIBIT D Form of Agreement and Plan of Reorganization		D-1
EXHIBIT E Financial Highlights		E-1


	Page
PROPOSAL: TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION		1

SUMMARY OF KEY INFORMATION		1

On what am I being asked to vote?		1
Has my Fund’s Board of Trustees approved the Reorganization?		1
What are the reasons for the proposed Reorganization?		1
What effect will the Reorganization have on me as a shareholder?		1
How do the Funds’ investment objectives, principal investment strategies and risks compare?		2
How do the Funds’ expenses compare?		2
How do the performance records of the Funds compare?		9
How do the management, investment adviser and other service providers of the Funds compare?		9
How do the Funds’ purchase and redemption procedures and exchange policies compare?		10
How do the Funds’ sales charges and distribution arrangements compare?		10
Will the Acquiring Fund have different portfolio managers than the Target Fund?		10
Will there be any tax consequences resulting from the proposal?		10
When is the Reorganization expected to occur?		10
How do I vote on the Reorganization?		10
What will happen if shareholders of the Target Fund do not approve the Reorganization?		11
What if I do not wish to participate in the Reorganization?		11
Why are you sending me the Proxy Statement/Prospectus?		11
Where can I find more information about the Funds and the Reorganization?		11

ADDITIONAL INFORMATION ABOUT THE FUNDS		11

Comparison of Principal Investment Strategies		11
Comparison of Principal Risks of Investing in the Funds		12
Comparison of Fundamental and Non-Fundamental Investment Restrictions		14
Comparison of Share Classes and Distribution Arrangements		15
Comparison of Purchase and Redemption Procedures		16
Comparison of Distribution Policies		16
Forms of Organization and Securities to be Issued		16
Pending Litigation		17
Where to Find More Information		17

THE PROPOSED REORGANIZATION		17

Summary of Agreement and Plan of Reorganization		17
Board Considerations in Approving the Reorganization		18
Federal Income Tax Considerations		19
Costs of the Reorganization		21

VOTING INFORMATION		21

Proxy Statement/Prospectus		21
Quorum Requirement and Adjournment		21
Vote Necessary to Approve the Agreement		22
Proxy Solicitation		22
Other Meeting Matters		22
Share Ownership by Large Shareholders, Management and Trustees		22

OTHER MATTERS		22

Capitalization		22
Dissenters’ Rights		23
Shareholder Proposals		23


Target Fund/Share Classes		Number of Shares Outstanding
Invesco Multi-Sector Fund
Class A
Class B
Class C
Class Y
Institutional Class


	Page

General Information		1
Incorporation by Reference		1
Pro Forma Financial Information		2


*		Philip A. Taylor, pursuant to powers of attorney dated November 5 and 8, 2010, filed in Registrant’s Initial Registration Statement on Form N-14 on November 24, 2010.